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INTEK GLOBAL CORPORATION
00 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
January 19, 1999
Securicor plc
Xxxxxx Xxxx Xxxxx
00 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxx, XX0 0XX
Xxxxxxx
CONFIDENTIALITY AGREEMENT
Gentlemen:
In connection with evaluating various alternatives relating to your debt
and equity interests in Intek Global Corporation ("Intek Global") (herein the
"Evaluation"), you have requested that we or our representatives furnish you or
your representatives with certain information relating to Intek Global. All
such information (whether written or oral) furnished in connection with the
Evaluation by us or our directors, officers, employees, affiliates,
representatives (including, without limitation, investment bankers, financial
advisors, attorneys and accountants) or agents (collectively, "our
Representatives") to you or your directors, officers, employees, affiliates,
representatives (including, without limitation, investment bankers, financial
advisors, attorneys, accountants and financing sources) or agents
(collectively, "your Representatives") and all analyses, compilations,
forecasts, studies or other documents prepared by you or your Representatives
in connection with your or their review of, or your interest in, the Evaluation
which contain or reflect any such information is hereinafter referred to as the
"Information." The term Information will not, however, include information
which (i) is or becomes publicly available other than as a result of a
disclosure by you or your Representatives in breach of this letter agreement or
(ii) is or becomes available to you on a nonconfidential basis from a source
(other than us or our Representatives) which, to the best of your knowledge
after due inquiry, is not prohibited from disclosing such information to you by
a legal, contractual or fiduciary obligation to us.
Accordingly, you agree that:
1. You and your Representatives (i) will keep the information confidential
and will not (except as required by applicable law, regulation or legal
process, and only after compliance with paragraph 3 below), without our
prior written consent, disclose any Information in any manner
whatsoever, and (ii) will not use any Information other than in
connection with the Evaluation or the implementation of one or more of
the alternatives considered in connection therewith; PROVIDED, HOWEVER,
that you may reveal the Information to your Representatives (a) who are
informed by
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you of the confidential nature of the Information and (b) you will be
responsible for any breach of this letter agreement by any of your
Representatives.
2. You and your Representatives will not (except as required by applicable
law, regulation or legal process, and only after compliance with paragraph
3 below), without our prior written consent, disclose to any person the
fact that the Information exists or has been made available or the
substance of any discussions between us (the "Other Information").
3. In the event that you or any of your Representatives are requested pursuant
to, or required by, applicable law, regulation or legal process to
disclose any of the Information or Other Information, you will notify us
promptly so that we may seek a protective order or other appropriate
remedy or, in our sole discretion, waive compliance with the terms of
this letter agreement. In the event that no such protective order or other
remedy is obtained, or that Intek Global waives compliance with the terms
of this letter agreement, you will furnish only that portion of the
Information or Other Information which you are advised by counsel is
legally required and will exercise all reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the
Information.
4. At any time upon the written request of Intek Global or any of our
Representatives, you will, at your option, either (i) promptly destroy all
copies of the written Information in your or your Representatives'
possession and confirm such destruction to us in writing, or (ii) promptly
deliver to Intek Global at your own expense all copies of the written
Information in your or your Representatives' possession. Any oral
Information will continue to be subject to the terms of this letter
agreement.
5. You acknowledge that neither we, nor our other Representatives, nor any of
their respective officers, directors, employees, agents or controlling
persons within the meaning of Section 20 of the Securities Exchange Act of
1934, as amended, makes any express or implied representation or warranty
as to the accuracy or completeness of the Information, and you agree that
no such person will have any liability relating to the Information or for
any errors therein or omissions therefrom.
6. You agree that requests for additional information, facility tours or
management meetings will be first submitted or directed to the undersigned.
7. You acknowledge that remedies at law may be inadequate to protect us
against any actual or threatened breach of this letter agreement by you or
your Representatives, and, without prejudice to any other rights and
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remedies otherwise available to us, you agree that we may seek
injunctive relief in our favor without proof of actual damages. In the
event of litigation relating to this letter agreement, if a court of
competent jurisdiction determines in a final, nonappealable order that
this letter agreement has been breached by you or by your
Representatives, then you will reimburse Intek Global for its
reasonable costs and expenses (including, without limitation, legal
fees and expenses) incurred in connection with all such litigation.
8. You agree that no failure or delay by us in exercising any right,
power or privilege hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or
privilege hereunder.
9. This letter agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts between
residents of that State and executed in and to be performed in that
State.
10. This letter agreement contains the entire agreement between you and us
concerning the confidentiality of the Information, and no
modifications of this letter agreement or waiver of the terms and
conditions hereof will be binding upon you or us, unless approved in
writing by each of you and us.
11. This letter agreement shall terminate upon the earlier to occur of the
consummation of a transaction between Intek Global and Securicor which
has been recommended for approval by the Board of Directors to the
stockholders of Intek Global and eighteen (18) months from the date
hereof.
Please confirm your agreement with the foregoing by signing and returning
to the undersigned the duplicate copy of this letter enclosed herewith.
Very truly yours,
Intek Global Corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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Accepted and Agreed as of the date
first written above:
/s/ Xxxxx Xxxxxxxxx
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By: Securicor plc
Name: Xxxxx Xxxxxxxxx
Title: Director
