You agree you will not disclose the existence of your discussions with Company of a possible negotiated transaction without Company’s express written consent to such disclosure.
You agree you will not discuss with or offer to any third party a participation in the possible negotiated transaction.
This confidentiality agreement and Your obligations hereunder shall terminate two years after the date hereof.
In over 10 years of creating and selling legal forms, our focus has never changed: providing our customers high quality legal products, low prices and an experience that takes some confusion out of the law.
The term "Confidential Information" does not include information which (i) is already in your possession (other than information previously furnished to you by the Company or any affiliate thereof), provided that such information is not known by you to be subject to another confidentiality agreement with or other obligation of secrecy to the Company, or (ii) becomes generally available to the public other than as a result of a disclosure by you or your directors, officers, employees, agents or advisors, representatives, lenders and others associated with you (collectively "Representatives"), or (iii) becomes available to you on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to the Company, or (iv) is independently developed by you.
Confidential Information shall not be deemed to be generally available to the public or in the public domain merely because any part of any Confidential Information is embodied in general disclosures or because individual features, components, or combinations thereof are now known or become known to the public.
You hereby acknowledge that you are aware, and that you will advise such directors, officers and employees who are informed as to the matters which are the subject of this confidentiality agreement, that the United States securities laws and regulations prohibit any person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
If you receive a request to disclose or are required to disclose all or any part of the information contained in the Confidential Information (by oral questions, interrogatories, requests for information or other documentary subpoena, civil investigative demand or other processes), you shall, to the extent permitted by law (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request or requirement, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request, and if requested by Company, resist such disclosure or portions thereof at Company's expense and under Company's direction, and (iii) if disclosure of such information is required, exercise your best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which the Company so designates.
You also agree that you will pay all costs and reasonable attorneys' fees incurred by Company in the event of your breach or threatened breach of this confidentiality agreement.
Your obligations under this confidentiality agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana applicable to contracts made and to be wholly performed in Indiana.