The Wyoming Standstill and Deposition Agreement refers to a legal contract entered into by Efficient Networks, Inc. and Cable tron Systems, Inc. that outlines specific terms and conditions under which both parties agree to put a temporary halt to certain activities or proceedings. This agreement is often used in the context of a merger or acquisition where two companies are working towards a business combination. The purpose of the Wyoming Standstill and Deposition Agreement is to provide a framework for the smooth execution of due diligence, negotiations, and potential future transactions between Efficient Networks, Inc. and Cable tron Systems, Inc. It ensures that the parties involved can exchange information and explore potential synergies, while also preserving their respective rights and interests. This type of agreement may include various provisions such as: 1. Standstill Period: The agreement defines a specific period in which both parties agree not to take any actions that could disrupt or hinder the negotiation or future transaction process. This can include refraining from soliciting employees, customers, or suppliers, as well as abstaining from making public announcements or aggressive marketing campaigns. 2. Confidentiality: The agreement establishes strict confidentiality obligations, ensuring that all information shared between the parties remains confidential and is used solely for the purpose of evaluating the potential transaction. The parties typically agree not to disclose any sensitive or proprietary information to third parties without prior written consent. 3. Non-Compete Clause: In some cases, the agreement may include a non-compete clause, which prevents either party from engaging in activities that directly compete with the other party's business during the standstill period. This clause ensures that neither Efficient Networks, Inc. nor Cable tron Systems, Inc. will exploit the shared information to gain an unfair advantage in the market. 4. Cooperation and Development: The agreement may outline the expectations and responsibilities of both parties throughout the standstill period. This can include requirements for sharing financial and operational data, conducting joint research and development efforts, or collaboratively exploring potential technology licensing opportunities. It is important to note that while the Wyoming Standstill and Deposition Agreement is a commonly used legal document in business negotiations, the specific terms and provisions can vary depending on the circumstances and the preferences of the companies involved.