Exhibit 7
July 28, 1995
U.S. Intec, Inc.
0000 Xxxx Xxxxx
Xxxx Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx
CONFIDENTIALITY AGREEMENT
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Dear Sirs:
In connection with our interest in pursuing a negotiated transaction (the
"Transaction") involving the acquisition of U.S. Intec, Inc. (the "Company"),
the Company and/or one or more of its subsidiaries or affiliates (the Company
and its subsidiaries and affiliates are hereinafter collectively referred to as
the "Affiliated Entities), are furnishing us and/or our Representatives (as
defined below) at our request with certain information which is either non-
public, confidential or proprietary in nature. All information (including any
information furnished prior to the execution of this Agreement) furnished to us
or any Person (as hereinafter defined) acting with us or on our behalf,
including without limitation, our directors, officers, partners, lenders,
employees, agents, representatives, financial advisors, attorneys, accountants,
reserve and valuation experts and consultants (collectively, our
"Representatives"), by the Affiliated Entities or any person acting on their
behalf (collectively, their "Representatives"), and all reports, analyses,
compilations, data, studies and other materials (in whatever form maintained,
whether documentary, computer storage or otherwise) prepared by us or our
Representatives containing or based, in whole or in part, on any such furnished
information or reflecting our review of, or interest in, the Transaction are
hereinafter collectively referred to as the "Information." In consideration of
our being furnished with the Information, we agree that:
1. Subject to paragraph 6 below, the Information will be kept confidential
and will not, without the prior written consent of the Company, be
disclosed by us or our Representatives, in whole or in part, and will not
be used by us or our Representatives, directly or indirectly, for any
purpose other than in connection with evaluating the Transaction.
Moreover, we agree to disclose that we are evaluating the Transaction and
transmit Information to our Representatives only if and to the extent that
such Representatives need to know the Information for the purpose of
evaluating the Transaction and are informed by us of the confidential
nature of the Information and agree to be bound by the terms of this
Agreement. We agree to be responsible for any actions
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by our Representatives which are not in accordance with our agreement
herein regarding the conduct of our Representatives.
2. Without the prior written consent of the other, each of us and our
respective Representatives will not disclose to any other Person any
information regarding our involvement in a possible transaction, including
that Information has been made available, except as required by law and
then only with prior written notice as soon as possible to the other. The
term "Person" as used in this letter shall be interpreted broadly to
include, without limitation, any corporation, company, entity, trust,
group, partnership or individual.
3. The Information and all copies thereof will be destroyed (and such
destruction will be confirmed in writing to the Company) or returned
immediately to the Company, without retaining any copies or extracts
thereof, if we do not within a reasonable time proceed with the
Transaction, or upon request by the Company at any time; provided that we
may retain one copy of Information in our legal department to monitor
compliance with this Agreement.
4. The term "Information" does not include information which (i) is or
becomes generally available to the public other than as a result of a
disclosure by us or anyone to whom we or any of our Representatives
transmit any Information in violation of this Agreement, (ii) is or
becomes known or available to us on a non-confidential basis and not in
contravention of applicable law from a source (other than an Affiliated
Entity or one of its Representatives) which we have reason to believe is
entitled to disclose it to us on such basis, or (iii) is independently
developed by us without access to the Information.
5. We (i) acknowledge that neither the Affiliated Entities nor any of their
respective Representatives makes any representation or warranty (express
or implied) as to the accuracy or completeness of the Information, and
(ii) agree, to the full extent permitted by law, that neither the
Affiliated Entities nor any of their respective Representatives shall have
any liability whatsoever to us or to any of our Representatives on any
basis (including, without limitation, in contract, tort, under federal or
state securities laws, or otherwise) as a result of our participation in
the Transaction and the use of the Information by us and our
Representatives; provided, however, that any specific representations and
warranties which may be made in connection with the Transaction (and only
those specific representations and warranties made) in a definitive
agreement, when, as and if it is executed, and subject to such limitations
and restrictions as may be specified in such definitive agreement,
including, without limitation, limitations on survival, shall have legal
effect.
6. Should any person seek to legally compel us or anyone to whom we transmit
the Information pursuant to this Agreement (by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demands or otherwise) to disclose
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any of the Information, we will provide the Company with prompt written
notice so that the Company may seek (at its expense) a protective order or
other appropriate remedy (including by participating in any proceeding to
which we are a party, which at the Company's request we will use our best
efforts (to no expense to us) to permit the Company to do) and/or waive
compliance with the provisions of this Agreement. In any event, we will
furnish only that portion of the Information which is legally required and
will exercise our best efforts (at no expense to us) to obtain reliable
assurance that confidential treatment will be accorded the Information.
7. It is further understood and agreed that no failure or delay by the
Company in exercising any right, power or privilege under this Agreement
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise of any right, power or
privilege hereunder.
8. This Agreement shall inure to the benefit of and be binding upon the
Affiliated Entities and us and our respective heirs, successors and
assigns, including any successor to the Affiliated Entities or
substantially all of their or our assets or business, by merger,
consolidation, purchase of assets, purchase of stock or otherwise.
9. We agree that the Affiliated Entities would be irreparably injured by a
breach of this Agreement by us or our Representatives and that the
Affiliated Entities shall be entitled to equitable relief, including
injunctive relief and specific performance, in the event of any breach of
the provisions of this Agreement. Such remedies shall not be deemed to be
the exclusive remedies for a breach of this Agreement by us or our
Representatives, but shall be in addition to all other remedies available
at law or equity. We agree that the Company shall have the right to
enforce all the terms of this Agreement on behalf of the Affiliated
Entities.
10. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
WITHIN SUCH STATE.
11. We also understand and agree that no contract or agreement providing for a
Transaction shall be deemed to exist between you and the Company or any of
the other shareholders of the Company unless and until a Definitive
Agreement has been executed and delivered, and we hereby waive, in
advance, any claims (including, without limitation, breach of contract) in
connection with the Transaction unless and until we shall have entered
into a Definitive Agreement. We also agree that unless and until a
Definitive Agreement between the Company or any of the shareholders of the
Company and you with respect to a Transaction has been executed and
delivered, neither of us or our stockholders has any legal obligation of
any kind whatsoever with respect to any such Transaction by virtue of this
Agreement or any other written or oral expression with respect to such
Transaction except, in case of this Agreement, for the matters
specifically agreed to herein. For
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purposes of this paragraph, the term "Definitive Agreement" does not
include an executed letter of intent or any other preliminary written
agreement, unless a statement to that effect is explicitly made in any
such letter or agreement nor does it include any written or verbal
acceptance of an offer or bid on your part. Neither this paragraph nor
any other provision in this Agreement may be waived or amended except by
written consent of the Company and you, which consent shall specifically
refer to this paragraph (or such other provisions) and explicitly make
such waiver or amendment.
Very truly yours,
G-I Holdings
/s/ Xxxxx X. Xxxxxx
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By:
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Title: SVP/CFO
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Date: 28 JULY 95
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AGREED TO AND ACCEPTED:
U.S. INTEC, INC.
By: /s/ Xxxxx X. Xxxxx
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Title: PRES.
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Date: 7-28-95
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