EXHIBIT 99.(D)(2)
CONFIDENTIALITY AGREEMENT
To further the business relationship among Fuji Photo Film
U.S.A., Inc. ("Fuji"), Heartland Imaging Companies, Inc. ("Heartland") and
PrimeSource Corporation ("PrimeSource") the parties intend to evaluate and
exchange certain information concerning their respective businesses and future
business relationship (the "Project"). In consideration of the exchange of such
information and to set forth a clear understanding of our mutual rights and
obligations relating thereto, Fuji, Heartland and PrimeSource hereby agree as
follows:
1. For purposes of this Agreement the term "Information" shall
mean all information which the disclosing party deems to be confidential and
proprietary to it (including, but not limited to, data, electronic information,
know-how, technical and non-technical materials, and specifications) and which
the disclosing party delivers to the receiving party pursuant to this Agreement.
The parties agree that "Information" includes the fact that the Project itself
is being conducted.
2. The receiving party, its subsidiaries and affiliates
(collectively referred to as "Recipient") agree to maintain in confidence the
Information with the same degree of care Recipient holds its own confidential
and proprietary information. Recipient will not use the Information except for
its evaluation of the Project pursuant to this Agreement. Recipient will
disclose the Information only to its employees directly concerned with the
evaluation of the Project, and Recipient will not disclose the Information to
any third party nor will Recipient use the Information for any other purpose.
For purposes of this paragraph "subsidiaries and affiliates" shall mean any
corporation, firm, partnership, or other entity which directly or indirectly
controls, is controlled by, or is under common control with, the Recipient's
company.
3. The preceding obligations of Recipient of non-disclosure
and the limitation upon the right to use the information shall not apply to the
extent that Recipient can demonstrate that the Information is: (a) in the
possession or control of Recipient prior to the time of disclosure hereunder, or
(b) at the time of disclosure or thereafter becomes public knowledge through no
fault or omission of the Recipient; or (c) lawfully obtained by Recipient from a
third party under no obligation of confidentiality to the disclosing party.
4. Subject to the provisions of paragraph 3 hereof, all
proprietary rights (including but not limited to patent rights and trade
secrets) in and to the Information shall remain the disclosing party's property.
5. The Information being disclosed pursuant to this Agreement
is disclosed with the express understanding that neither Fuji, Heartland, nor
PrimeSource will be obligated to enter into any further agreement relating to
the Project or the Information, and nothing in this Agreement shall be construed
as granting any license relating thereto.
6. Upon the request of the disclosing party, Recipient will
promptly return to the disclosing party all of the Information and use
reasonable efforts to destroy all copies thereof.
7. All obligations of Recipient under this Agreement shall
terminate five (5) years from the date of this Agreement.
8. Each of Fuji, Heartland and PrimeSource represent to the
other parties that it has the full authority and right to enter into this
Agreement and to disclose to the other parties the Information disclosed by it
and that such disclosure will not violate the rights of any third party.
9. This Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter hereof, and none of the
terms of this Agreement shall be amended or modified except in writing signed by
the parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement
this 11th December, 2000.
FUJI PHOTO FILM U.S.A., INC. HEARTLAND IMAGING COMPANIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Executive Vice President and Chief Chairman
Operating Officer
PRIMESOURCE CORPORATION
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
President and Chief Executive Officer
