Sample Business Contracts

Confidentiality and Non-Disclosure Agreement - SheerVision Inc. and Northeast Securities Inc.

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August 3, 2005


In connection with our possible interest in participating in a financial
transaction with SheerVision, Inc. (the "Company"), which may include a possible
recapitalization, restructuring, joint venture or sale of some of the Company,
or any of its assets, securities or business, the Company will be furnishing us
with certain information and materials of a non-public, confidential, or
proprietary nature. Such information and materials, in whole or in part,
together with analyses, compilations, studies or other documents or materials
prepared by us, our agents, our directors, our affiliates, or our employees
(collectively, the "Representatives"), which contain or otherwise reflect or are
generated from such information and our review of or interest in the Company, is
hereinafter referred to as the "Information" provided, however, that
"Information" shall not include information that (a) is or becomes generally
available to the public other than as a result of a disclosure by us or any
Representative, (b) is or becomes available to us on a non-confidential basis
from a source other than the Company or Hallmark Capital which is not bound by a
duty of confidentiality to you or the Company, (c) is independently developed by
us solely from publicly available information, or (d) is disclosed pursuant to
an order or requirement of a court, government administrative agency or other
governmental body.

In consideration of the Company furnishing us with the Information, we agree

1.    We shall use best efforts to keep the Information confidential and the
      Information shall not, without the prior written consent of the Company,
      be disclosed by us or any Representatives and shall not be used by us or
      any Representatives other than solely in connection with our evaluating
      the transactions contemplated above or pursuant to that certain Engagement
      Letter dated August 2, 2005 between the Company and us (the "Engagement
      Letter"). In disclosing the Information to Representatives, we agree to
      disclose the information only to those Representatives who need to know
      the information exclusively for the purpose of evaluating a possible
      transaction with the Company, who are informed by us of the strictly
      confidential nature of the information, and who shall have previously
      agreed for our and the Company's benefit to be bound by the terms and
      conditions of this Agreement. In any event, we shall be responsible for
      any breach of this Agreement by the Representatives.

2.    All copies of the Information, except for that portion of the Information
      that consists of analyses, compilations, studies, or other documents
      prepared by the Representatives, will be returned to the Company promptly
      upon request without our or our Representatives retaining any copies
      thereof. That portion of the Information which consists of analyses,
      compilations, studies, or other documents prepared by the Representatives
      will be held by us and kept




      strictly confidential and subject to the terms of this Agreement, or will
      be destroyed. Such destruction will be confirmed in writing, upon request
      of the Company.

3.    Although we understand that the Company has included or will include in
      the Information certain data that it believes to be relevant for the
      purpose of our investigation, the Company is not making any representation
      or warranty as to its accuracy or completeness.

4.    Other than in connection with the performance of our services pursuant to
      the Engagement Letter, neither we nor any Representatives will make any
      disclosure of our review of, or interest in, the Company without the
      Company's prior written consent, and we further agree that no Information
      regarding the Company will be used by us or any Representatives in any
      manner which might be construed by the Company to be competitive with or
      detrimental to its existing or projected business operations.

5.    In the event that we or any Representative to whom we transmit any
      Information pursuant to this Agreement becomes legally compelled to
      disclose any of the Information, we will provide the Company with prompt
      notice thereof so that you and the Company may seek a protective order or
      other appropriate remedy and/or waive compliance with the provisions of
      this Agreement. In the event that such protective order or other remedy is
      not obtained, or that the Company waives compliance with the provisions of
      this Agreement, we will furnish only that portion of the Information which
      is legally required.

6.    We acknowledge that the injury which would be suffered by the Company in
      the event of any breach of our or our Representatives' obligations
      hereunder would be of a nature which could not be fully compensated for
      solely by a recovery of monetary damages, and accordingly agree that in
      the event of any breach or threatened breach of any of our obligations
      hereunder, in addition to and not in lieu of any damages sustained by the
      Company and any other remedies which the Company may pursue hereunder or
      under applicable law, the Company shall have the right to equitable
      relief, including issuance of a temporary restraining order, preliminary
      injunction and/or permanent injunction by any court of competent
      jurisdiction, against the commission or continuation of such breach or
      threatened breach, without the necessity of proving any actual damages or
      the posting of any bond.

7.    This Agreement shall terminate one (1) year after the effective date of
      this Agreement.

8.    This Agreement shall be governed as to validity, construction, and
      performance by the internal laws of the State of New York, without regard
      to principles of conflict of laws and shall constitute the full Agreement
      by us with respect to Information submitted to us or any Representatives
      and shall supersede any and all prior agreements and understandings
      relating thereto. No modification or addition to any provision of this
      letter Agreement shall be binding unless approved in writing and signed by
      an officer of both our company and the Company.




                                         Accepted, Agreed to and Signed by:

                                         For: NORTHEAST SECURITIES, INC.

                                         By: /s/ O. Lee Tawes III
                                             O. Lee Tawes III

                                         Date: __________________