You have agreed to provide certain information concerning the Company to INTEGRITY SQUARE LLC (“us” or “INTEGRITY”) so that we and you may evaluate our possible engagement as financial advisor in connection with a possible assignment.
We agree to treat confidentially all oral and written information concerning the Company that we may receive from the Company or any of its affiliates or agents (the “Evaluation Material”) in connection with our possible engagement. We also agree that prior to giving access to the Evaluation Material to any of our employees, officers, directors, agents, advisors or representatives (the “Representatives”) we shall inform such Representatives that they are bound by the terms set forth in this letter.
Evaluation Material shall include any information you provide to us in the course of our consideration of a possible engagement, whether in oral or written form. Any reports, analyses, or notes we produce that are based on, reflect or contain Evaluation Material (“Notes”) shall also be kept confidential. We shall not be required to maintain the confidentiality of Evaluation Material if it (i) was or becomes generally available to the public other than through disclosure by us in violation of this agreement; (ii) was available to us on a non-confidential basis prior to your disclosure to us; or (iii) becomes available to us from a source not known to us to have a duty of confidentiality with regard to the information.
We agree to use Evaluation Material only to help us analyze and evaluate our possible engagement, and shall permit our Representatives access to Evaluation Material only to the extent necessary to allow them to assist us in that analysis or evaluation. In the instance whereas ISQ is acting on behalf of a client in evaluating a potential acquisition, Representatives shall include ISQ’s client.
If we or our Representatives are requested to disclose any Evaluation Material or Notes in connection with any legal or administrative proceeding or investigation, to the extent practicable and permissible, we will notify you of the request so that you may seek a protective order or other remedy or waive our compliance with this agreement. We will cooperate with you on a reasonable basis in your efforts to obtain a protective order or other remedy, but we may disclose Evaluation Material or Notes without liability to you upon the advice of our counsel.
You may choose at any time to terminate our further access to Evaluation Material, and, upon your request, we will destroy or return all Evaluation Material previously delivered to us and all copies, summaries and extracts of such Evaluation Material and will destroy all Notes. Notwithstanding anything to the contrary in this agreement, we and our Representatives may retain, for archival purposes, any work product containing Evaluation Material, and provided further that we and our Representatives shall not be obligated to delete or erase any Notes or Evaluation Material contained in an archived computer system backup in accordance with security and/or disaster recovery procedures or as required by law, regulation or the rules of any self-regulatory organizations to which we are subject. Furthermore, notwithstanding the return or destruction of any Evaluation Material, we shall continue to be bound by the obligations in this agreement during its term.
Neither you nor we shall be under any legal obligation to one another, except as set forth herein, unless and until a definitive engagement agreement between us is executed and delivered. We acknowledge that money damages may not be a sufficient remedy for any breach of this agreement and agree that you shall be entitled to seek specific performance and injunctive or other equitable relief for any such breach.
This agreement shall be governed by the laws of the State of New York, and may be amended or waived only in writing signed by both of us and shall either be superseded by the confidentiality provisions of an engagement agreement between us or terminate one year from the date hereof.