Exhibit 10.7
MUTUAL NON-DISCLOSURE
AGREEMENT
This Agreement is made as of the 31
st day of October, 2008, by and among:
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INDUFLEX HOLDING
NV, a Belgian company, with a registered office at 2000 Antwerp,
Frankrijklei 78 and registered with the Crossroads Bank of
Enterprises under enterprise number 0807.149.569 (the “
Buyer ”); and
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ROGERS INDUFLEX
NV (formerly UCB Induflex NV, and soon to be renamed with a name
omitting any reference to “Rogers”), a Belgian
corporation having its registered office at Ottergemsesteenweg 799,
9000 Ghent, Belgium and registered with the Crossroads Bank of
Enterprises under enterprise number 0427693784 (the
“Company ”); and
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ROGERS
CORPORATION, a Massachusetts corporation having its headquarters at
One Technology Drive, Rogers, CT 06263 (“ Seller
”).
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The Buyer and
the Seller have entered into that certain Stock Purchase Agreement,
dated as of the date hereof (the " Stock Purchase Agreement
"), providing for, among other things, the acquisition by Buyer of
all of the issued and outstanding shares of the Company.
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An important
portion of the value of the Company resides in its know-how and
other intellectual property, relating to the development,
manufacture and sale of laminates, coated tapes and films for
purposes of shielding, insulating, barring and identification (the
“Business”), and the Buyer seeks to protect that
intellectual property (which is also known to certain personnel of
the Seller) from disclosure to third parties, and from use by the
Seller in ways other than those permitted by the various agreements
between Seller and the Buyer and/or the Company, including without
limitation the Production License Agreement between the Company and
the Seller, and the Non-Competition Agreement between the Buyer and
the Seller, both of even date herewith.
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Seller likewise
has an interest in making sure that confidential information
relating to the Seller and not primarily to the Company which may
remain in the possession of the Company and/or its personnel not be
disclosed by the Company to third parties or used for purposes
other than bona fide business purposes of the Company.
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NOW, THEREFORE, in consideration of
their mutual disclosures to each other, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as
follows:
1.
Confidential Information
As used herein, the term
“Information” shall mean and include any and all
hardware, software, algorithms, trade secrets, know-how,
information, business plans, marketing plans, customer and supplier
lists, and other business data, financial statements, projections,
lists, reports, studies, findings, formulae, specifications,
designs, inventions, and other data or knowledge of any kind,
regardless of the form of media upon which it appears (and
specifically including electronic or computer data and computer
software). “Confidential Information” shall
mean and include (a) any and all confidential or proprietary
Information in the possession of the Company or the Buy
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