CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

PricewaterhouseCoopers CSG (US) LLC – Korea Branch Hanil Group Building 19th Flr. 191 Hangangro 2ga, Yongsanku Seoul 140-702, KOREA Telephone  (822) 709-6491

 

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

 

 (“Company”), has appointed Accounting Corporation, the member firm of aaa in Korea, as its financial advisor (“Financial Advisor”) regarding the sale of the Company’s assets of its Information & Communication (“I&C”) division (the “Division”). aaa Accounting Corporation are hereafter collectively referred to as the Financial Advisor.

 

In connection with our role as the Financial Advisor to the Company, we have furnished or will furnish you with certain information which has been or will be identified as non-public, confidential or proprietary in nature. Such information, in whole or in part, together with any additional information furnished to you and analyses, compilations, studies, materials, memoranda, data, notes or documents prepared during the review of the Division by you, or your agents, directors, officers, employees, counsel, consultants, affiliates or advisors (your “Representatives”) which contain or otherwise reflect such information, is hereinafter referred to as the “Information.”  In consideration of our furnishing the Information to you or your Representatives, you agree that:

 

            1.    The Information will be kept confidential and shall not, without the prior consent of the Company or the Financial Advisor, be disclosed by you or your Representatives, in any manner whatsoever, in whole or in part, and shall not be used by you or your Representatives in any way directly or indirectly detrimental to the Company other than in connection with the review identified above, and shall be disclosed by you only to your Representatives who have a "need to know" such Information to the extent reasonably necessary, based on their role in the transaction, and who shall be informed by you of the confidential nature of the Information and who shall have first agreed to be bound by the terms and conditions of this Agreement (the “Agreement”).  Without the prior written consent of the Company or the Financial Advisor (i) you will not, and you will direct your Representatives not to, disclose to any person the fact that the Information has been made available or that you have inspected any portion of the Information, the fact that discussions or negotiations have taken place or may take place concerning a possible transaction between the Company and you or any other terms, conditions, or other facts with respect to these discussions or any such possible transaction including the status thereof and the subject matter of the Agreement, and (ii) you will not solicit for employment, for yourself or any person affiliated with you, personnel of the Company, and (iii) no  request or proposal to amend, modify, or waive any provision of the Agreement (other than a request or proposal made or solicited by the Company) shall be made or solicited.  The term "person" as used in the Agreement shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual.

 

            2.    The Information, except for that portion of the Information which consists of analyses, compilations, studies, materials, memoranda, data, notes, or other documents prepared by you or your Representatives, will be returned to the Financial Advisor immediately upon request without retaining any copies thereof.  That portion of the Information which consists of analyses, compilations, studies, material, memoranda, data, notes, or other documents prepared by you or your Representatives will be destroyed and such destruction shall be certified in writing to the Financial Advisor by an authorized officer supervising such destruction.

 

            3.    In the event that you or anyone to whom you transmit the Information pursuant to the Agreement becomes legally compelled to disclose any of the Information, you will provide the Company with prompt notice thereof before such Information is disclosed so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of the Agreement.  In the event that such protective order or other remedy is not obtained, you will furnish only that portion of the Information which you are advised by written opinion of counsel is legally required and will exercise your best efforts to assist the Company to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Information that is disclosed.

 

            4.    Any questions or correspondence concerning the Information or this transaction will be directed by you exclusively to the Financial Advisor.  You or your Representatives will not approach the Company or any of their employees without the prior consent of the Financial Advisor.

 

            5.    Nothing contained herein shall in any way restrict or impair your right to use, disclose or otherwise deal with:

 

a.             Information which at the time of its disclosure is, or which thereafter becomes through no fault of yours or your agents or employees, part of the public domain by publication or otherwise; and

 

b.            Information which you can show was in your possession, or the possession of one or more of your parent, subsidiary or affiliated companies or entities, at the time of disclosure and was not acquired, directly or indirectly, under any secrecy obligation to the Company.

 

            6.    You understand and agree that (i) the Company and the Financial Advisor shall be free to conduct the process relating to any possible transaction as they shall determine in their sole discretion, and (ii) you shall not have any rights or claims whatsoever against the Company, the Financial Advisor, or any of their respective Representatives arising out of any or relating to any transaction (other than any rights or claims arising out of any definitive written agreement that may be entered into with you (a "Definitive Agreement") in accordance with its terms.)

 

            7.    You understand that neither the Company, the Financial Advisor nor any of their respective Representatives is making any representation or warranty as to the accuracy or completeness of the Information.  The Company, the Financial Advisor and their Representatives have disclaimed any and all liability arising from your use of the Information.

 

            8.    Except as expressly provided herein with respect to the confidentiality and non-disclosure of the Information, nothing in the Agreement shall obligate any party in any manner whatsoever with respect to the consummation of negotiations for any transaction between you and the Company.

 

            9.    No failure or delay by the Company or any of its Representatives in exercising any right, power or privilege under the Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege herewith.  No provision of the Agreement may be waived or amended nor any consent given except by a writing signed by a duly authorized representative of the Company or the Financial Advisor, which specifically refers to the Agreement and the provision so amended or for which such waiver or consent is given.  In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby.

 

            10.  Your obligations and the obligations of your Representatives under the Agreement shall expire five years from the date hereof.

 

We agree that money damages would not be sufficient remedy for any breach of the Agreement and, therefore, in addition to any other remedies available to the Company and the Financial Advisor in the event of your or your Representatives' breach of the terms hereof, the Company and Financial Advisor shall also be entitled to specific performance and injunctive or other equitable relief.  You agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy.

 

The Agreement constitutes the entire agreement between and among the parties as to the subject matter hereof, no representations having been made by either of the parties except as herein specifically set forth.  No rights or obligations other than those expressly recited herein are to be implied from the Agreement.  The Agreement shall be construed and enforced in accordance with the laws of the Republic of Korea.

 

 

Very truly yours,

 

aaaa

 

 

 

By:       ___________________________________________

             Name:                        

             Title: Managing Partner

            For and on behalf of the Financial Advisor.

 

Accepted and agreed to

this _____ day of __________ 1999

 

 

 

Firm Name

 

By:                             ___________________________________________

                                    Name

                                    Title: