<PAGE>
EXHIBIT (d)(2)
CONFIDENTIALITY AGREEMENT
This Agreement is made as of the 2nd day of August, 2000 ("Effective Date"), by
and between JPS PACKAGING COMPANY ("JPS"), with principal offices at 4200
Somerset Drive, Suite 208, Praire Village, KS 66208, and PECHINEY PLASTIC
PACKAGING, INC. ("PPPI"), with principal offices at 8770 W. Bryn Mawr Avenue,
Chicago, Illinois 60631 USA. The terms JPS and PPPI shall be deemed to include
their respective subsidiaries and affiliated companies.
1. RECITALS
a) JPS and PPPI are interested in conducting evaluations, discussions and
negotiations for the purpose of determining the feasibility of PPPI
acquiring JPS (the "Project").
b) As part of such Project it may be necessary for JPS and PPPI to
disclose to each other certain information which the parties consider
to be proprietary, confidential and of value regarding their businesses
and related products, manufacturing processes, sales, customers and
marketing strategies.
c) The information being disclosed by each party is hereinafter
collectively referred to as "Confidential Information." The term
"Confidential Information" shall refer to both Business Information and
Technical Information. The term "Business Information" shall be deemed
to include information concerning the company's books, records,
information, computer records, employees, suppliers and customers. The
term "Technical Information" may include, by way of example but without
limitation, trade secrets, research and development objectives, product
ideas and developments, data, designs, sketches, photographs, drawings,
reports, formulas, test methods, product composition, process
conditions, know-how, product and/or manufacturing specifications,
product or samples, studies, findings, inventions, and ideas.
d) The selection and amount of Confidential Information shall be at the
discretion of the party disclosing Confidential Information
("Disclosing Party"). The party receiving Confidential Information
under this Agreement is termed the "Receiving Party."
e) Confidential Information will be conveyed to the other party orally, in
writing or other tangible form, by visits to facilities or through
samples, provided that written disclosures are stamped "CONFIDENTIAL"
and oral disclosures are confirmed in writing as confidential within
ten days of the actual disclosure. All information obtained by visits
to facilities will be considered as confidential.
2. EXCHANGE OF INFORMATION
The parties hereby agree that they will exchange their Confidential
Information and that:
a) the Receiving Party will maintain the confidentiality of such
Confidential Information, will not disclose it to others and will use
it only for the Project described above; and
b) the Receiving Party will restrict the disclosure, dissemination or
other communication of the Confidential Information solely to such of
the Receiving Party's employees, agents and advisors who need to know
the Confidential Information and who are informed of the strict
confidential nature of the Confidential Information and who agree in
writing to be bound by the terms of this Agreement; and
<PAGE>
c) each party will take steps to minimize the dissemination or copying of
such Confidential Information except to the extent that it is necessary
to carry out the Project described above.
3. EXCEPTIONS
The obligations set forth above shall not apply when, and to the extent
that, such specific Confidential Information as a whole:
a) is already in the Receiving Party's possession as of the date hereof
and was not acquired directly from the Disclosing Party; or
b) at the time of disclosure or thereafter becomes rightfully available to
the Receiving Party from a third party without secrecy restriction and
who has obtained the Confidential Information through no fault of the
Receiving Party; or
c) at the time of disclosure is generally available to the public as
evidenced by generally available documents or publications through no
fault of the Receiving Party; or
d) can be demonstrated to have been independently developed by the
Receiving Party; or
e) is required to be disclosed, based on the good faith opinion of the
Receiving Party's counsel, pursuant to a lawful court order or
government mandate but, in such event, the Receiving Party shall notify
the Disclosing Party which shall use its commercially reasonable
efforts to maintain the confidentiality of the Confidential Information
by means of a protective order or other similar protection.
4. TERM OF AGREEMENT
This Agreement shall commence on the Effective Date and shall continue in
effect for a period of one (1) year, unless terminated at any time by
either Party upon 30 days' written notice to the other Party. In such
event, the obligations of this Agreement shall continue with respect to any
disclosures made prior to such termination.
5. DURATION OF CONFIDENTIALITY OBLIGATION
The confidentiality obligations of the parties shall remain in full force
and effect for a period of three (3) years from the date of expiration of
this Agreement. Except for the obligation of confidentiality as set forth
herein, neither party shall have any obligation other than to indicate
whether or not it is interested in entering into a further agreement
concerning the Confidential Information.
6. RETURN OF INFORMATION
At the termination of this Project all tangible evidence of the
Confidential Information furnished to the Receiving Party by the Disclosing
Party shall be returned to the Disclosing Party or, at the option of the
Disclosing Party, shall be destroyed and the Receiving Party shall certify
to such destruction.
7. PUBLICITY
-2-
<PAGE>
Neither party shall disclose the existence or contents of this Agreement to
any third party without the prior written consent of the other party.
Further, both parties agree not to disclose the nature or content of their
discussions which are the subject of the Project.
8. INVALIDITY
In the event any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, it shall be separated
from the others and shall not affect the validity of the other provisions
so long as the general intent of this Agreement can be fulfilled.
9. GOVERNING LAW
In the event of a dispute concerning the validity or interpretation of this
Agreement, the parties agree that the internal laws of the State of
Illinois, other than its conflicts of law rules, shall govern.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first set forth above.
PECHINEY PLASTIC PACKAGING, INC. JPS PACKAGING COMPANY
By:___________________________ By:___________________________
Ilene Gordon Leo Benatar
President Chairman of the Board
-3-
