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EXHIBIT 7
MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is entered into on October 14, 1999 between Best Software, Inc.,
with its principal place of business at 00000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, XX
00000 and Sage Software, Inc., with its principal place of business at 00
Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000.
WHEREAS, the Parties are contemplating business and technical discussions
concerning a possible business combination.
WHEREAS, the Parties may need or want to disclose certain Information to
each other on a confidential basis to further their discussions concerning such
business and technical developments;
NOW, THEREFORE, in consideration of the disclosure of Information (as
defined herein) by either Party, the Parties agree as follows;
1. Definitions:
"Information" is defined as communications or data including, but not
limited to, business information, marketing plans, technical or financial
information, customer lists or proposals, sketches, models, samples,
computer programs and documentation, drawings, specifications, whether
conveyed in oral, written, graphic, or electromagnetic form or otherwise.
"Party" is defined as either entity executing this Agreement and any
subsidiary, division, affiliate, or parent company of such entity.
2. All Information related to the parties' business or technical discussions
described in the Preamble to this Agreement that is disclosed by one
Party ("Disclosing Party") to the other ("Receiving Party") shall be
protected by the Receiving Party.
3. Information of the Disclosing Party shall remain the property of the
Disclosing Party. The Receiving Party agrees to protect the Information
of the Disclosing Party against unauthorized disclosure and warrants that
it applies reasonable safeguards against the unauthorized disclosure
Information.
4. The Receiving Party agrees that: (i) the Information shall be used solely
for the purpose described in the preamble to this Agreement; (ii) it will
not use any Information disclosed hereunder for any other purpose; and
(iii) it will not distribute, disclosure or disseminate Information to
anyone except its employees and agents with a need to know and who, in
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each case, have been informed of the confidential nature of the
Information and have agreed to be bound by the terms of this Agreement.
5. The Information shall be treated as confidential and safeguarded
hereunder by the Receiving Party for a period of two (2) years.
6. This Agreement shall not apply to Information that:
(a) is in or enters the public domain, through no fault of the
Receiving Party; or
(b) is or has been disclosed by the Disclosing Party to the Receiving
Party or to a third party without restriction; or
(c) is already in the possession of the Receiving Party, without
restriction and prior to disclosure of the information hereunder;
or
(d) is or has been lawfully disclosed by a third party to the
Receiving Party without an obligation of confidentiality.
Notwithstanding the above, nothing hereunder shall prevent the Receiving
Party from disclosing Information which it is required to disclose by
court order or pursuant to the rules and regulations of a governmental
agency or body, in either case having jurisdiction over the Receiving
Party, to the extent so required by such court order or the published
rules and regulations of such governmental authority; provided, however,
that prior to any such disclosure the Receiving Party shall (i) notify
the Disclosing Party promptly in writing of any order or request to
disclose and of the facts and circumstances surrounding such order or
request so that the Disclosure Party may seek an appropriate protective
order and (ii) cooperate with the Disclosing Party in any proceeding to
obtain an appropriate protective order.
7. In the event that the above-mentioned business combination is not
completed, each Party agrees not to solicit, entice or offer employment
to any employees of the other Party before one (1) year from the date of
this Letter; provided, however, that the foregoing shall not prohibit
either Party from employing any individual who has received notice of
termination from, or ceased to be employed by, the other Party prior to
the first time such individuals discussed, directly or with any
representatives, employment by the hiring Party.
8. Each Party acknowledges that in its examination of the Information it
will be exposed to material nonpublic information concerning the business
and financial condition of the Disclosing Party and consequently the
Receiving Party agrees that prior to the date two (2) years from the date
hereof, without the prior written approval of the Board of Directors of
the Disclosing Party, the Receiving Party will not (and will insure that
its affiliates (and any person acting on behalf of or in concern with the
Receiving Party or any affiliate) will not) purchase or otherwise acquire
(or enter into any agreement or
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make any proposal to purchase or otherwise acquire) any securities of the
Disclosing Party, any warrant or option to purchase such securities, any
security convertible into any such securities or any other right to
acquire such securities.
9. Except as expressly provided herein no license or right is granted by the
Disclosing Party to the Receiving Party under any patent, patent
application, trademark, copyright, software or trade secret.
10. At the Disclosing Party's request, all Information of the Disclosing
Party in tangible form, or any copies thereof, that is in the possession
of the Receiving Party shall be returned to the Disclosing Party or
destroyed.
11. Each Party agrees that it will not disclose the subject matter or terms
of this Agreement or the discussion between the Parties without the
written consent of the other Party.
12. This Agreement shall terminate two (2) years from the date first written
above. Any amendment of this Agreement must be in writing and signed by
authorized officials of each Party. No failure or delay in exercising any
right under this Agreement shall operate as a waiver thereof.
13. This Agreement shall be governed by the laws of the Commonwealth of
Virginia.
Best Software, Inc. Sage Software, Inc.
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By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer Title: Vice President Finance and
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Chief Financial Officer
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