1
CONFIDENTIALITY AGREEMENT
In connection with our consideration of making an investment in Sage
Laboratories, Inc. (the "Company"), the undersigned Filtronic Comtek, plc, a
corporation organized under the laws of the United Kingdom ("Filtronic") will be
furnished with information regarding the business, financial condition,
marketing, operations and technical data of the Company. Filtronic will utilize
this information only upon your explicit agreement and in connection with its
evaluation of a possible investment in the Company and acknowledges that this
information is confidential and that disclosure to any person or entity is
restricted by the terms of this agreement.
Filtronic and the Company hereby agree as follows:
1. All non-public information received by Filtronic from the Company with
respect to the Company's business, including without limitation, the
existence of this agreement and the fact that conversations may be taking
place between the Company and Filtronic, shall be treated as confidential
and shall not be utilized for advantage or disclosed by Filtronic. Such
information will be furnished to Filtronic for the sole purpose of
evaluating the investment. Access to confidential information will be
limited to employees, officers and directors and professional
representatives of Filtronic who will participate in a decision with
regard to the investigation and evaluation of the Company.
2. Filtronic shall not disclose or make known to others that there are
discussions regarding a possible investment.
3. Filtronic will not contact the Company's banker, employees, suppliers or
others concerning the Company without written permission from the Company.
4. Filtronic will promptly advise the Company of any determination not to
pursue an investment and shall thereupon, and in any event upon the
Company's request, promptly deliver to the Company all information
furnished to Filtronic in a tangible format without retaining copies
thereof.
5. Confidential information that is the subject of this agreement shall not
include information which (1) is or generally becomes available to the
public other than as a result of a disclosure by the party receiving such
information pursuant to a non-disclosure obligation hereunder, (2) was
available on a non-confidential basis prior to its disclosure as can be
shown by competent proof, or (3) becomes available on a non-confidential
basis from another source, as can be shown by competent proof, and
provided that such source is not bound by a confidentiality agreement with
either party hereto.
6. This agreement shall take effect as a sealed instrument and shall be
binding upon the parties and their successors and assigns. This agreement
shall be governed by the substantive laws of the Commonwealth of
Massachusetts.
Dated: February 12, 1998 FILTRONIC COMTEK plc.
By: /s/ Xxxxxxxxxxx Xxxxxxxxx
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SAGE LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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