EXHIBIT 3
ROYAL BANK OF CANADA
Royal Bank Plaza
MUTUAL CONFIDENTIALITY AGREEMENT 000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0 Xxxxxx
(000) 000-0000
CONFIDENTIAL
as of January 31, 2000
Prism Financial Corporation
000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx
President & CEO
Dear Sirs:
Re: Confidentiality and Non-Disclosure Covenants
In connection with a possible transaction (the "Transaction") between Royal
Bank of Canada or any of its affiliates and Prism Financial Corporation
(hereinafter individually referred to as the "Party", the "Disclosing Party" or
the "Recipient Party", as the case may be, and collectively referred to as the
"Parties") the Parties are providing to each other certain information that is
non-public, confidential and/or proprietary in nature concerning their
respective business, operations and assets. In consideration of the Parties
providing such information to each other, each Party agrees, for a period of
two years from the date of this agreement, to treat any confidential
information concerning the other Party, whether prepared by or on behalf of
such Party or otherwise identified as confidential information at the time of
disclosure, in accordance with the provisions of this agreement and to take or
abstain from taking certain other actions hereinafter set forth.
1. The term "Confidential Information" includes all information of the
Disclosing Party provided under this agreement provided, however, that
it does not include information which (i) is or becomes generally
available to the public other than as a result of a disclosure by the
Recipient Party, (ii) was within the Recipient Party's possession on a
non-confidential basis prior to its being provided to the Recipient
Party by or on behalf of the Disclosing Party, (iii) is or becomes
available to the Recipient party on a non-confidential basis from a
source other than the Disclosing Party or its Representatives (as
defined below) which source, to the best of the Recipient Party's
knowledge, is not prohibited from disclosing such information by a
legal, contractual or fiduciary obligation, or (iv) is independently
developed by the Recipient Party without the use of the Disclosing
Party's information.
