EXHIBIT (c)(4)
Reciprocal Confidentiality Agreement Dated May 27, 1999
Each of us (a) agrees that we will use the other's "Confidential
Information" solely in connection with our joint consideration of a possible
business combination involving our companies and not for any individual
commercial or any other use and will at all times keep it confidential, (b)
warrants that it has the right to disclose the Confidential Information it
elects to disclose to the other and (c) acknowledges any information exchanged
hereunder is provided "AS IS" without any representation or warranty (express or
implied).
1. The "Confidential Information" of a party that is protected by this
Agreement is any information about it or its customers or suppliers that is
disclosed by or on behalf of it to this other party, whether in oral, visual,
written, electronic or other tangible or intangible form. This includes
(without limitation) all information about (a) products, processes or services
(including information concerning any material, method or manufacture, mold,
tooling, formula, trade secret, invention, drawing, design, research,
development, schematic, specification, graph, experimental data or the like) and
(b) purchasing, engineering, marketing, financial or other business information,
studies or practices.
2. The party's "Confidential Information" does not include any
information which (a) is at the time of disclosure, or thereafter becomes
without violation of this Agreement, a part of the public domain, (b) is already
known to the recipient at the time of disclosure or is subsequently received by
it from a third party, in each case without violation of any obligation of
confidentiality to the disclosing party, or (c) is independently developed by
the recipient without violation of this Agreement.
3. The recipient may only disclose the other party's Confidential
Information to those employees, affiliates and other representatives who need to
know it for purposes of evaluating the possible business combination. The
recipient will inform those representatives of the confidential nature of this
Confidential Information, will direct them to, and they shall, abide by the
terms of this Agreement as if they were parties, and will be responsible for any
breach by any of them. In addition, the recipient may disclose the other party's
Confidential Information pursuant to, but only to the extent of, an order or
similar decree of a court, administrative agency or other governmental body,
provided that it has given prompt prior written notice of such requirement to
the other party so that the other party can seek a protective order or other
appropriate remedy. Further, except to the extent as may otherwise be required
by law, neither of us nor our respective representatives will disclose to any
other person the fact that discussions or negotiations are taking place
regarding a possible business combination or any of the terms, conditions or
other facts with respect therein, including this notice thereof.
4. The recipient will protect the other party's Confidential
Information by using commercially reasonable efforts at least equal to those the
recipient employs for the protection of his own confidential information. Unless
and until otherwise agreed by the parties in writing, either party may terminate
discussions and negotiations regarding the possible business combination at any
time and for any reason. Upon demand, the recipient will cease using the
Confidential Information, immediately return all written, printed and other
eligible Confidential Information, destroy all notes, analysis, complilations,
studies and other documents it has prepared which contain or reflect that
information and all copies of the foregoing it is reasonably able to locate
(except for one file copy which may be kept solely for record keeping purposes
and to determine compliance with this Agreement in the event of a dispute), and
provide written confirmation that the foregoing has occurred.
5. Each of us will be entitled to specific performance and injunctive
relief as remedies for any violation of this Agreement by the other, in addition
to all other remedies available at law or equity. No failure or delay in
exercising any right will operate as a waiver, nor will any single or partial
exercise of a right preclude any other or further exercise or this exercise of
any other right. This Agreement constitutes our full understanding about its
subject matter, may not be amended or modified except in a written agreement
signed by each of us and shall be governed by the laws of California (without
reference to the conflicts of law principles thereof). This Agreement shall
expire on the third anniversary of the date hereof and thereafter be of no
further force or effect.
SAINT-GOBAIN INDUSTRIAL CERAMICS, INC. FURON COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ J. Xxxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxxx J. Xxxxxxx Xxxxx
Title: President and Chief Chairman & CEO
Executive Officer
