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EXHIBIT 5
CONFIDENTIALITY AGREEMENT
between WYLE ELECTRONICS
00000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xx., XXX
-hereinafter "Wyle Electronics"-
and
XXXX XXXXXXX XX,
Xxxxxxx-x.-Xxxxxxxxx-Xxxxxxx-Xxxxx 0, 00000 Xxxxx, XXX
-hereinafter "Xxxx Xxxxxxx"
Both Wyle Electronics and Xxxx Karcher are looking for ways to overcome
deficits in their respective international market positions by cooperating with
one another along as yet undetermined lines (hereinafter "strategic
alternatives").
In consideration of this mutual objective both parties acknowledge and accept
to keep confidential all information that the other party or its
representatives shall furnish to it in connection with both parties efforts to
develop said strategic alternatives (hereinafter "Confidential Information")
and hereby expressly undertake not to use confidential information, directly or
indirectly in any respect or for whatever reason on its own behalf or on behalf
of any third party for any other purpose than the development of strategic
alternatives and not to disclose confidential information to any third party
and to take all the necessary steps to avoid such a disclosure in whatever form
but instead to disclose confidential information only on a "need to know" basis
to people involved in the development of strategic alternatives.
The terms of this agreement as well as the existence and contents of the
negotiations to take place shall be confidential.
Both parties accept that the other party makes no representation or warranty as
to the accuracy or completeness of the information disclosed under this
agreement other than that the information has been furnished in good faith.
The term of this agreement shall commence on the date of signature by the last
party to apply its hand to it and shall terminate on July 31, 1999 or on the
date the strategic alternatives referred to above have been agreed on and put
into practice or when the parties so determine in writing whatever occurs
first.
Essen, April the 8th 1997 ______________, April the
8th 1997
/s/ Xxxxxxxxx Xxxx /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------------- ----------------------------------
for and behalf of Xxxx Xxxxxxx for and behalf of Wyle Electronics
