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EXHIBIT 99(c)(1)
CONFIDENTIALITY AGREEMENT
An interest has been indicated by the undersigned parties (the
"Parties") to receive non-public and confidential information ("evaluation
material") relating to a potential purchase, investment, partnership, venture,
licensing, or other agreement ("possible agreement") between the companies.
In consideration of the opportunity to receive this information, the
Parties agree to observe the following conditions as a binding and contractual
obligation of confidentiality.
1. All information obtained by either party through the
evaluation process shall be treated as confidential and will be used solely for
investigating a possible agreement. It is agreed that the Parties shall limit
disclosure of any evaluation material to those individuals within the Parties'
organization having a need to know such information. The Parties agree not to
use in any way or disclose, directly or indirectly, any evaluation material to
any third party without receiving prior written authorizations from the other
party. The Party receiving the information shall not, however, be liable for
any disclosure or use of information:
(a) that was known to the receiving party prior to
receiving the information under this Agreement;
(b) that was generally available to the public before the
receiving party received the information under this
Agreement;
(c) that was received from a third party having no
obligations to either of the parties to this
Agreement to hold the information in confidence;
(d) that has been in the public domain or becomes
generally available through no act or failure to act
on the part of the party receiving the information;
or
(e) after December 31, 1998.
2. The Parties will, and will cause their representatives to,
refrain from disclosing to any person either the fact that discussions or
negotiations are taking place concerning a possible agreement or any of the
terms, conditions or other facts with respect to any such possible agreement,
including the status thereof.
3. At the request of either party, or in the event that it is
decided not to proceed with the possible agreement which is the subject of
this agreement within a reasonable time, the Parties shall promptly redeliver
all written evaluation material and any other written material containing or
reflecting any information in the evaluation material and will not retain any
copies, extracts or other reproductions in whole or in part of such written
material. Also, all documents, memoranda, notes and other writings whatsoever
based on the information in the
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evaluation material shall be destroyed, and such destruction shall be certified
in writing to the other party by an authorized officer supervising such
destruction.
4. The Parties agree they will not solicit to employ or do
business with any of the other party's current employees or sales
representatives so long as they are employed or otherwise doing business during
the period in which there are discussions conducted pursuant hereto and for a
period of one year thereafter without obtaining the prior written consent of
the other party.
5. The Parties agree that any evaluation material (either written
or oral) will be used solely for the purpose of evaluating a possible agreement
and will not be used in any way detrimental to the other party.
6. The Parties agree that for a period of three years from the
date of this agreement, neither party will make an unsolicited public offer for
any interest in the other, unless there is a pending offer for the other party
by another, or offers have been solicited by the party from others.
7. In the event of a breach of this Agreement by one party, the
other party may be entitled, in addition to all other rights and remedies
available to it under applicable law, to injunctive relief restraining such
breach, and/or to enforce specific performance of the provisions of this
Agreement.
LILLY INDUSTRIES, INC. GUARDSMAN PRODUCTS, INC.
Officer /s/ Xxxxx X. Xxxxxx Officer /s/ Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx, Vice President Xxxxxxx X. Xxxxxxx, President
and Chief Financial Officer and Chief Executive Officer
Date December 13, 1995 Date December 13, 1995
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