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EXHIBIT (e)(4)
STANDARD MUTUAL NONDISCLOSURE AGREEMENT
BETWEEN
COACHMEN INDUSTRIES, INC., ITS DIVISIONS AND ITS SUBSIDIARIES ("COACHMEN")
AND
MILLER BUILDING SYSTEMS, INC. ("COMPANY")
Subject Matter: Possible Acquisition of Miller Building Systems, Inc.
Coachmen and Company wish to discuss a possible negotiated acquisition of the
Company by Coachmen or one of its affiliates, or alternative close relationships
between them (the "Transaction"). Each party will share sensitive information
with the other, as part of the process of determining whether to proceed with
evaluating and consummating the transaction (the "Purposes" of disclosure).
1. Each party recognizes that the other's business involves confidential
and propriety knowledge and information, including technical data,
financial reports and data, customer, contract and employee lists,
marketing and business plans ("Information"), the confidentiality of
which is important to its security and growth. Each party recognizes
that the other may have advertised, solicited, rendered services,
obtained customers, and expended large sums of money developing and
supporting its information, and acknowledges that any disclosure of
information could substantially injure its business, impair its
investments and goodwill, injure the business of its representatives,
and jeopardize its relationships with its representatives, suppliers,
and customers. Each party understands that any Information revealed in
contemplation of the Transaction remains the exclusive property of the
disclosing party unless expressly stated otherwise.
2. Information protected under this Agreement shall include the
Transaction and its terms, discussions relating to the Transaction and
all information provided orally or in writing or otherwise embodied in
a tangible medium, except information referred to in Section 4(a)
through (d). Neither party will use information of the other party,
except for the above disclosure for the above purposes. Neither party
will disclose or communicate information of the other party to any
third party Either party may disclose the information to its officers,
directors, employees, and professional advisors (including those of
its corporate affiliates) with a need to know it for the above
Purposes, provided they are bound by a duty of confidentiality to that
party. Each party will, upon request, surrender any and all originals,
copies data, drawings, notes, extracts, summaries, and other records
of, or concerning, the other party's information, except for such
internally generated documents which must be retained by the recipient
party pursuant to its established policies, which documents shall
remain subject to the restrictions of this Agreement. Each party
agrees to use its reasonable best efforts to regain any such materials
that have been transmitted to any third party.
3. Each party agrees to take all reasonable steps to protect the
confidentiality of the information disclosed, and will use at least
the same degree of care with respect to the other party's information
as it does with its own confidential information.
4. Restrictions on use and obligations of confidentiality and non
disclosure shall remain in effect for two (2) years after the last
date written below, provided that such restrictions will not apply to
information which:
(a) is already known to Recipient, as shown by written records
in its possession at the time such information is received;
(b) is already part of the public domain at the time of
disclosure, or subsequently becomes part of the public
domain through no fault of the recipient;
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(c) becomes available to Recipient from a third party who is not
under obligation to the other party with respect thereto;
or,
(d) is independently developed by an employee or consultant of
the recipient who had no knowledge of or access to the
information.
All information provided under this Agreement shall be presumed to be
confidential and proprietary unless shown otherwise. In the case of a court
order or subpoena to produce the information or if disclosure is otherwise
required by law, the only obligation of the recipient shall be to notify
the other party in a timely fashion so that the party wishing to protect
the information can take whatever steps it deems necessary to protect its
information.
5. Each party agrees that, in the event the Transaction is not consummated,
neither party shall initiate contact with or solicit the employment of any
officer, directors, or management, marketing or professional employee of
the other, for a period of eighteen (18 months from the date last below
written, without the consent of the other party.
6. Each party acknowledges that, in the event of a breach of this Agreement,
the prevailing party shall be entitled to injunctive and other equitable
relief to protect its information, as well as damages, reasonable
attorney's fees, and expanses of litigation.
7. In the event that any of the provisions of this Agreement are found to be
void or unenforceable by a court of competent jurisdiction, such finding
shall be valid only in that jurisdiction, and no other provision shall be
affected.
8. No waiver of any restriction or obligation in any instance shall be deemed
to be a continuing waiver or a waiver in any other instance. This Agreement
may not be modified except by a writing expressing the intent to do so,
signed on behalf of both parties.
Coachmen Industries, Inc. Miller Building Systems, Inc.
/s/ G. E. Stout /s/ Edward C. Craig
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Signature Signature
G. E. Stout Edward C. Craig
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Printed Name Printed Name
Executive Vice President Chief Executive Officer
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Title Title
July 12, 2000 July 13, 2000
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Date Date
Mary K. McCormick Thomas J. Martini
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Witness Witness
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