YOU ARE ABOUT TO ACCESS A PORTAL THAT CONTAINS CONFIDENTIAL, PROPRIETARY AND/OR MATERIAL NON-PUBLIC INFORMATION RELATING TO PARKER DRILLING COMPANY, A DELAWARE CORPORATION, AND ITS SUBSIDIARIES. THE INFORMATION CONTAINED IN THIS WORKSPACE, INCLUDING ANY ATTACHMENTS, IS CONFIDENTIAL, WHETHER OR NOT SPECIFICALLY MARKED AS ‘CONFIDENTIAL’ AND WHETHER TRANSMITTED OR MADE AVAILABLE IN WRITING, ELECTRONICALLY, ORALLY OR OTHERWISE.
By clicking the “accept” button below you are entering an electronic signature to the following agreement pursuant to applicable law and each time you enter into this portal, you will be reaffirming such agreement. You should only click the “accept” button if you have the authority to bind yourself or your institution, as applicable, to this agreement; “you” shall refer to the person affixing his/her electronic signature by clicking the “accept” button and the institution such person represents.
CONFIDENTIAL DISCLOSURE AGREEMENT
This Confidential Disclosure Agreement (this “Agreement”) is entered into as of the date of acceptance by and between: (a) Parker Drilling Company (collectively with its subsidiaries, the “Company”); and (b) either a beneficial owner of (or investment manager or adviser to one or more beneficial owners of) debt, warrants, and/or outstanding equity interests in the Company (collectively, the “Economic Interests”), or a potential purchaser of one or more of the Economic Interests (as the case may be, the “Recipient,” and together with the Company, the “Parties”), which Recipient has acknowledged and has agreed to be bound by the terms of this Agreement by way of accessing the confidential portion of the Company’s investor relations website.
WHEREAS, the Company possesses certain Confidential Information (as defined below) relating to its businesses and operations;
WHEREAS, the Recipient wishes to receive Confidential Information only in connection with monitoring its investment in the Economic Interests (if the Recipient currently holds Economic Interests) or evaluating its prospective investment in the Economic Interests (if the Recipient is a potential purchaser of Economic Interests) (the “Permitted Purpose”);
WHEREAS, the Company is willing to make such disclosures only if the Confidential Information is protected in accordance with the provisions of this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows.
- As used herein, the phrase “Confidential Information” shall include, without limitation, all data, plans, reports, methods, programs, other tangible and intangible assets, interpretations, forecasts, projections, records, presentations, marketing and information data, research and development information, and proposals, whether in oral, written, photographic, or magnetic form, electronically stored, gathered by inspection or otherwise, regardless of whether identified by the Company as “confidential,” about the Company or its businesses, and which was prepared and/or furnished by or on behalf of the Company.
- Notwithstanding anything to the contrary in paragraph 1 of this Agreement, the phrase “Confidential Information” does not include information which: (a) is already in the Recipient’s or any of the Recipient’s Representatives’ possession; provided, however, that the source of such information is not actually known to the receiving party to be subject to any confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the Company, (b) is or becomes generally available to the public on a non-confidential basis other than as a result of disclosure by the Recipient or any of the Recipient’s Representatives in violation of this Agreement, or (c) is or becomes available on a non-confidential basis from a source other than the Company or the Company’s Representatives (as defined below); provided, however, that the source of such information is not actually known to the receiving party to be subject to any confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the Company.
- The Recipient represents and warrants that the Recipient and each of the Recipient’s Representatives will not use the Confidential Information for any purpose other than the Permitted Purpose, including for any competitive or business dealings with the Company.
- If the Recipient is a potential purchaser of one or more of the Economic Interests, the Recipient hereby acknowledges that neither the Company nor any agent on the Company’s behalf has solicited or is soliciting any offers to sell or has offered to sell or is offering to sell any of the Economic Interests to the Recipient.
- The Company may at its sole discretion provide Confidential Information to the Recipient. Nothing in this Agreement obligates the Company to make any particular disclosure of Confidential Information.
- As a condition to the Recipient receiving any Confidential Information, the Recipient agrees to treat as confidential any Confidential Information that is furnished by or on behalf of the Company (including, without limitation, by any advisors, agents, attorneys, accountants, managers, or affiliates) to the Recipient and/or its officers, employees, attorneys, advisors, agents, or representatives (collectively, the “Recipient’s Representatives”).
- The Recipient hereby agrees that the Confidential Information shall be used solely in connection with the Permitted Purpose, shall be kept confidential by the Recipient, and shall not be disclosed to or discussed with any third party, except as otherwise provided herein. The Confidential Information may be disclosed: (a) to those of the Recipient’s Representatives who have a need to know the information contained therein for the Permitted Purpose provided that Recipient has informed such Recipient’s Representatives of the terms and conditions of this Agreement and that such Representatives agree to be bound by this Agreement; (b) with the prior written consent of the Company, which consent the Company may exercise in its sole discretion; (c) to the Recipient’s employees and Recipient’s Representatives that need to know the information contained therein in connection with an internal audit, investigation, or similar review at the Recipient; (d) to any regulatory agencies, including non-governmental self-regulatory agencies, in the event that the Recipient is subject to an audit, investigation, or similar review that relates to the Confidential Information; or (e) pursuant to subpoena or court process subject to the provisions set forth below; provided, however, that the Recipient shall provide, to the extent permitted by applicable law, regulation, or legal or regulatory process, the Company with prompt written notice of such request or requirement so that the Company, at its sole cost and expense, may seek a protective order or other appropriate remedy and the Recipient and the Recipient’s Representatives shall use commercially reasonable efforts to cooperate with the Company’s efforts to obtain the same. If, absent the entry of such a protective order or other remedy, the Recipient or the Recipient’s Representatives are actually compelled to disclose Confidential Information pursuant to a subpoena or court process, (a) the Recipient or the Recipient’s Representatives may disclose that portion of the Confidential Information that the Recipient or the Recipient’s Representatives are compelled to disclose and (b) at the Company’s request and sole expense, the Recipient and the Recipient’s Representatives shall exercise commercially reasonable efforts to obtain assurance that confidential treatment shall be accorded to that portion of the Confidential Information that is being disclosed.
- The Recipient agrees to be liable for any breach of, or noncompliance with, the terms of this Agreement (including disclosure of the Confidential Information) by the Recipient’s Representatives.
- The Recipient acknowledges, on behalf of itself and the Recipient’s Representatives that receive Confidential Information, that neither the Company, nor its directors, officers, members, partners, attorneys, advisors, agents, affiliates, managers, representatives, or employees (collectively, the “Company’s Representatives”) make any representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information, that neither the Company or the Company’s Representatives shall have any liability whatsoever to the Recipient or any of the Recipient’s Representatives or any other person as a result of the use of the Confidential Information or any errors therein or omissions therefrom and that the Recipient and the Recipient’s Representatives shall assume full responsibility for all conclusions derived from the Confidential Information. In no event will the Company have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) relating to the subject matter hereof.
- Any projections or forward-looking statements included in the Confidential Information will be based on assumptions and estimates developed by the Company in good faith and the Company believes such assumptions and estimates to be reasonable as of the date thereof. Whether or not such projections or forward-looking statements are in fact achieved will depend upon future events, some of which are not within the control of the Company. Accordingly, actual results may vary from the projections and such variations may be material. Any projections included in the Confidential Information should not be regarded as a representation by the Company that the projected results will be achieved.
- If information subject to a claim of attorney-client privilege, work product doctrine, or any other ground on which production of such information should not be made is nevertheless inadvertently produced by the Company or the Company’s Representatives to the Recipient or the Recipient’s Representatives, such production shall in no way prejudice or otherwise constitute a waiver of, or estoppel as to, any claim of privilege, work product, or other ground for withholding production to which the Company would otherwise be entitled. If a claim of inadvertent production is made pursuant to this paragraph with respect to information then in the custody of the Recipient or one of the Recipient’s Representatives, then the Recipient or the Recipient’s Representative, as the case may be, shall, upon request, promptly return to the Company, or, at the Recipient’s option, destroy, that material (including all copies thereof) as to which the claim of inadvertent production has been made, and the Recipient and the Recipient’s Representatives shall not further use or disseminate such information for any purpose.
- The Confidential Information may contain material statements, information, projections, and/or other data not publicly available. The Recipient acknowledges that it is: (a) aware that the United States securities laws may prohibit any person who has received material, nonpublic information concerning certain matters that are the subject of this Agreement from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities; and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
- The Recipient agrees that money damages may not be a sufficient remedy for any breach of this Agreement by the Recipient or the Recipient’s Representatives and that the Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or any threatened breach. The Recipient hereby agrees to waive any requirement that the Company be required to secure or post a bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for the breach of this Agreement, but shall be in addition to all other remedies that may be available at law or equity to the Company.
- It is understood and agreed that no failure or delay by the Company or Recipient in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.
- This Agreement may not be modified or waived. No course of dealing between the Parties shall be deemed to modify or amend any provision of this Agreement and no delay by the Company or the Recipient in the exercise (or partial exercise) of any of its rights and remedies shall operate as a waiver thereof.
- The Parties expressly acknowledge, represent, and warrant that they have, carefully read this Agreement, fully understand the terms, conditions, and significance of this Agreement, had ample time to consider this Agreement, and execute this Agreement voluntarily and knowingly.
- The Company may at any time cease to provide Recipient with Confidential Information but Recipient shall remain bound by the terms of this Agreement with respect to any Confidential Information received by it prior to termination of this Agreement.
- Except as otherwise required by law or regulation, (i) at the Company’s written request, within twenty (20) business days after such request, (ii) if Recipient currently holds Economic Interests, as soon as reasonably practicable following the date that Recipient no longer holds Economic Interests, or (iii) if Recipient is evaluating an investment in Economic Interests, as soon as reasonably practicable following the date that Recipient is no longer evaluating an investment in Economic Interests, the Recipient shall, and shall ask the Recipient’s Representatives to use their best efforts to, either return to the Company or destroy all Confidential Information, without retaining any copies, summaries or extracts thereof, except as Recipient or Recipient’s Representatives reasonably believe is required by law or regulation or its internal document retention policies and procedures; provided, however, that retention of such information shall be subject to this Agreement. Should the Recipient decide to destroy all Confidential Information, the Recipient shall provide a certificate of destruction in a form reasonably satisfactory to the Company.
- The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any corporation, company, partnership, or individual.
- This Agreement may not be assigned by either of the Parties without the prior and express written consent of the other Party, which consent may be withheld in that Party’s sole and absolute discretion.
- This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas applicable to contracts made and to be performed in such state, without giving effect to the conflicts of law principles thereof. By its execution and delivery of this Agreement, the Company and the Recipient hereby irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, may be brought in either a state or federal court of competent jurisdiction in the State of Texas. By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding. Each Party hereto hereby irrevocably and unconditionally waives any right it may have to a trial by jury in any legal action, suit, or proceeding with respect to any matter under or arising out of or in connection with this Agreement.
- Recipient represents and warrants that the Recipient and each of the Recipient’s Representatives are not: (a) competitors of the Company, (b) customers of the Company, or (c) officers, employees, attorneys, advisors, agents, or representatives of either a competitor or customer of the Company, provided that, for the avoidance of doubt, the Recipient shall not be considered a competitor or customer of the Company due solely to the fact that the Recipient may own an interest in, or may act as an investment manager or advisor for an investment fund that owns an interest in, a competitor or customer of the Company so long as: (x) the Recipient has not provided such competitor or customer with Confidential Information, and (y) such competitor or customer does not act at the direction of or with advice from the Recipient taking into account any Confidential Information.