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Exhibit 99.3/A
CONFIDENTIALITY/STANDSTILL AGREEMENT
THIS AGREEMENT is dated as of the 26th day of September,
2007
AMONG:
SWANSI HOLDINGS CORP. , a Panama corporation and having an
office for business located at Nerine Fiduciaire S.A., Rue
des Terreaux-du-Temple 4, Case postale 5023, CH - 1211 Geneva
11, Switzerland (“Swansi”);
AND:
ZULU ENERGY CORP. , a Colorado
corporation having an office for business located at 2610–
1066 West Hastings Street, Vancouver, BC V6E 3X2
(“Zulu”)
WHEREAS Swansi and Zulu are willing to enter into
discussions regarding a possible acquisition by Zulu of shares of
Nyati Resources Botswana (PTY) Limited, a Botswana corporation
(“Nyati Botswana”) from Swansi (the
“Acquisition”).
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in
consideration of the exchange of Confidential Information (as
defined herein) between Swansi and Zulu as may be reasonably
requested from time to time and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
CONFIDENTIALITY
Confidential Information
1.1
For purposes of this Agreement, the term confidential information
(“Confidential Information”) shall mean all financial
and other nonpublic information, together with notes, analyses,
compilations, studies or other documents prepared or provided by
the disclosing party in connection with the evaluation of the
Acquisition. Confidential Information shall also include
proprietary information concerning the respective businesses,
operations and assets of the parties, including, without
limitation, trade secrets, techniques, models, data, documentation,
code, research, development, processes, procedures, business
strategy, marketing timetables, pricing policies, financial
information and other information of a similar nature, whether or
not reduced to writing or other tangible form. Confidential
Information shall not include (a) information known to a receiving
party (the “Receiving Party”) or Representatives prior
to obtaining the same from the disclosing party (the
“Disclosing Party”); (b) information in the public
domain at the time of disclosure by Disclosing Party; or (c)
information approved for release by written authorization of an
authorized officer of the Disclosing Party.
Representatives
1.2
For purposes of this Agreement, the term representatives
(“Representatives”) shall mean each party, their
directors, officers and employees, as well as their counsel,
accountants, consultants and other representatives in connection
with the transactions contemplated hereby provided that such
persons are bound by confidentiality agreements no less stringent
than those in this Agreement.
Use of Confidential Information
1.3
Each party will use the Confidential Information it receives solely
for the purpose of evaluating the Acquisition and not for any other
purpose and, except to the extent permitted by paragraph 1.5
hereof, will keep such Confidential Information strictly
confidential, provided, however, that Confidential Information may
be disclosed to such Representatives as needed to know such
information for the purpose of evaluating and negotiating the terms
of the Acquisition and for no other purpose.
Non-Disclosure
1.4
Except to the extent permitted by paragraph 1.5 hereof, for a
period of twelve (12) months following the conclusion of any
discussions or negotiations relating to the Acquisition, the
parties hereto will direct their r
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