EXHIBIT (d)(3)
January 6, 2003
PERSONAL AND CONFIDENTIAL
Mr. Edward Cornell
Odd Job Stores, Inc.
200 Helen Street
South Plainfield, NJ 07080
Dear Ed:
In connection with our interest in exploring a possible partnership
(the "Transaction") with Odd Job Stores Stores, Inc. ("Odd Job Stores"), we ask
that you furnish Amazing Savings, Holding LLC (the "Company") and its affiliates
and its advisors with certain information which is either non-public,
confidential or proprietary in nature. This information furnished by Odd Job
Stores, together with analyses, compilations, forecasts, studies or documents
prepared by the Company with respect to Odd Job Stores' businesses, is
hereinafter referred to as the "Information." In consideration of the Company
being furnished with the Information, we agree that:
1. The Information will be kept confidential and shall not, without
your prior written consent, be disclosed by the Company in any
manner whatsoever, in whole or in part, and shall not be used by
the Company, other than in connection with evaluating the
Transaction described above. Moreover, the Company agrees to
reveal the information only to representatives and employees who
need to know the Information for the purpose of evaluating the
Transaction described above, who are informed by us of the
confidential nature of the Information and who shall agree to act
in accordance with the terms and conditions of the Agreement. The
Company shall be responsible for any breach of this agreement by
our representatives or employees.
2. Without Odd Job Stores' prior written consent, the Company will
not disclose to any person the fact that the Information has been
made available, that discussions are taking place or have taken
place concerning a possible Transaction or any of the terms,
conditions or other facts with respect to any such possible
Transaction including the status thereof.
3. The Company shall keep a record of the written Information
furnished by Odd Job Stores and of the location of such
Information. All copies of the Information, except for that
portion of the Information which consists of analyses,
compilations, forecasts, studies or other documents prepared by
the Company, will be returned to Odd Job Stores immediately upon
its request or, at the request of Odd Job Stores, destroyed. That
portion of the Information which consists of analyses,
compilations, forecasts, studies or other documents prepared by
the Company will be held by the Company and kept confidential and
subject to the terms of this Agreement, or destroyed upon Odd Job
Stores' request and any oral Information will continue to be
subject to the terms of this Agreement. Such return and
destruction will be confirmed in writing to Odd Job Stores.
4. The term "Information" shall not include information or such
portions of the Information which (i) become available to the
Company on a non-confidential basis from a source other than Odd
Job Stores or its agents who are not prohibited from disclosing
such information to us by a legal, contractual or fiduciary
obligation to Odd Job Stores, (ii) is or becomes generally
available to the public other than as a result of a disclosure by
the Company or our representatives, or (iii) is independently
developed by the Company, its employees or representatives.
5. In the event that the Company or anyone to whom we transmit the
Information pursuant to this Agreement becomes legally compelled
to disclose any of the Information, we will provide Odd Job
Stores with prompt notice so that Odd Job Stores may seek a
protective order or other appropriate remedy 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 Odd Job Stores waives compliance with the provisions of this
Agreement, we will furnish only that portion of the Information
which we are advised, by written opinion of counsel, is legally
required and will exercise our best efforts to obtain reliable
assurance that confidential treatment will be accorded the
Information.
6. Without Odd Job Stores' prior written consent, the Company will
not for a period of one year from the date of this Agreement
directly solicit for employment or employ any person who is now
employed by Odd Job Stores or any of its subsidiaries in an
executive or management level position (include store manager);
provided that this prohibition shall not extend to solicitations
by advertising in newspapers, trade magazines, or on the
Internet.
Very truly yours,
/s/ Sam Friedland 01/06/03
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Signature Date
Sam Friedland President
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Printed Name Title
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