Exhibit (e)(13)
CONFIDENTIAL
| | May 2nd, 2019 | |
Wes Fredenburg, General Counsel | | | |
6455 City W Pkwy | | | |
Eden Prairie, MN 55344 | | |
Ladies and Gentlemen:
In connection with the possible interest of HelpSystems, LLC (“you” or “your”) in a negotiated transaction (a “Transaction”) involving GlobalSCAPE, Inc. (the “Company”), the Company may furnish, or cause to be furnished, to you certain information that is non-public, confidential, or proprietary. In consideration of, and as a condition to, the foregoing, you and the Company hereby agree as follows:
1. | “Confidential Information” and Certain Other Terms Defined. |
(a) | “Affiliate” has the meaning given to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
(b) | “Agreement” means this agreement. |
(c) | “Confidential Information” means all information concerning the Company or any of its Affiliates that is furnished (whether before, on, or after the date hereof) by or on behalf of the Company to you or any of your Affiliates or Representatives, in whole or in part, regardless of the form of communication and whether or not identified as confidential, together with all notes, analyses, compilations, studies, interpretations, or other documents prepared by you or any of your Affiliates or Representatives to the extent containing or otherwise reflecting, in whole or in part, any of such information (such notes, analyses, compilations, studies, interpretations and other documents are referred to collectively as “Recipient Analyses”). Additionally, notwithstanding the following sentence, the fact that such information has been or will be so furnished, the existence and nature of discussions or negotiations (if any) involving the Parties regarding a possible Transaction, and any of the terms, conditions or other facts about a possible Transaction, including the current status, is “Confidential Information” that is deemed to be so furnished by the Company to you. The term “Confidential Information” does not include information that: |
(1) | is or becomes generally available to the public, other than as a result of a disclosure by you or any of your Affiliates or Representatives in breach or violation of this Agreement; |
(2) | was within your possession prior to its being furnished by or on behalf of the Company, so long as the source of such information was not known by you or any of your Affiliates to be bound by an obligation of confidentiality to the Company or any of its Affiliates regarding such information; or |
(3) | becomes available to you on a non-confidential basis from a source other than the Company or any of its Affiliates or Representatives, so long as the source of such information was not known by you or any of your Affiliates to be bound by an obligation of confidentiality to the Company or any of its Affiliates regarding such information. |
(d) | “Party” means you or the Company. |
(e) | “Representatives” means, with respect to any Party, any of the Party’s, or any of the Party’s Affiliates’, directors, officers, board observers, managers, employees, lenders (current or prospective), agents, or advisers, including attorneys, accountants, consultants, bankers, and other financial advisers, in each case who have received Confidential Information. |