December 22, 2011 Blackbaud, Inc. Re: Disclosure Procedures for Highly Confidential InformationDisclosure Procedures for Highly Confidential Information • January 25th, 2012 • Convio, Inc. • Services-prepackaged software
This letter agreement governs the terms of disclosure by Convio, Inc. (“Target”) to Blackbaud, Inc. (“Buyer”) of information and documents to members of the Clean Team that are identified as “Highly Confidential Information”, in furtherance of Buyer’s efforts to conduct due diligence with respect to its potential acquisition of Target (the “Transaction”). “Highly Confidential Information” shall include, without limitation, all information and documents that are responsive to line items which Target has marked as Highly Confidential Information on the diligence request list included in the electronic data room established by Target in connection with this Transaction. Buyer has indicated that review of Highly Confidential Information by certain of its independent consultants or employees is necessary in order for Buyer to move forward in conducting due diligence on the Transaction.
