Global Med Technologies®, Inc. Wyndgate Technologies® PeopleMed®, Inc. eDonor® Inlog 12600 West Colfax Avenue Suite C-420 Lakewood, Colorado 80215-3734 Phone: (303) 238-2000 Fax: (303) 238-3368 CONFIDENTIALITY AGREEMENT
Exhibit
(d)(4)
Global
Med
Technologies®,
Inc.
Wyndgate Technologies®
PeopleMed®, Inc.
eDonor®
Inlog
Wyndgate Technologies®
PeopleMed®, Inc.
eDonor®
Inlog
00000 Xxxx
Xxxxxx Xxxxxx
Xxxxx X-000
Xxxxxxxx, Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
Xxxxx X-000
Xxxxxxxx, Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
March 24,
2009
Dear Xx. Xxxxxx:
In connection with a possible business relationship (the
“Transaction”) between Global Med Technologies, Inc.
(“Global”), its divisions, Wyndgate Technologies
(“Wyndgate”) and eDonor (“eDonor”), and its
subsidiaries, PeopleMed, Inc. (“PeopleMed”) and Inlog,
SA (“Inlog”), and Haemonetics Corporation and or one
or more of its subsidiaries (“Haemonetics”) (together
referred to as the “Parties”), Global, Wyndgate,
eDonor, PeopleMed, and Inlog may be providing to Haemonetics
confidential information (as defined below) concerning Global,
Wyndgate, eDonor, PeopleMed, and Inlog, and Haemonetics may be
providing to Global, Wyndgate, eDonor, PeopleMed and Inlog,
confidential information (as defined below) concerning
Haemonetics.
1. As used herein, “Confidential Information”
means all data, reports, interpretations, forecasts and records
containing or otherwise reflecting information concerning
Global, Wyndgate, eDonor, PeopleMed, Inlog, or Haemonetics or
any of its subsidiaries that is not available to the general
public and which Global, Wyndgate, eDonor, PeopleMed, Inlog or
Haemonetics will provide or have previously provided to each
other at any time, including but not limited to any such
information obtained by meeting with personnel or
representatives of Global, Wyndgate, eDonor, PeopleMed, Inlog,
or Haemonetics, together with analyses, compilations, studies or
other documents, whether prepared by Global, Wyndgate, eDonor,
PeopleMed, Inlog, or Haemonetics or its subsidiaries or others,
which contain or otherwise reflect such information.
2. In consideration for Global, Wyndgate, eDonor,
PeopleMed, and Inlog providing Haemonetics with Confidential
Information and Haemonetics providing Global, Wyndgate, eDonor,
PeopleMed, and Inlog with Confidential Information, by the
Parties’ respective signatures hereto, Global, Wyndgate,
eDonor, PeopleMed, Inlog, and Haemonetics agree that for a
period of three (3) years (i) all Confidential
Information of the disclosing Party will be held and treated by
the receiving Party, its agents and employees in confidence and
will not, except as hereinafter provided, without the prior
written consent of the disclosing Party, be disclosed by the
receiving Party, or its agents or employees, in any manner
whatsoever, in whole or in part, and will not be used by the
receiving Party or its agents or employees other than in
connection with consideration of the Transaction, and
(ii) without the disclosing Party’s written consent,
except as required by law as advised by counsel, the receiving
Party and its agents and employees will not disclose to any
person the fact that the Confidential Information has been made
available, that discussions or negotiations are taking place or
have taken place concerning a possible transaction involving the
Parties, or any of the terms, conditions or other facts with
respect to such possible transaction, including the status
thereof. The term “person” as used in this agreement
will be interpreted broadly to include, without limitation, any
corporation, company, partnership or individual. Moreover, the
Parties further agree (i) to disclose Confidential
Information of the other Party only to its agents and employees
who need to know the Confidential Information for purposes of
evaluating the Transaction and who will be advised of this
agreement and agree to be bound by the terms of this agreement,
(ii) that the Parties will be satisfied that such agents
and employees will act in accordance herewith and
(iii) that, in any event, each Party shall be responsible
for any breach of this letter agreement by its respective agents
or employees.
3. Notwithstanding the foregoing, the following will not
constitute “Confidential Information” for purposes of
this Agreement:
(A) Information which was already in the receiving
Party’s possession without an obligation of confidentiality
prior to the date hereof and which was not acquired or obtained
from the disclosing Party or pursuant to a confidentiality
agreement.
(B) Information which is obtained or was previously
obtained by the receiving Party from a third person who, insofar
as is known to such receiving Party after reasonable inquiry, is
not prohibited from transmitting the information to the
receiving Party by a contractual, legal or fiduciary obligation
to the disclosing Party.
(C) Information which is or becomes generally available to
the public other than as a result of a disclosure by the
receiving Party or its agents or employees.
4. The written Confidential Information, except for that
portion of the Confidential Information that may be found in
analyses, compilations, studies or other documents prepared by
the receiving Party, its agents or employees, will be returned
to the disclosing Party promptly upon request by the disclosing
Party without retention of any copies thereof.
5. The portion of the Confidential Information that may be
found in analyses, compilations, studies or other documents
prepared by the receiving Party, its agents or employees, oral
Confidential Information and any written Confidential
Information not so requested and returned will be held by the
receiving Party and kept subject to the terms of this agreement
or destroyed.
6. In the event that either Party or its respective
subsidiary (each a “Subpoenaed Party”) is requested or
required (by oral questions, interrogatories, requests for
information or documents, subpoena, Civil Investigative Demand
or other process) to disclose any Confidential Information, it
is agreed that the Subpoenaed Party will provide to the other
prompt notice of any such request or requirement so that the
affected Party may seek an appropriate protective order or waive
compliance with the provisions of this agreement. If, failing
the entry of a protective order or upon the receipt of a waiver
hereunder, the Subpoenaed Party, in the opinion of counsel, is
compelled to disclose Confidential Information, the Subpoenaed
Party may disclose that portion of the Confidential Information
which its counsel advises is required to be disclosed. In any
event, the Subpoenaed Party will not oppose action by the other
Party to obtain an appropriate protective order or other
reliable assurance that confidential treatment will be accorded
the Confidential Information.
7. The Parties acknowledge that the Parties do not make any
express or implied representations or warranties as to the
accuracy or completeness of the Confidential Information, and
each such Party expressly disclaims any and all liability that
may be based on the Confidential Information errors therein or
omissions therefrom. The Parties agree that Global, Wyndgate,
eDonor, PeopleMed, Inlog, and Haemonetics and its subsidiaries
are not entitled to rely on the accuracy or completeness of the
Confidential Information and that the Parties shall be entitled
to rely solely on the representations and warranties made to
each other in any final agreement relating to the participation
in the Transaction.
8. The Parties hereby acknowledge that unauthorized
disclosure, or use of Confidential Information may cause
irreparable harm and injury to the Disclosing Party the monetary
value of which may be difficult to ascertain and each Party will
have the right to seek injunctive relief to enforce the other
Party’s obligations under this Agreement, in addition to
any other rights and remedies it may have.
9. This Agreement does not constitute a representation,
assurance, guarantee or inducement by either Party to the other
or a license to any intellectual property disclosed hereunder.
Neither Party shall be under any obligation to enter into any
further agreement with the other.
10. It is further understood and agreed that no failure or
delay in exercising any right, power or privilege hereunder
shall operate as a waiver, thereof, nor shall any single or
partial exercise thereof or the exercise of any right, power or
privilege hereunder.
If the forgoing reflects the Parties’ agreement, Global,
Wyndgate, eDonor, PeopleMed, Inlog, and Haemonetics will sign
below in duplicate and will return the duplicate copy of this
letter to the other, whereupon it shall become a binding
agreement, to be governed by Colorado law, without regard to the
principles of conflicts of law thereof.
Sincerely,
GLOBAL MED
TECHNOLOGIES®,
INC.
WYNDGATE
TECHNOLOGIES®
eDONOR®
PEOPLEMED®,
INC.
INLOG
|
By:
|
/s/ Xxxxxxx X. Xxxxx | Date: | 30 Mar 09 | |||
|
Xxxxxxx X. Xxxxx, M.D. Chairman and CEO |
Agreed to as of the date set forth below:
HAEMONETICS CORPORATION
|
By:
|
/s/ Xxxxxxxxxxx X. Xxxxxx | Date: | March 30, 2009 | |||
| Xxxxxxxxxxx X. Xxxxxx, CFO |
