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Strategic Relationship Term Sheet

This is an actual contract between SciQuest and Dupont E I De Nemours &.

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Sectors: Computer Software and Services, Media, Manufacturing
Governing Law: Delaware, View Delaware State Laws
Effective Date: October 25, 1999
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SciQuest.com, Inc.

5151 McCrimmon Parkway

Suite 208

Morrisville, NC 27560

October 25, 1999


--------------------- Dupont Pharmaceuticals Company Attention: Ms. Laurie Strehl

Re: Strategic Relationship between SciQuest.com, Inc. ("SciQuest") and

Dupont Pharmaceuticals Company ("Dupont Pharmaceuticals")


This Letter Agreement, together with the attached Term Sheet, set forth the general terms and conditions of the proposed business transaction between SciQuest and Dupont Pharmaceuticals. This Agreement constitutes a binding agreement to consummate the transactions described herein, except as expressly provided in the Term Sheet. The summary of important te rms and conditions of the proposed transaction and the intentions of the parties are set forth herein and in the attached Term Sheet, the terms of which are incorporated herein by reference.

1. Definitive Agreements. The terms, conditions and intentions set forth

--------------------- herein and in the Term Sheet are to be supplemented by mutually acceptable, additional agreements to be negotiated and executed by SciQuest and Dupont Pharmaceuticals ("Additional Agreements"). Such Additional Agreements shall contain such warranties, representations, covenants, agreements that are typically found in transactions of the type contemplated herein in addition to such other provisions agreed to by the parties at that time. SciQuest and Dupont Pha rmaceuticals will cooperate with each other to the fullest extent in connection with the prompt negotiation and execution of Additional Agreements and other necessary documentation.

2. Confidentiality and Trade Secrets. In the performance of this Letter

--------------------------------- Agreement, each party may disclose to the other certain Proprietary Information. For the purposes of this Letter Agreement, (i) "Proprietary Information" means Trade Secrets and any other information that is of value to its owner and is treated as confidential; (ii) "Trade Secrets" means business or technical information, including, but not limited to, a formula, pattern, program, device, compilation of information, method, technique, or process that: (y) de rives independent actual or potential commercial value from not being generally known or

Dupont Pharmaceuticals Company October 7, 1999 Page 2

readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and (z) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (iii) "Owner" refers to the party disclosing Proprietary Information hereunder, whether such party is SciQuest or Dup ont Pharmaceuticals and whether such disclosure is directly from Owner or through Owner's employees or agents; and (iv) "Recipient" refers to the party receiving any Proprietary Information hereunder.

Recipient acknowledges and agrees that the Proprie tary Information shall remain the sole and exclusive property of Owner or a third party providing such information to Owner. The disclosure of the Proprietary Information to Recipient does not confer upon Recipient any license, interest, or rights of any kind in or to the Proprietary Information, except as provided under this Letter Agreement. Recipient shall require any Recipient of Proprietary Information to abide by the restrictions of this Agreement concerning the Proprietary Information before discl o sing such Proprietary Information to the Recipient. Subject to the terms set forth herein, Recipient shall protect the Proprietary Information of Owner with the same degree of protection and care Recipient uses to protect its own Proprietary Information, b ut in no event less than reasonable care. With regard to Trade Secrets, the obligations in this Section shall continue for so long as such information continues to be a Trade Secret. With regard to Confidential Information, the obligations in this Secti on shall continue for a period of four (4) years after disclosure.

3. Termination. Either party may terminate this Letter Agreement upon a

------------ material breach of this Letter Agreement by the other party, which breach shall continue for at least thirty days following delivery of written notice of such breach.

4. Closing. The transactions contemplated herein shall occur on a date to

------- be set pursuant to the terms of the Additional Agreements, in the offices of SciQuest, but, in any event, no later than 10:00 a.m. on [++++++++] (the "Closing").

5. Negotiations With Third Parties. Commencing on the date on which

------------------------------- SciQuest and Dupont Pharmaceuticals execute this Letter Agreement and ending on the earlier to occur of (i) December 31, 1999 or (ii) Closing, neither Dupont Pharmaceuticals nor its affiliates, nor any of its office r s, directors, employees, agents, shareholders or representatives (including but not limited to, brokers, bankers, finders, accountants, attorneys or trustees engaged by or representing it or any other related party) shall engage in any discussions with re spect to the type of business transactions contemplated herein, and shall suspend any such discussions in progress on the date of acceptance of this Letter Agreement.

6. Expenses. Each party will bear and pay its own costs and expenses

-------- incurred with respect to the transactions contemplated herein.

7. Publicity. Neither SciQuest nor Dupont Pharmaceuticals shall issue a

---------- publicity release or public announcement or otherwise make any disclosure (other than di sclosure by SciQuest relating to the registration statement on Form S-1 filed by it in connection with its initial public offering) concerning this Letter Agreement or the transactions contemplated hereby, without prior review and consent by the other par ty hereto (which consent shall not be unreasonably withheld).

Dupont Pharmaceuticals Company October 7, 1999 Page 3
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