Exhibit 99.(d)(8)
April 5, 2001
Sodexho Alliance, S.A.
0 , xxxxxx Xxxxxx
00000 Xxxxxxxx-xx-Xxxxxxxxxx
XXXXXX
Re: Confidentiality Agreement
Ladies and Gentlemen:
Sodexho Alliance, S.A. ("Sodexho") has requested access to certain information
concerning the business, operations and assets of Sodexho Marriott Services,
Inc. (the "Company") in connection with the performance of "due diligence"
relating to a proposed acquisition by Sodexho of the shares of the Company that
are not currently owned by Sodexho. Except to the extent that any of such
information (i) is at the time of disclosure in the public domain; (ii)
thereafter enters the public domain through no fault of Sodexho; (iii) was in
Sodexho's possession without such restriction; (iv) is developed by Sodexho or
its Representatives (as defined below) independently without reliance on such
information; or (v) is required by law to be disclosed, all such information to
which Sodexho is given access or which is made available to Sodexho by the
Company or its advisors, after the date hereof and until the earlier of the
closing of the proposed transaction or the termination of discussions with
respect thereto, for purposes of the evaluation of the proposed transaction
between Sodexho and the Company is hereinafter referred to as the "Information"
and is subject to Sodexho's agreement as set forth herein. For the avoidance of
doubt, Information shall not include financial and operating information
provided to Sodexho in the ordinary course in accordance with past practices,
which information shall remain subject to Sodexho's obligations set forth in
Section 5.13 of the Stockholder Agreement dated March 27, 1998 between Sodexho
and the Company.
As a condition to the Company making such Information available to Sodexho,
the Company requires that Sodexho agree, as set forth below, to treat such
Information confidentially. Sodexho agrees to use its best efforts to cause its
directors, officers, other employees, agents, financing sources, advisors and
representatives (collectively, "Representatives") to comply with the terms
hereof. Sodexho agrees that it will be responsible for any breach on the part
of its Representatives of the terms of this letter agreement.
Sodexho agrees that the Information shall be made available only to those
Representatives who require it, and that Sodexho will not authorize any
dissemination of such Information to third parties. Sodexho agrees that the
Information will be used by Sodexho
solely for purposes of the evaluation of the proposed transaction with the
Company and that such Information will be retained by Sodexho in confidence;
provided, however, that (a) any of such Information may be disclosed to those
Representatives who need to know such Information for the purpose of evaluating
the proposed transaction with the Company (it being understood that such
Representatives shall be clearly informed by Sodexho of the confidential nature
of such Information and shall be directed by Sodexho to treat such Information
with the utmost confidentiality), and (b) other disclosure of such Information
may be made if the Company has previously furnished its written consent.
Immediately upon request by the Company at any time, Sodexho shall promptly
return to the Company and shall cause its Representatives to return to the
Company all Information, including copies thereof, and destroy any notes,
compilations, analyses or other material that incorporates or refers to such
Information.
Inasmuch as any breach of this agreement may result in immediate and
irreparable injury (for which there is no adequate remedy at law) to the
business of the Company, Sodexho agrees that the Company shall, upon discovering
a breach or threatened breach of this agreement, be entitled to equitable relief
in the nature of an injunction or specific performance, in addition to any other
remedies available to the Company. Such relief may be granted by any court of
general jurisdiction in the State of Delaware and any other court of equity
having jurisdiction. It is further understood and agreed that no failure or
delay by the Company in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
In the event that Sodexho or any of its Representatives are at any time
requested or required (by oral questions, interrogatories, requests for
information or documents, subpoena or similar process) to disclose any of the
Information, Sodexho agrees to provide the Company with prompt notice of such
request(s) and shall cause its Representatives to provide the Company with
prompt notice of such request(s) so that the Company may seek an appropriate
protective order and/or waive Sodexho's compliance with the provisions of this
letter agreement.
This letter agreement shall be governed and construed in accordance with the
laws of the State of Delaware, and shall be binding on the parties hereto for a
period of two years from the date hereof.
2
If Sodexho is in agreement with the foregoing, please sign and return one copy
of this letter which will constitute an agreement between the Company and
Sodexho with respect to the subject matter of this letter.
Very truly yours,
SODEXHO MARRIOTT SERVICES, INC.
/s/ Xxxxxx X. Xxxxx
By: _______________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and General Counsel
ACCEPTED AND AGREED TO:
SODEXHO ALLIANCE, S.A.
/s/ Xxxxxxx Xxxxxx
By: ___________________________
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
3
