EXHIBIT 10.1
July 14, 2005
Mr. Vinod Gupta
IUSA Acquisition Corporation
Omaha, Nebraska
Confidentiality Agreement
Dear Mr. Gupta:
In
connection with your consideration of a possible transaction
(“Transaction”) with infoUSA, Inc. (together with its
subsidiaries, the “Company”), you have requested the
right to use, or to furnish to third parties, certain non-public
information regarding the Company or the Transaction. All of this
information (whether written or oral) furnished (whether before or
after this date) by you (or by the Company at your direction) to
third parties including your affiliates, directors, officers,
employees, advisors, agents, “controlling persons”
(within the meaning of the Securities Exchange Act of 1934, as
amended (the “1934 Act”)), financial advisors, and
potential debt or equity financing sources (such affiliates and
other persons being referred to collectively as
“Representatives”) in connection with your
consideration of a Transaction, and any notes, analyses,
compilations, forecasts, studies or other documents prepared by you
or any of your Representatives which contain or reflect any such
information, is referred to as “Evaluation Material.”
The term “Evaluation Material” does not, however,
include any information which at the time of disclosure or
thereafter is generally known by the public (other than as a result
of its disclosure by you or your Representatives).
In
consideration of your being permitted to use and to furnish the
Evaluation Material to your Representatives as provided herein, you
hereby agree as follows:
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1.
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The
Evaluation Material will be used solely for the purpose of
evaluating a Transaction with the Company involving you or your
affiliates and will not be used in any other manner, and unless and
until you have completed a Transaction pursuant to a definitive
written agreement between you or any affiliate and the Company, the
Evaluation Material will be kept strictly confidential by you and
your Representatives and not disclosed in any manner, except that
the Evaluation Material or portions may be disclosed to those of
your Representatives who need to know this information for the
purpose of evaluating a Transaction with the Company (it being
understood that prior to this disclosure your Representatives shall
be informed of the confidential nature of the Evaluation Material
and shall agree to be bound by this agreement (the
“Agreement”)). In any event, you agree to be
responsible for any breach of this Agreement by your
Representatives and you agree, at your expense, to take all
reasonable measures to restrain your Representatives from
prohibited or unauthorized disclosure or use of the Evaluation
Material.
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2.
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Except as required by law or the
rules or regulations of any applicable securities exchange, neither
you nor your Representatives will, without the prior written
consent of the Special Committee of independent directors of the
Company (the “Special Committee”), disclose to any
person any of the terms, conditions or other facts with respect to
any possible Transaction, including its status and the fact
that
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the Evaluation
Material has been made available to you or your Representatives
(all of the foregoing being deemed to constitute Evaluation
Material). As used in this Agreement, the term “person”
shall be broadly interpreted to include the media and any
corporation, company, joint venture, partnership, trust, individual
or other legal entity, including any governmental
authority.
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3.
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In
the event that you or any of your Representatives are requested or
required by interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar legal process to
disclose any of the Evaluation Material, it is agreed that you or
that Representative, as the case may be, will provide the Company
and the Special Committee with prompt written notice of each
request so that the Company may seek an appropriate protective
order or other appropriate remedy and/or waive your or the
Representative’s compliance with the provisions of the
Agreement, and you will cooperate with the Company to obtain a
protective order or other remedy. In the event that a protective
order or other remedy is not obtained or that the Company grants a
waiver hereunder, you or the Representative may furnish only that
portion of the Evaluation Material which, in the opinion of your
counsel, you or the Representative are legally compelled to
disclose and will exercise your and, if applicable, the
Representative’s reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded any
Evaluation Material so furnished.
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4.
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You
understand and acknowledge that neither the Company nor any of its
Representatives is making any representation or warranty, express
or implied, as to the accuracy or completeness of the Evaluation
Material. Neither the Company nor any of its Representatives shall
have any liability to you or any other person (including any of
your Representatives) resulting from your use of the Evaluation
Material.
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5.
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You
agree that no contract or agreement providing for a Transaction
will be deemed to exist between the Company and you unless and
until a definitive written agreement has been executed and
delivered by the Company and you. You agree that, unless and until
a definitive written agreement between the Company and you with
respect to the Transaction has been executed and delivered, neither
the Company nor any of its Representatives will have any legal
obligation or liability of any kind with respect to the Transaction
by virtue of this Agreement, any other written or oral expression
with respect to the Transaction by the Company or any of its
Representatives, or otherwise. For the purposes of this paragraph,
a “definitive written agreement” does not include an
executed letter of intent or any other preliminary written
agreement, nor does it include any written or oral acceptance of
any offer or bid.
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6.
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Title to the Evaluation Material
shall remain in the Company, and no license, intellectual property
right or other right in or to any of the Evaluation Material is
granted or implied by this Agreement. If you determine that you do
not wish to proceed with the Transaction, or the Transaction is not
consummated by you, you will promptly notify the Company of this
determination and, in that event, or at any
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other time at
the request of the Company, you will promptly deliver to the
Company, at your expense, or destroy all of the Evaluation
Material, including all copies, reproductions, summaries, analyses
or extracts thereof or based thereon in the possession of any of
your Representatives, and
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