TALISMAN ENERGY CANADA
CENTRAL FOOTHILLS AREA, ALBERTA
CONFIDENTIAL INFORM ATION
Confidential information will be made available through electronic exchange, in physical Data
Rooms, in presentations and through Q&A Sessions.
In order to gain access to the confidential information, interested parties are required to deliver two
executed copies of the Confidentiality Agreement to TD Securities Inc. at the address listed below.
Interested parties will then be granted access to the relevant confidential information. Interested
parties should then make arrangements to access physical Data Room.
CONFIDENTIALITY AGREEM ENT
The Confidentiality Agreement (included on the following pages) should be completed in full. Please
deliver two executed original copies to:
Talisman Energy Canada
Central Foothills Area, Alberta
c/o TD Securities Inc.
Suite 3600, TD Canada Trust Tower
421 - 7th Avenue SW
Calgary, Alberta T2P 4K9
Attention: Michael Charron
Phone: 403-299-8505
Email: [email protected]
Confidentiality Agreements may be scanned and emailed to TD Securities Inc. at the email address listed
above, but must be followed by two executed original copies.
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CONFIDENTIALITY AGREEMENT
CENTRAL FOOTHILLS AREA, ALBERTA
THIS CONFIDENTIALITY AGREEMENT (this "Agreement") made as of the ____ day of
____________________, 2014 (the "Effective Date").
BETWEEN:
TALISMAN ENERGY CANADA, a general partnership existing under
the laws of the Province of Alberta, ("Talisman")
- and [•], a company incorporated and existing under the laws of [•], having
its principal place of business at [•] (the "Recipient")
WITNESSES THAT:
WHEREAS Talisman may be providing to the Recipient certain Confidential Information in connection
with the evaluation of certain petroleum exploration and production rights owned by Talisman in the
Central Foothills Area, Alberta and British Columbia as shown on the map attached as Schedule “C” (the
"Properties");
AND WHEREAS Recipient is interested in the evaluation of a possible transaction between Recipient
and Talisman involving the Properties (the "Transaction");
AND WHEREAS Recipient acknowledges that the Confidential Information is proprietary and
confidential to Talisman;
NOW THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of Talisman and Recipient hereto covenant and agree to the terms contained in the
preamble, and as follows:
1.
Terms of Agreement: The terms and conditions of this Agreement, as detailed herein and in
Schedule "A", Schedule "B" and Schedule "C" attached hereto, shall govern the disclosure of the
Confidential Information by Talisman to Recipient and the use of that Confidential Information
by Recipient. All capitalized terms herein shall have the meanings given herein or in Schedule
"B", as the case may be.
2.
Schedules: The following schedules are attached to, and form part of, this Agreement:
Schedule "A"
Schedule "B"
Schedule "C"
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Recipient Information
Terms of Agreement
Map of the Properties
Page 1
3.
Address for Service: The addresses for each of Talisman and Recipient for all purposes under
this Agreement are:
Talisman Energy Canada
Suite 2000, 888 – 3rd Street S.W.
Calgary, Alberta
T2P 5C5
[•]
_______________________________
_______________________________
_______________________________
[insert company name & address]
Attention: Christopher VK Jones
Title:
A&D Negotiator/Evaluator
NAO Business Development
Facsimile: (403) 231-2883
4.
Attention: _________________________
Title:
_________________________
[insert contact name & title]
Facsimile:
_____________________
[insert facsimile number]
Counterpart Execution: This Agreement may be executed in counterpart and by facsimile. A
valid and binding contract shall arise if and when counterpart execution pages (including as may
be delivered by electronic mail or facsimile) are executed and delivered by each Party to the other
Party.
IN WITNESS WHEREOF each of Talisman and Recipient have executed and delivered this Agreement
effective as of the Effective Date.
TALISMAN ENERGY CANADA, by its
managing partner TALISMAN ENERGY INC.
[•]
[insert company name]
Per: _____________________________
Name:
Title:
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Per: _____________________________
Name:
Title:
Page 2
Schedule "A"
attached to and made a part of the Confidentiality Agreement in respect of the Central Foothills
Area dated as of the Effective Date
Recipient Information
Recipient key contact for the Confidential Information:
(Please fill in the following or attach a business card)
Name:
Title:
Company:
Address:
Telephone:
Fax:
Email Address:
Please list all other users requiring access to the confidential information:
(Required for individual users)*
Name:
Email:
Phone:
*If requested by Talisman, Recipient shall provide Talisman with a list of any additional Representatives
who have received the Confidential Information.
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Page 1
Schedule "B"
attached to and made a part of the Confidentiality Agreement in respect of the Central Foothills
Area dated as of the Effective Date
Terms of Agreement
1.
Definitions: In this Agreement:
(a)
"Affiliate" shall include any Person which controls, or is controlled by, a Party to this
Agreement, or which controls, or is controlled by, a Person which controls such Party,
where "control" means the power to direct or cause the direction of the management and
policies of the other Person, whether directly or indirectly, through one or more
intermediaries or otherwise, and whether by virtue of the ownership of shares or other
equity interests, the holding of voting rights or contractual rights, or partnership interests
or otherwise. For certainty, a partnership which is a Party and which is comprised of
corporations which are Affiliates, as described above, shall be deemed to be an Affiliate
of each such corporation and its other Affiliates;
(b)
"Agreement" means collectively the Head Agreement and each of Schedules "A", "B"
and "C";
(c)
"Confidential Information" means all information including, but not limited to,
financial results, marketing materials, budget information, geological, geophysical,
geochemical, transportation, processing, engineering and environmental information,
production data, evaluations, projections, patents, trade secrets, interpretations, analyses,
maps, land schedules, documents of title, materials relating to title matters and other
documentation (whether prepared by Talisman or its Representatives or other persons)
made available to Recipient in any confidential information memorandum, data books,
data rooms, oral presentations, or otherwise that Talisman furnishes or otherwise
discloses to Recipient or any of its Representatives in the course of Recipient’s
evaluation of the Properties or otherwise pursuant to this Agreement (whether transmitted
or disclosed orally, visually, in written form, electronically or otherwise), which contains
or otherwise reflects information concerning or related to Talisman, the Properties, or
Talisman's business, affairs, operations, activities, assets, liabilities or prospects. This
Confidential Information shall also include all reports, analyses, notes or other
information (including those prepared by Recipient or its Representatives) that are based
on, contain or reflect any of the foregoing;
(d)
"Effective Date" means the date first written on the first page of the Head Agreement;
(e)
"Head Agreement" means the executed document to which this Schedule "B" is
attached;
(f)
"Party" means either Talisman or Recipient, as the case may be, and "Parties" means
both of them;
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(g)
"Person" will be interpreted broadly to include any corporation, company, group,
partnership, limited liability company, unincorporated association, governmental body,
trust, other entity or individual;
(h)
"Properties" has the meaning given to that term in the Head Agreement;
(i)
"Regulations" means any applicable laws, rules or regulations or an order or judgment of
a court, regulatory body, administrative tribunal or government agency, stock exchange
or securities commission; and
(j)
"Representatives" means a Party, its Affiliates and the respective directors, officers,
employees, agents, consultants and advisors of a Party and its Affiliates.
2.
Confidentiality and Use: The Confidential Information shall be kept in strict confidence by
Recipient and its Representatives, and shall not be used for any purpose whatsoever other than
evaluating a possible transaction between the Recipient and Talisman (the "Purpose"). The
Confidential Information shall not be disclosed by Recipient to any Person other than to those of
its Representatives who have a valid need to review the Confidential Information for the Purpose
and who, prior to such disclosure by Recipient, have agreed to be bound by the terms of this
Agreement. Recipient will take, and cause its Representatives to take, all such action as is
reasonably necessary to safeguard the Confidential Information from disclosure to anyone other
than as permitted herein and will only reproduce or make copies of the Confidential Information
as reasonably necessary for the Purpose. Recipient shall take all such steps as are necessary to
ensure that its Representatives comply with the terms and conditions of this Agreement and shall
be responsible for any of the breaches of this undertaking whether by it or any of its
Representatives. In the event of a breach of this Agreement or any disclosure of Confidential
Information by Recipient or any of its Representatives, other than as permitted by this
Agreement, Recipient shall, upon discovery of the breach or disclosure, immediately notify
Talisman of the nature of such breach or disclosure.
3.
No Disclosure of Transaction: Except to the extent necessary to comply with Clause 5 of this
Schedule "B", neither Recipient nor its Representatives will disclose or permit disclosure to other
Persons indicating that any Confidential Information has been made available to it. Recipient and
Talisman agree not to disclose the fact that discussions and negotiations are taking place with
respect to the Transaction or any terms or facts with respect thereto, including the status of the
Transaction and the existence of this Agreement. If negotiations terminate without the
Transaction being completed neither Recipient nor Talisman will disclose that such negotiations
have taken place.
4.
Exceptions to Confidentiality: The term "Confidential Information" and the restrictions set
forth in Clause 2 and Clause 5 of this Schedule "B" shall not apply to information which is:
(a)
now in the public domain or becomes a part of the public domain other than through an
act of Recipient or its Representatives in breach of this Agreement; or
(b)
made available to Recipient or its Representatives from a source, which is not prohibited
from disclosing such information to Recipient by a legal, contractual or fiduciary
obligation; or
(c)
was known by Recipient (as evidenced by its written records) prior to disclosure
hereunder, and is not subject to a confidentiality obligation or other legal, contractual or
fiduciary obligation to Talisman or any of its Affiliates.
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No combination of information which comprises Confidential Information shall be included in
the exceptions noted above merely because individual parts of the information are within such
exceptions unless the combination is within the exception.
5.
Notice of Legal Compulsion: If Recipient or any of its Representatives become legally
compelled pursuant to the Regulations, to disclose any of the Confidential Information, Recipient
will provide Talisman with prompt written notice so that Talisman may seek a protective order or
other appropriate remedy or waive compliance with the provisions of this Agreement. If such
protective order or other remedy is not obtained or if Talisman waives compliance with the
provisions of this Agreement, Recipient will furnish only that portion of the Confidential
Information which Recipient is advised, by written opinion of its counsel (a copy of which shall
be furnished to Talisman), is legally required to comply with the requirements of the Regulations.
Recipient will assist Talisman to obtain an order or waiver exempting such disclosure from
having to be made and will take all reasonable steps to ensure that the information is maintained
as confidential as possible after such disclosure.
6.
Ownership by Other Persons: Recipient understands that some of the Confidential Information
may be proprietary to other persons or jointly owned by Talisman and other joint venture
participants.
7.
Transaction Process: Recipient agrees that:
8.
(a)
Talisman shall be free to conduct the process for administering a transaction involving
the Properties as it in its sole discretion shall determine (including, without limitation,
negotiating with any prospective purchasers or joint venture participants, and entering
into a definitive agreement involving the Properties without prior notice to Recipient or
any other person);
(b)
Talisman has not irrevocably decided to sell any or all of the Properties to any person and
the provision of Confidential Information shall not be taken as indicating that Talisman
will undertake a transaction with Recipient or any other person;
(c)
any procedure relating to such a transaction may be changed at any time without notice to
Recipient or any other person;
(d)
Talisman shall have the right to reject or accept any potential joint venture participant,
purchaser, proposal or offer, for any reason whatsoever, in its sole discretion; and
(e)
neither Recipient nor any of its Representatives shall have any claims whatsoever against
Talisman, its Representatives, or its or their joint venture participants, or any of its or
their respective directors, officers, employees, stockholders, owners, affiliates,
representatives, advisors or agents arising out of or relating to a transaction involving the
Properties (other than those as against the signatory parties to a definitive agreement with
Recipient in accordance with the terms thereof).
Accuracy and Completeness of Information: Talisman hereby represents and warrants that it
has the right and authority to disclose the Confidential Information in accordance with the terms
and conditions set out in this Agreement. Talisman makes no representation or warranty, express
or implied, as to the accuracy or completeness of any information relating to the Properties, and
shall have no obligation to update such information. Recipient agrees that neither Talisman, nor
any of Talisman's Representatives, shall have any liability to, nor shall they be required to
otherwise indemnify, Recipient or any of its Representatives as a result of the use of such
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information by Recipient or its Representatives or for any errors or omissions therein or
therefrom. Recipient will rely on its own investigations, due diligence and analysis in evaluating
and satisfying itself as to all matters relating to the Transaction. Only those representations or
warranties that are made in an executed definitive agreement between Talisman and Recipient,
when, as and if it is executed, and subject to such limitations and restrictions as may be specified
in such definitive agreement, will have any legal effect as representations or warranties.
9.
Geophysical Data: If the Recipient makes a request to view any geophysical data as part of its
evaluation of the Properties and Talisman provides such access to Recipient, Recipient warrants
that under no circumstances shall it allow any of its Representatives to copy, remove, take away
or otherwise reproduce any of the geophysical data or derivatives thereof that such
Representatives have been given access to hereunder. This shall include an absolute restriction
against the use of electronic equipment to produce photographs or other digital reproductions,
photocopies, sketches or tracings of any of the affected geophysical data. No electronic devices,
cameras, USB mass storage devices, laptops or cellphones with photographic capability may be
brought into the area where such geographical data is disclosed.
10.
No Interest in Confidential Information: Neither this Agreement nor the disclosure of any
Confidential Information to Recipient shall be construed as granting to it or any of its
Representatives any license or rights in respect of any part of the Confidential Information.
11.
Destruction or Return of Information: At any time at the written request of Talisman,
Recipient shall immediately destroy or cause to be destroyed or return or cause to be returned to
Talisman any of the Confidential Information which may have been released to Recipient or any
of its Representatives, and shall not retain any copies, reproductions or extracts thereof, or any
notes, memoranda, analysis, compilations, interpretive reports, data studies, or any other records
thereof or relating thereto. Furthermore, if so requested by Talisman, Recipient shall provide
written confirmation by its senior management to Talisman stating that the terms and conditions
of this clause have been complied with. Notwithstanding anything to the contrary herein:
(a)
Recipient may retain, for corporate governance purposes, one (1) copy of any
presentations made to Recipient's board of directors which contains Confidential
Information; and
(b)
Recipient's computer systems may automatically back-up Confidential Information
disclosed to it under this Agreement, and to the extent that such computer back-up
procedures create copies of the Confidential Information, Recipient may retain such
copies in its archival or back-up computer storage for the period it normally archives
backed-up computer records;
provided that any such copies or Confidential Information shall remain subject to the provisions
of this Agreement until the same are destroyed, and shall not be accessed by Recipient during
such period of archival or back-up storage other than for corporate governance purposes or as
might be required by this Agreement.
Notwithstanding the destruction or return of the Confidential Information, Recipient and its
Representatives will continue to be bound by the obligations of confidentiality and all other
obligations hereunder during the term of this Agreement.
12.
Contact with Talisman: Recipient shall not, and shall ensure that its Representatives do not,
directly or indirectly, initiate or maintain contact (except for those contacts made in the ordinary
course of business) with any of Talisman's Representatives, or any of its joint venture
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participants, lenders, customers or suppliers, regarding the business, operations, prospects or
finances of Talisman or the Transaction, except with the prior written permission of Talisman.
Contact for all communications, all requests for additional Confidential Information, all requests
for facility tours or meetings with management, and all discussions or questions regarding the
Confidential Information will be submitted or directed by Recipient and its Representatives to the
Talisman Business Development representatives, except with the prior written permission of
Talisman.
13.
Employment: During the term of this Agreement, Recipient shall not solicit for employment nor
hire any employee of Talisman Energy Inc. with whom Recipient has contact in connection with
the Transaction. This prohibition shall not however extend to:
(a)
any general solicitation published in the media or any hiring resulting from such
solicitation; or
(b)
the employment of any person who contacts Recipient on his or her own initiative
without any prohibited solicitation; or
(c)
if such employment is a term of an executed definitive agreement made between the
Parties.
14.
Access to Properties: Without the prior written consent of Talisman, Recipient will not, and will
ensure its Representatives do not, physically access any of the Properties. Recipient shall be
liable and shall indemnify, defend and hold harmless Talisman and its Representatives from and
against any and all liabilities, claims and causes of action by any Person for personal injury, death
or property damage occurring as a result of or in connection with any access or entry by it onto
the Properties or other viewing of the Properties or site visits (including fly-overs or other remote
viewing). Recipient agrees to comply fully with all rules, regulations, and instructions issued by
Talisman and its Representatives regarding its actions while upon, entering, leaving or otherwise
viewing the Properties.
15.
Liability and Indemnity: Recipient acknowledges the competitive value and confidential nature
of the Confidential Information and the damage that would result to Talisman and its Affiliates if
any of the Confidential Information was disclosed to any other person. Without limitation and in
addition to any rights of Talisman against Recipient arising by reason of any breach hereof,
Recipient shall be liable to and shall indemnify and hold Talisman and its Representatives
harmless from and against any and all actions, proceedings, claims, demands, losses, costs,
damages and expenses (including legal fees on a solicitor and his own client basis and
disbursements) whatsoever which they may suffer, sustain, pay or incur that may result from or
arise, directly or indirectly, out of the breach of this Agreement by Recipient or any of its
Representatives.
16.
Remedies: Recipient acknowledges the sensitive, proprietary nature and competitive value of the
Confidential Information and that Talisman and its Affiliates will be irreparably damaged if any
of the restrictions on disclosure or use of the Confidential Information in this Agreement are not
observed or performed by Recipient or any of its Representatives. Recipient further
acknowledges that monetary damages alone would not be a sufficient remedy for any breach of
this Agreement by Recipient or its Representatives, and that injunctive relief or specific
performance or both are appropriate remedies for any breach of this Agreement by it or any of its
Representatives. Such remedies shall not be deemed to be exclusive remedies for the breach of
this Agreement but shall be in addition to all other remedies available at law or at equity.
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Recipient further agrees to waive any requirement for the deposit of security or any bond in
connection with any equitable remedy.
17.
Enforceability: Recipient agrees that the provisions of this Agreement, including all of the
covenants and undertakings of Recipient, shall be enforceable directly against Recipient by any
purchaser of all or any part of the Properties, and Recipient acknowledges that in the foregoing
respect this Agreement is made in part for the benefit of such purchasers.
18.
Securities Laws: Recipient is aware of, and will advise its Representatives of the general nature
of applicable securities laws, including all securities laws that may prohibit any Person who has
material, non-public information concerning the matters which are the subject of this Agreement
from purchasing or selling securities of Talisman or its Affiliates or from communicating such
information to any other Person.
19.
Term of Agreement: This Agreement, insofar as it relates to the Properties that are subject to a
binding definitive agreement only, shall terminate on the date that Talisman and Recipient enter
into such binding definitive agreement that contains provisions governing the Confidential
Information. Except to the extent already terminated as provided in the preceding sentence, this
Agreement shall remain in force until the earlier of:
(a)
a period of one (1) year from the Effective Date; or
(b)
such time as all of the Confidential Information becomes part of the public domain
through no breach of this Agreement.
20.
Notices: All notices to be given to a Party pursuant to this Agreement shall be in writing and
delivered personally, by overnight courier or by facsimile, addressed to the address for service of
the addressee Party as described in the Agreement. Any notice so given shall be conclusively
deemed to be given and received when delivered personally or by courier or, if sent by facsimile,
on the date such facsimile is sent if transmission is confirmed prior to 5:00 p.m. (Mountain
Standard time) on a business day and, otherwise, on the next business day, on a business day for
Calgary, Alberta.
21.
No Assignment: Recipient shall not be entitled to assign any interest in this Agreement without
the prior written consent of Talisman, which Talisman may grant or withhold in its sole discretion
and upon such terms and conditions as it chooses.
22.
Governing Law and Attornment: This Agreement shall be construed and determined according
to the laws of the Province of Alberta. The Parties hereby irrevocably and unconditionally
consent to submit to the non-exclusive jurisdiction of the courts of the Province of Alberta for any
actions, suits or proceedings arising out of or relating to this Agreement (and agree not to
commence any action, suit or proceeding relating thereto except in such courts).
23.
Agreement Binding: This Agreement shall be binding upon and shall enure to the benefit of the
Parties and their respective trustees, receivers, receiver-managers, successors and permitted
assigns.
24.
Waiver and Amendment: No failure or delay by either Party in exercising any right under this
Agreement shall operate as a waiver thereof or preclude any other or further exercise of such right
or the exercise of any other right under this Agreement. All modifications of and amendments to
this Agreement or any part hereof must be in writing signed on behalf of Recipient and Talisman.
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25.
Severability: If any provision or portion of this Agreement is determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement
shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted
by applicable law.
26.
Interpretation: The headings of the Clauses in this Schedule "B" and the Agreement are for
reference only, and shall not be used in interpreting any provision herein. In this Schedule "B"
and the Agreement, singular, masculine or neuter words will be construed as including the plural
or feminine or corporate and vice versa, as the context requires, and the reference to "herein"
refers to the provisions of this Schedule "B" and the Agreement. Where the word "including" or
"includes" is used in this Agreement it shall mean including (or includes) without limitation.
Where a term is defined herein, a derivative of that defined term shall have a corresponding
meaning.
27.
Time: Time is of the essence in this Agreement.
28.
Entire Agreement: This Agreement expresses the entire agreement between the Parties with
respect to the matters set forth herein.
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Schedule "C"
attached to and made a part of the Confidentiality Agreement in respect of the Central Foothills Area dated as of
the Effective Date
Offering Map
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Page 1 of Schedule "C"