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Gaither Petroleum Corporation - Registration

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Gaither Petroleum Corporation

Gaither Petroleum Corporation - Divestiture 2017

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made this 13th day of December, 2017, by and between Gaither Petroleum Corporation whose address is 16600 Park Row, Houston, Texas 77084, (“Gaither Petroleum” or “Disclosing Party”) and

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(“Reviewer”) concerning a possible transaction or acquisition of certain oil and gas properties or interests owned or controlled by Gaither Petroleum, and/or its affiliates, located in various counties or parishes in Texas or Louisiana or both, as shown listed on Exhibit “A” attached hereto (each individually a “Prospect Area” or together the “Prospect Areas”). Reviewer, which shall include without limitation, Reviewer’s affiliates, agents, representatives (including attorneys, accountants, bankers and financial advisors) directors, managers, officers, investors, members, contractors, consultants or employees (“Reviewer’s Representatives”), has been or will be furnished in confidence by Gaither Petroleum and/or its affiliates, or certain representatives, agents, consultants or other parties retained by or otherwise acting for or on behalf of Gaither Petroleum (“Gaither Petroleum Representatives”) certain written, oral or visual information respecting the Prospect Areas, for the sole purpose of permitting Reviewer to evaluate what, if any, further interest Reviewer has in purchasing an interest in one or all of the Prospect Areas (the “Potential Transaction”).

I. EVALUATION MATERIAL

Information, irrespective of the form of communication, together with all analyses, compilations, interpretations, studies or other documents or records provided by Disclosing Party, its agents, representatives (including attorneys, accountants and financial advisors) directors, officers, investors, contractors, consultants or employees, which contain or otherwise reflect or are generated from such information for Reviewer’s review of, or interest in, the Prospect Areas, are hereinafter collectively referred to as the “Evaluation Material.” Without limiting the generality of the foregoing, the Evaluation Material shall include all documents relating to the Prospect Areas, including reports, maps, cross-sections, seismic data, land data, geophysical data, geological data, analyses, samples, logs and any other data (and compilations, interpretations and analyses derived therefrom) pertaining to the exploration, development or operation of the Prospect Areas.


II. PROPRIETARY NATURE

Reviewer acknowledges that (a) the Evaluation Material is of proprietary and confidential nature, (b) damage could result to Disclosing Party if any Evaluation Material is disclosed to any third party, (c) such Evaluation Material has been furnished to Reviewer subject to, and in consideration of, Reviewer’s agreement that Reviewer will maintain its confidentiality in accordance with the terms of this Agreement and that Reviewer will use it solely for the evaluation of the Potential Transaction and for no other purpose, and (d) Reviewer shall not discuss it with, or otherwise disclose it to, others except as authorized herein. Without limiting the generality of the foregoing, without the prior written consent of Disclosing Party, Reviewer shall not (a) remove any of the Evaluation Material from Disclosing Party’s offices (except for such Evaluation Material as is transmitted to Reviewer by Disclosing Party), or (b) use the Evaluation Material in any way that is detrimental to Disclosing Party.


III. EVALUATION MATERIAL EXCLUSIONS

Reviewer’s obligation of confidentiality, non-use and non-disclosure under this Agreement shall not prevent Reviewer’s use or disclosure to others of information which (a) is now in the public domain, or hereafter enters the public domain, through no violation by Reviewer or Reviewer’s Representatives, (b) is lawfully obtained from a source (other than Disclosing Party or Disclosing Party Representatives) in accordance with terms and conditions, if any, imposed upon Reviewer by such source respecting the use and disclosure thereof; provided, however, that such source was not at the time bound by a confidentiality agreement with Disclosing Party or any of Disclosing Party Representatives to the knowledge of Reviewer or Reviewer’s Representatives, or (c) has been independently acquired or developed by Reviewer or Reviewer’s Representatives without the use of the Evaluation Material and/or is in the lawful possession of Reviewer as of the date of disclosure hereunder.


IV. INTERNAL DISCLOSURE

Reviewer may, only to the extent necessary for Reviewer to make the contemplated evaluation, disclose the Evaluation Material to such of Reviewer’s Representatives who need to know such information for the purpose herein described; provided, that such individuals are informed of the confidential nature of the Evaluation Material and agree to be legally bound to the same burdens of confidentiality, non-use and non-disclosure to which Reviewer is bound by this Agreement. Reviewer agrees to be responsible for any breech of this Agreement by Reviewer’s Representatives.


V. COMPELLED DISCLOSURE

In the event that Reviewer becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) or is requested or required by regulatory authorities to disclose any of the Evaluation Material or any of the terms, conditions or other facts with respect to the Potential Transaction, including the status thereof, Disclosing Party agrees that Reviewer and Reviewer’s Representatives may disclose such Evaluation Material without liability under this Agreement but Reviewer agrees it will provide Disclosing Party with prompt notice (if permissible) so that Disclosing Party may seek a protective order or other appropriate remedy at Disclosing Party’s sole expense and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Disclosing Party waives compliance with the provisions of this Agreement, Reviewer will furnish only that portion of the Evaluation Material which Reviewer is advised by its counsel is legally required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded that Evaluation Material.


VI. OWNERSHIP

The Evaluation Material shall remain the property of Disclosing Party, except for analyses, compilations, studies or other documents prepared by Reviewer or Reviewer’s Representatives (“Reviewer’s Evaluation Material”). If Reviewer decides that it does not wish to proceed with a transaction with Disclosing Party, Reviewer will inform Disclosing Party as soon as practicable of that decision. In that case, or upon receipt of a written request of Disclosing Party for any reason, Reviewer will within 15 days deliver to Disclosing Party or destroy all documents (and all copies thereof) furnished to Reviewer or Reviewer’s Representatives by or on behalf of Disclosing Party pursuant hereto except for (i) presentation materials based on the Evaluation Material presented by Recipient to its board of directors, investment committee or similar management body, (ii) materials based on the Evaluation Material prepared by Reviewer’s Representatives in connection with advising the Recipient, (iii) any Evaluation Material contained in back-up computer records for the period such records are normally archived by Reviewer or Reviewer’s Representatives or otherwise to comply with internal document retention policies, and (iv) such copies of the Evaluation Material as the Reviewer or Reviewer’s Representatives are required to retain by applicable law or governmental regulation. Notwithstanding the return or destruction of Reviewer’s Evaluation Material, Reviewer and Reviewer’s Representatives will continue to be bound by Reviewer’s obligations of confidentiality and other obligations hereunder for the term of this Agreement, as set forth below. NON-SOLICITATION Reviewer agrees that, for a period of eighteen (18) months from the date of this Agreement, neither it nor any of its affiliates will solicit for hire any of the officers or other employees of Disclosing Party or any of its subsidiaries other than (i) through any general solicitation for employees (including through the use of newspapers, trade journals, the internet, employment agencies or search firms) in your ordinary course of business consistent with past practice that is not specifically directed at any such persons and (ii) the hiring of any person who contacts Reviewer on his or her own initiative.


VII. COMMUNICATION

Reviewer agrees that (a) all communications (whether oral or written) concerning Reviewer’s evaluation of the Evaluation Material or any other matter relating to a potential transaction involving Disclosing Party, including any questions or requests for information, shall be made only to the A&D Department of Disclosing Party, and (b) all indications of interest, or offers submitted by prospective parties to a transaction with Disclosing Party (whether invited or uninvited) shall be made only to the attention of either Douglas W. Gaither or Robert Mongole.


VIII. WARRANTY

Disclosing Party represents and warrants that it has the right to disclose Evaluation Material under the terms and conditions of this Agreement without violating the legal rights of, or its contractual obligations to, any third party. DISCLOSING PARTY MAKES NO OTHER EXPRESS WARRANTY, AND DISCLAIMS ALL IMPLIED WARRANTIES, WITH RESPECT TO THE INFORMATION OR THE SUBJECT MATTER OF THE AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO (I) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, (II) THE PRESENCE OF HYDROCARBONS WITHIN THE PROPERTIES OR (III), THE RESULTS WHICH MIGHT BE EXPECTED FROM ANY EXPLORATION, DEVELOPMENT, PRODUCTION AND/OR HYDROCARBON MARKETING ACTIVITIES INVOLVING THE PROPERTIES. NOTHING CONTAINED IN THE INFORMATION IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION OR WARRANTY, WHETHER AS TO THE PAST, PRESENT OR FUTURE.


IX. DAMAGES

Reviewer acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by Reviewer or any of Reviewer’s Representatives and that Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach, in any event without the necessity of posting bond or security, the requirement of which is hereby waived by Reviewer. Such equitable relief shall not be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity to Disclosing Party.


X. WAIVER AND AMENDMENT

No failure or delay by Disclosing Party or Reviewer in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No provision in this Agreement can be waived or amended except by written consent of Disclosing Party or Reviewer. All modifications of and amendments to this Agreement must be in writing and signed on behalf of Reviewer and Disclosing Party.


XI. TERM

This Agreement shall remain in full force and effect until the earlier of the following dates: (a) eighteen (18) months from the date hereof or (b) the date a transaction concerning the subject matter hereof is consummated between the parties hereto.


XII. PRIOR SALE OR WITHDRAWAL

All Properties and related business opportunities shown by Disclosing Party hereunder shall be subject to prior sale or withdrawal, at Disclosing Party’s sole discretion, and Disclosing Party shall not be obligated to provide notice to Reviewer with respect to any such sale or withdrawal.


XIII. HEIRS AND ASSIGNS; CHOICE OF LAWS

This Agreement is for the benefit of and enforceable by the parties hereto and their respective permitted successors and assigns, and shall be governed by and construed in accordance with the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might apply the law of another jurisdiction. The parties hereby waive trial by jury in any action or proceeding brought by either party against the other party in any matter whatsoever arising out of or in relation to or in connection with this agreement. The parties hereto submit to the exclusive jurisdiction of competent courts located in Harris County, Texas.


XIV. NOTICES

All notices to Disclosing Party hereunder, including the execution of this Agreement, shall be in writing and delivered via electronic mail, facsimile or United States mail to:

Gaither Petroleum Corporation
Douglas Gaither, President
16600 Park Row
Houston, Texas 77084
281-994-5400
dwg@gpcoil.co

XV. TRANSMISSION

The facsimile transmission of this Agreement or electronically delivered portable document format (pdf) transmission (or any amendments thereto), and transmission or retransmission of any signed facsimile transmission or electronically delivered portable document format (pdf) transmission, shall be the same as delivery of an original for all purposes. Upon request by either party, the party receiving such request will confirm facsimile transmitted signatures by signing an original document for delivery between them. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.



REVIEWING PARTY

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By clicking 'I Accept', you agree to the confidentiality agreement.



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