Exhibit (d)(2)
Effective as of May 1, 2003
Comshare, Incorporated
555 Briarwood Circle
Ann Arbor, MI 48108
USA
Attention: Brian J. Jarzynski
Dear Sirs:
In connection with a possible transaction being discussed by Comshare,
Incorporated (the "Recipient") and Geac Computer Corporation Limited ("GCCL")
pursuant to which GCCL would acquire the Recipient through a public tender offer
followed, if necessary, by a back-end merger (together, the "Transaction"), GCCL
and the Recipient entered into a non-disclosure agreement on April 24, 2003
relating to the disclosure of information about the Recipient to GCCL. GCCL
would now like to be able to disclose certain information to the Recipient about
GCCL in order to facilitate the Transaction. All information (including but not
limited to business plans and strategy, financial, marketing, or sales data,
technical specifications, computer programming techniques, customer lists and
information, product development plans, software and documentation) furnished by
GCCL, its directors, officers, employees, agents or representatives
(collectively, "representative"), either in written form or orally, and all
analyses, compilations, data, studies or other documents prepared by the
Recipient or its representatives containing or based in whole or in part on any
such furnished information is hereinafter referred to as the "Information".
In consideration of being furnished with the Information, the Recipient
agrees to the following Confidentiality Agreement:
1. CONFIDENTIALITY. The Recipient agrees that all Information is the
confidential information of GCCL. The Recipient shall not copy, abstract,
reverse engineer or disclose any Information to any other person, firm,
corporation, or other entity. Dissemination of the Information shall be limited
to the Recipient's employees and representatives who have a need to know and who
shall be bound to honor the provisions of this Agreement.
2. EXCEPTIONS. The obligations of confidentiality shall not apply to
any information that (a) is contained in a generally available non-confidential
publication bearing a date prior to the date of this Agreement; (b) is or
becomes generally available to the public other than as a result of the improper
action of the Recipient; (c) is rightfully known from a source independent of
any restrictions imposed by GCCL or becomes rightfully known to the Recipient
from such a source; (d) shall be or has been independently developed by the
Recipient; (e) is generally furnished to others by GCCL
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Effective as of May 1, 2003
without restrictions on the receiving party's right to disclose; or (f) is
required to be disclosed by any valid requirement of any governmental authority,
regulatory agency or stock exchange (by order, oral questions, interrogations,
subpoena or otherwise) or by a court of law having jurisdiction over the
Recipient (provided that, to the extent permitted by law, the Recipient shall
notify GCCL of the receipt of such an order and shall cooperate with GCCL in
efforts to limit the extent of information required to be disclosed and to
assure that confidential treatment will be accorded the Information).
3. DISCUSSIONS. The fact that discussions are taking place between GCCL
and the Recipient regarding the Transaction, the content of the discussions, and
the participation of the parties in the discussions shall also be regarded as
Information.
4. PURPOSE. All Information shall be used by the Recipient solely for
the purpose of understanding timing considerations relating to the Transaction
and for no other purpose. The Information shall not be used in any way directly
or indirectly detrimental to GCCL. The furnishing of the Information does not
constitute the grant of or waiver by GCCL of any of its proprietary interests,
including without limitation patents, trade secrets, copyrights, or trademarks.
The Recipient understands that GCCL has tried to include Information that it
believes to be reliable and relevant for the purpose of facilitating the
Transaction but acknowledges that GCCL makes no representation or warranty as to
the accuracy or completeness of the Information. The Recipient agrees that
neither GCCL nor any of its representatives shall have any liability as a result
of the use of the Information by the Recipient and its representatives, and the
Recipient understands that only those particular representations and warranties
that may be made by GCCL in a definitive agreement, when, as and if it is
executed, and subject to such limitations and restrictions as may be specified
in such a definitive agreement, shall have any legal effect.
5. RETURN. The Recipient shall return to GCCL all Information furnished
to the Recipient by GCCL or its representatives, and shall destroy, or caused to
be destroyed, all notes, memoranda, analyses, compilations, data, studies, other
documents or other stored information of any kind prepared by the Recipient or
its representatives contained or base in whole or in apart on the Information or
the discussions generally, upon GCCL's request. All confidentiality obligations
shall survive the termination of this Agreement and the return of Information.
6. DISCUSSION NOT BINDING. The parties agree that this Agreement,
continuing discussions, future provision of Information, past or future
correspondence (including without limitation correspondence indicating interest
or intent), and other communications between the parties shall not commit either
party to continue discussions or negotiate, or be legally binding as an informl
agreement or agreement to agree to the Transaction. The only way the parties
shall be bound to a transaction, if at all, shall be by a mutually satisfactory
definitive written agreement signed by the parties. Any research and
development, prototyping, or other action or expense that either party takes or
incurs in anticipation that a transaction will be consummated shall be entirely
at the acting party's risk and expense and shall not impose any liability on any
other party.
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Effective as of May 1, 2003
7. TRADING. The Recipient hereby acknowledges that it is aware (and
that its directors, officers, employees, representatives and agents who are
apprised of the matter have been, or upon becoming apprised will be, advised)
that the Information includes material non-public information about GCCL and
that they are ware of the restrictions (including the restrictions regarding
transactions in securities) imposed by applicable securities laws on a person
possessing material non-public information about a public company.
8. GENERAL. Headings are for convenience only and have no legal
significant. This Agreement constitutes the entire agreement between the parties
regarding its subject matter. It may be altered, amended, modified, or waived
only by a written agreement signed by the parties. Without prejudice to any
other rights or remedies GCCL may have, the Recipient acknowledges and agrees
that money damages would not be an adequate remedy for any breach of this
Agreement and that GCCL shall be entitled to the remedies of injunction,
specific performance and other equitable relief for any threatened or actual
breach of this Agreement. The illegality, invalidity or unenforceability of any
provision of this Agreement under the laws of any jurisdiction shall not affect
its legality, validity or enforceability under the laws of any other
jurisdiction, nor the legality, validity or enforceability of any other
provision of this Agreement. This Agreement shall be governed by the internal
laws of the State of Michigan exclusive of its choice of law rules. The parties
acknowledge that they have read and understood this Agreement and agree to be
bound by its terms.
Sincerely yours,
GEAC COMPUTER CORPORATION LIMITED
By: /s/ Craig C. Thornburn
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Craig C. Thorburn, Senior Vice President,
Mergers & Acquisitions, and Corporate Secretary
AGREED TO AND ACCEPTED, EFFECTIVE AS OF MAY 1, 2003, BY:
COMSHARE, INCORPORATED
By: /s/ Brian J. Jarzynski
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Brian J. Jarzynski
Senior Vice President and CFO
Date: June 22, 2003