Exhibit 10.2
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), dated as of
the 13th day of October, 2008 (the "Effective Date"), is by and
between
Scott's Liquid Gold-Inc. ("Issuer"), a Colorado corporation, and
Value
Fund Advisors, LLC, an Oklahoma limited liability company (the
"Recipient").
The Issuer proposes to engage in discussions with Recipient
regarding information respecting the Issuer which may not have
been
disclosed to Issuer's shareholders generally. To comply with Securities
and Exchange Commission regulations governing fair disclosure and
to
allow Recipient to have an observer at meetings of Issuer's Board
of
Directors, Recipient, intending to be legally bound, hereby
covenants
and agrees with the Issuer as follows:
1. The term
"Proprietary Information" as used herein means
any information regarding the Issuer and its subsidiaries
and/or
affiliates (specifically including, but not limited to, customer
and
employee information, business methods, and general operations
and
events) obtained by Recipient from or through the Issuer, but does
not
include information which (i) becomes generally available to the
public
other than as a result of a disclosure by Recipient or its
representatives; (ii) was within Recipient's possession prior to
its
being furnished to Recipient by or on behalf of the Issuer
pursuant
hereto, provided that the source of such information was not known
to
Recipient to be bound by a confidentiality agreement with or
other
contractual, legal or fiduciary obligation of confidentiality to
the
Issuer or any other party with respect to such information; (iii)
became
available to Recipient on a non-confidential basis from a source
other
than the Issuer, provided such source is not bound by a
confidentiality
agreement with or other contractual, legal or fiduciary obligation
of
confidentiality to the Issuer or any other party with respect to
such
information; or (iv) was independently developed by Recipient
without
reference to the proprietary information, provided such
independent
development can reasonably be proven by Recipient by written
records.
2.
Recipient hereby agrees it shall not buy or sell Issuer
stock (or any direct or indirect interest in Issuer's stock), or
advise
any of its affiliates to buy or sell stock (or any direct or
indirect
interest in Issuer's stock), while aware of Proprietary Information
that
might be considered material under securities laws and which has
not
been disclosed to the public. Recipient agrees that it shall
not,
directly or indirectly, disclose, sell, give, or otherwise transfer
or
make available
Proprietary Information to any third party, including
any of Recipient's affiliates, except as required by law or as
provided
in paragraph 4 herein.
Recipient shall use Proprietary Information
only for the purpose of providing comments to Issuer, having an
observer
at meetings of Issuer's Board meetings, and considering the
investment
of Recipient or its affiliates in Issuer (excluding in any
event
transactions prohibited by this paragraph 2).
Recipient hereby agrees to restrict disclosure or use of
Proprietary Information to only those of its employees who are
directly
involved in performing its obligations under this Agreement,
shall
restrict use of Proprietary Information by such employees to the
purposes
expressly set forth in this Agreement and shall cause any such
employees
to comply with the obligations of Recipient herein.
Upon termination of this Agreement or Recipient's ceasing to
have
an observer at meetings of the Board of Directors of Issuer,
whichever
is earlier, Recipient shall return to Issuer or destroy any
Proprietary
Information, including all reproductions made thereof, if any.
Reci
