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NONDISCLOSURE AGREEMENT
THIS NONDISCLOSURE AGREEMENT ("Agreement") is entered into this 6th day of
July 2000 by and between Convergent Group Corporation of 6399 S. Fiddler's
Green Circle, Suite 600, Englewood, CO, a Delaware corporation ("CVG"), and
Schlumberger, Industries S.A. of 50 Ave. Jean Jaures, 92542 Montrouge Cedex,
France, a French corporation, ("Recipient").
BACKGROUND
A. Recipient desires to discuss and evaluate a possible business
relationship with CVG;
B. In the course of such discussions, CVG may disclose to Recipient
certain financial, operational and technical information concerning
CVG, which constitutes Confidential Information as defined below; and
C. CVG is willing to allow disclosure to Recipient of the Confidential
Information provided Recipient does not disclose or misuse the
Confidential Information in violation of the terms and conditions of
this Agreement. Recipient agrees that, subject to the terms and
conditions of this Agreement, it will maintain in confidence any and
all such Confidential Information.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
(a) "Confidential Information" shall mean information which has been
or after the date hereof will be, furnished or disclosed by CVG,
or its employees, consultants or agents relating to CVG's
financial condition, business operations, sales or technology.
Confidential Information in tangible form must be marked as
"Confidential", "Proprietary" or words to that effect.
Confidential Information disclosed orally must be summarized in
tangible form, designated as "Confidential", and sent to the
receiving party within 30 days of the oral disclosure.
(b) "Related Parties" shall mean Recipient and its directors,
officers or employees, agents or advisors to the extent such
persons receive Confidential Information.
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2. NO DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION.
(a) Recipient shall keep in strictest confidence and trust all
Confidential Information and shall not disclose any Confidential
Information to any other entity or person or use any
Confidential Information for its own benefit or for the benefit
of another, except for the limited purpose set forth in Recital
A above, without the express written consent of CVG. Recipient
shall take all reasonable safeguards to prevent disclosure of
the Confidential Information.
(b) Recipient shall disclose the Confidential Information to Related
Parties on a "need to know" basis only. Recipient shall inform all
Related Parties who have access to the Confidential Information
that such Confidential Information is confidential and
proprietary to Convergent. Recipient shall be liable for any
unauthorized disclosure of Confidential Information by Related
Parties.
(c) The obligations of Recipient stated in the preceding paragraphs
of this Section 2 shall not apply to Confidential Information
which is generally known or available to the public or which may
later become generally known or available to the public, except
where such knowledge or availability is the result of an
unauthorized disclosure by Recipient or Related Party.
3. TERM OF AGREEMENT. Unless expressly terminated by agreement in
writing between the parties hereto, the term of this Agreement shall
continue and bind the parties hereto until December 31, 2002.
4. RETURN OF CONFIDENTIAL INFORMATION. All Confidential Information
shall remain the exclusive property of CVG. Recipient shall return or
destroy, and shall cause the Related Parties to return or destroy,
all copies, transcriptions or other reproductions of, and any notes
relating to Confidential Information to CVG upon either (i) the
accomplishment of the purpose for which the Confidential Information
was provided or (ii) receipt of a written notice from CVG requesting
return of the Confidential Information.
5. NO LICENSE OR OTHER RIGHTS. Nothing in this Agreement is intended to
or shall grant to Recipient or any Related Party any license or other
right of any nature to the use of any of the Confidential Information
or any intellectual property rights relating to the Confidential
Information, except for the limited purpose of evaluating a possible
data conversion/migration project with CVG.
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6. ACCURACY AND COMPLETENESS OF CONFIDENTIAL INFORMATION. CVG MAKES NO
WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION.
CVG accepts no responsibility for any expenses, losses or action
incurred or undertaken by Recipient as a result of the receipt of the
Confidential Information. IT IS FURTHER UNDERSTOOD BY RECIPIENT THAT
CVG DOES NOT WARRANT OR REPRESENT THAT IT WILL ENTER INTO ANY BUSINESS
RELATIONSHIP WITH RECIPIENT BASED UPON THE CONFIDENTIAL INFORMATION
DISCLOSED HEREUNDER.
7. CORPORATION AND ENFORCEMENT. Recipient shall (i) notify CVG
immediately of any unauthorized possession, use or knowledge of the
Confidential Information; (ii) promptly furnish CVG full details of
such possession, use or knowledge; and (iii) cooperate with CVG in
any litigation against third parties as may be deemed necessary by
CVG to protect its proprietary rights in the Confidential Information.
8. REMEDIES. Recipient acknowledges and agrees that CVG would be
irreparably harmed if any of the Confidential Information were to be
disclosed to third parties or if any use were to be made of the
Confidential Information other than that specified in this Agreement,
and further agrees that CVG shall have the right to seek and obtain
injunctive relief upon any violation or threatened violation of the
terms of this Agreement, in addition to all other rights and remedies
available to CVG at law or in equity.
9. INDEMNITY. Recipient shall indemnify CVG for and against all
damages, losses, claims, costs (including reasonable attorney's
fees), expenses and liabilities suffered or incurred as a direct
result of Recipient failing to fully comply with its covenants and
obligations under this Agreement relating to any Confidential
Information relating to CVG's technology, including by virtue of any
act of any Related Party.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties hereto with respect to the matters set forth herein.
11. AMENDMENTS. No amendment or waiver of any term of this Agreement
shall be effective unless such amendment or waiver is in writing and
is signed by each of the parties hereto.
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12. ASSIGNMENT. Neither party may assign or delegate this Agreement,
or any rights, duties or obligations hereunder, without the prior
written approval of the other; provided, however, that CVG may
assign and delegate its rights, duties or obligations to any
affiliate of CVG or incidental to a transfer of all or
substantially all of CVG's business. Subject to the foregoing,
this Agreement shall be binding upon, and shall inure to the
benefit of, the parties and their respective representatives,
successors and assigns.
13. ATTORNEY'S FEES. If any party shall commence any action or
proceeding against the other in order to enforce the provisions of
this Agreement or to recover damages as the result of the alleged
breach of any of the provisions of this Agreement, the prevailing
party therein shall be entitled to recover all reasonable costs
incurred in connection therewith against the party commencing such
action of the party who has breached this Agreement, as the case
may be, including reasonable attorney's fees.
14. EXPORT. Notwithstanding any other provisions of the Agreement,
Recipients agree not to export, directly or indirectly, any US
source technical data acquired from Convergent or any products
utilizing such data to any countries outside the United States
which export may be in violation of the United States Export Laws
or Regulations. Nothing in this section releases Recipients from
any obligation stated elsewhere in this Agreement not to disclose
such data.
15. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Colorado, without
regard to the conflicts of laws principles of such state.
This Agreement has been executed as of the date first set forth above.
CONVERGENT GROUP CORPORATION SCHLUMBERGER INDUSTRIES S.A.
By: /s/ Glenn E. Montgomery, Jr. By: /s/ M.R. Scholten
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Name: Glenn E. Montgomery, Jr. Name: M.R. Scholten
Title: Chief Executive Officer Title: Director of Legal Services
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NONDISCLOSURE AGREEMENT
AMENDMENT NO. 1
THIS NONDISCLOSURE AGREEMENT AMENDMENT NO. 1 dated as of August 4th,
2000 by and between Convergent Group Corporation of 6399 S. Fiddler's Green
Circle, Suite 600, Englewood, CO, a Delaware corporation ("CVG"), and
Schlumberger Industries S.A. (hereinafter referred to as "SLB") of 50 Av.
Jean Jaures, 92542 Montrouge Cedex, France, a French corporation.
WHEREAS CVG AND SLB entered into that certain Non Disclosure Agreement (the
"NDA") dated the 6th day of July 2000 for the purpose of discussing and
evaluating a possible business relationship; and
WHEREAS CVG AND SLB now whish to extend their discussions and exchange
Confidential Information emanating from each party in order to prepare a
joint business plan with the aim to identify and quantify the opportunities
resulting from their possible business relationship.
NOW THEREFORE, in exchange for good and valuable consideration, the parties
have decided to amend the NDA as follows with effect as of the date first
mentioned above.
SOLE ARTICLE:
The NDA shall read and henceforth be construed to be reciprocal with respect
to all of the rights and obligations set forth therein. In particular the
term "Recipient" as used in the NDA shall now indicate the party receiving
Confidential Information from the other party and no longer exclusively refer
to SLB.
CONVERGENT GROUP CORPORATION, SCHLUMBERGER INDUSTRIES S.A.
By: /s/ Glenn E. Montgomery, Jr. By: /s/ M.R. Scholten
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Name: Glenn E. Montgomery, Jr. Name: M.R. Scholten
Title: Chief Executive Officer Title: Director of Legal Services
