Exhibit 99.2
CONFIDENTIALITY
AGREEMENT
This Confidentiality Agreement (the
“Agreement”) is made as of the 1 st day of
August, 2005 by and between SOURCECORP, Incorporated
(“SOURCECORP”) and JANA Partners LLC
(“JANA”, and together with SOURCECORP, the
“Parties”).
1.
Background . SOURCECORP is prepared to furnish to JANA
and to JANA’s directors, officers, members, employees and
agents, as applicable (collectively,
“Representatives”), certain of its confidential or
proprietary information. The Parties are entering into this
Agreement in order to assure the confidentiality of the
Confidential Information (as defined below) in accordance with the
terms of this Agreement.
2.
Confidential Information . As used in this Agreement,
the term “Confidential Information” shall mean all
information and data of SOURCECORP or any of its affiliates
furnished to JANA or any of its Representatives pursuant to this
Agreement by or on behalf of SOURCECORP, but does not include
information that (i) was known by JANA or available to the
public prior to the time of its disclosure, (ii) becomes
available to the public through no act or omission of JANA or
(iii) becomes available to JANA from a third party not known
by JANA to be under any obligation of confidentiality to SOURCECORP
with respect thereto. In addition, the term
“Confidential Information” shall be deemed to include
any notes, analyses, compilations, studies, interpretations,
memoranda or other documents prepared by JANA or its
Representatives that contain, reflect or are based upon, in whole
or in part, or recollections or memorizations of, any Confidential
Information furnished to JANA or its Representatives pursuant
hereto.
3.
Use and Disclosure of Confidential Information . JANA
and its Representatives shall use the Confidential Information only
with respect to evaluating JANA’s investment in SOURCECORP,
including to provide feedback to a JANA designee appointed to the
board of directors of SOURCECORP (the “Board”) in his
capacity as a member of the Board. The Confidential
Information shall not be used or exploited for any other purpose
without the prior written consent of SOURCECORP. JANA and its
Representatives shall hold in strict confidence, and shall not use
or disclose any Confidential Information, except as is required by
law in the written legal opinion, provided to JANA, of JANA’s
outside counsel (it being agreed that such exception shall not
permit JANA to disclose Confidential Information otherwise in
violation of this Agreement merely by virtue of its desire to trade
in SOURCECORP securities). JANA shall provide a copy of such
opinion to SOURCECORP upon request. In the event of any such
disclosure pursuant to court order or governmental request, JANA
will provide SOURCECORP with reasonable prior written notice so
that SOURCECORP may seek a protective order or other appropriate
remedy, and JANA shall exercise reasonable best efforts to assist
SOURCECORP at SOURCECORP’s expense in obtaining such order or
remedy. JANA shall disclose Confidential Information to its
Representatives only on a need to know basis for the purpose
specified herein. In any e
