Exhibit 99(d)(3)
CONFIDENTIALITY AGREEMENT
First Union Securities, Inc.
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Ladies and Gentlemen:
You have advised us that you are acting on behalf of Alysis
Technologies, Inc. ("Alysis" or the "Company") in its consideration of either a
possible sale of Alysis or a possible equity investment in Alysis, and you have
agreed to discuss with us either the possible purchase of Alysis or an equity
investment in Alysis. As a condition to such discussions, you have required that
we agree to keep strictly confidential all information conveyed to us regarding
this matter.
This letter will confirm our agreement with you and Alysis to retain
in strict confidence all information (whether oral or written) conveyed to us by
Alysis, their agents, or you regarding the Company, unless such information is
publicly available, was known to us prior to your disclosure, or is or becomes
available to us on a nonconfidential basis from a source other than you, Alysis,
or their agents, provided that such other source is not bound by a
confidentiality agreement with you or Alysis. We will use such information only
in connection with our consideration of whether to purchase or invest in Alysis
and will not otherwise use it in our business or disclose it to others, except
that we shall have the right to communicate the information to such of our
directors, officers, advisors, and employees (if any) who are required by their
duties to have knowledge thereof, provided that each such person is informed
that such information is strictly confidential and subject to this agreement and
agrees not to disclose or use such information except as provided herein. We
hereby agree to be jointly and severally responsible for any breach of this
agreement by our officers, directors, advisors, and/or employees, or any of our
representatives. In the event that we become legally compelled by deposition,
subpoena, or other court or governmental action to disclose any of the
confidential information covered by this agreement, we shall provide Alysis with
prompt prior written notice to that effect, and we will cooperate with Alysis if
it seeks to obtain a protective order concerning such confidential information.
In order to provide an orderly environment for the sale of Alysis or its
securities, except as is consistent with past practice, we agree not to initiate
contact, or engage in discussions, with any employee, customer, or supplier of
Alysis without the prior consent of you or Alysis. Unless we purchase Alysis, we
agree not to hire or solicit for employment any employees of Alysis, without the
written consent of the Company, for a period of nine months from the date of
this letter.
We acknowledge that neither Alysis nor any of its directors,
officers, employees, stockholders, or agents make any representation as to the
accuracy or
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completeness of such information and that neither Alysis nor any of its
directors, officers, employees, stockholders, or agents shall have any liability
to us as a result of our use of such information.
We also agree that without prior consent of Alysis we will not
disclose to any other person that we have received such information, that we are
in discussions or negotiations with you and Alysis as to a possible purchase of,
or investment in, Alysis, or that the stockholders are contemplating a possible
sale of Alysis or its securities.
We will advise all of our directors, officers, employees, and other
representatives who are informed of the matters which are the subject of this
letter that U.S. securities laws prohibit any person who has material, nonpublic
information concerning an issuer of publicly held securities from purchasing or
selling such securities.
We acknowledge that Alysis reserves the right to reject any or all
offers to acquire the Company or any of its securities. In the event that we do
not purchase Alysis or any of its securities, we agree to return to you all
financial and other written information provided to us relating to Alysis,
including any memoranda, notes, or other writings prepared by us or our
representatives based on such information, together with all copies of such
information in our possession or under our control to which we have access. We
agree that neither Alysis nor First Union Securities, Inc. shall be obligated to
pay any fees on our behalf to any brokers, finders, or other parties claiming to
represent us in this transaction. Without limiting the generality of the
nondisclosure agreements contained herein above, it is further understood that
we are strictly prohibited by this agreement from acting as a broker or an agent
using any of the confidential information provided to us.
Name: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Executive Vice President & Chief Financial Officer
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Company: ▇▇▇▇▇▇-▇▇▇▇▇ Inc.
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Date: 11/1/00
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