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<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on with: 1. any breach of the provisions of this Agreement by Data Recipient; 2. any breach of the provisions of this Agreement relating to the use or disclosure of Data; or 3. any negligent act or omission or intentional tortious act by Data Recipient that results in a violation of any laws, rules, or regulations. C. Accordingly, on demand, Data Recipient shall reimburse the Indemnified Party for any and all losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) which may for any reason be imposed upon the Indemnified Party by reason of any suit, claim, action, or proceeding, or demand by any third party which results from the conduct in XI.B.1, 2, or 3 above. IX. NOTICE A. All notices under this Agreement shall be in writing and shall be deemed delivered as follows: (1) if by personal delivery or electronic mail, upon receipt; (2) if by Federal Express or by another national overnight courier, upon the second business day after deposit with such courier; or (3) if by US certified mail, return receipt requested, upon the fifth day after deposit in the mail. All notices shall be sent to the names and addresses set forth below. Either Party may change its contact information by notice to the other; any such change shall take effect immediately upon delivery of such notice. Any notice pursuant to this Agreement shall be given or made to the respective Parties as follows: For DOHMH: New York City Department of Health and Mental Hygiene 42-09 28th Street Long Island City, New York 11101 Attn: [ENTER TITLE: ] Cc: DOHMH Chief Privacy Officer (for breach notifications) For Data Recipient [ENTER NAME OF DATA RECIPIENT]: [ENTER NAME OF ORGANIZATION] [ENTER ORGANIZATION’S ADDRESS] Attn: [ENTER TITLE: ] X. PUBLICATION AND PUBLIC RELEASE OF DATA A. Data Recipient shall not reveal any individual identifying information such as a person’s date of birth, last name, first name, or any other identifying information in any draft or final publication. [OPTIONAL/SUBJECT TO PROGRAM NEEDS AND NEGOTIATION WITH DATA RECIPIENT] B. Data Recipient must obtain prior written approval from the DOHMH before releasing any public information concerning this Agreement. C. Subject to the terms of this Agreement, including without limitation, Attachment B to this Agreement, which describes the uses that the Data Recipient may make of the Data, the Data Recipient may publish or publicly present its work as described in Attachment B, which must not contain any individually identifiable information, of the use undertaken in accord with Attachment B. Prior to publication or public presentation of such work product, the Data Recipient will submit its final work product to the DOHMH for review and approval. If the work product: 1. Is to be a work-made-for-hire for the benefit of the DOHMH or if it is to be a collaborative effort, then the final work product must be satisfactory in form to the DOHMH, and will be submitted to DOHMH, revised in accord with the DOHMH comments, and resubmitted for review and appr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>oval at such intervals as may be specified by the DOHMH until final approval by the DOHMH is achieved; or 2. Is to be a work of an academic institution or scholar associated with an academic institution, then the conclusions reached in academic publications are subject to the DOHMH prior review and comment before publication or public presentation, with turnaround time of each successive draft being no longer than 30 days, unless otherwise specified in Attachment B; but it is provide, further, however, that if the Data Recipient and the DOHMH cannot come to an accord about the content thereof, then the academic institution or the academician must allow DOHMH to include a written dissenting opinion in the form required by DOHMH as to the conclusions/findings reached by the work product in publications and in oral presentations. D. [ADDITIONAL TERMS TO BE DEVELOPED BY PROGRAM AS APPLICABLE] XI. MERGER CLAUSE A. This Agreement and the Exhibits hereto constitute the entire understanding of the Parties and merges all prior discussion, agreements or understandings into it. No prior agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties. XII. MODIFICATION A. This Agreement may, from time to time, be modified by a writing signed by authorized representatives of the Parties. It may not be altered, modified, rescinded or extended orally. B. The Exhibits hereto may be modified upon written agreement by the Parties without the need to amend this Agreement in its entirety. XIII. NON-ASSIGNMENT CLAUSE A. The Data Recipient agrees that it shall not subcontract, assign, transfer, convey or otherwise dispose of its obligations under this Agreement except by operation of law, without the prior written consent of the other party. XIV. NO THIRD PARTY BENEFICIARY A. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties, any rights, remedies, obligations, or liabilities whatsoever. XV<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>elated to the preparation of the Registration Dossier, know-how, technical information, researches, methods, practices, procedures, processes, formulas and more generally any information with respect to substances that is made available, in written or oral form, to the Receiving Party by the Consortium and/or the Consortium Members. Unless defined herein, the definitions in this Agreement shall be the same as those set forth in the Consortium Agreement. 2. Non-disclosure and Restriction on Use The Receiving Party agrees to retain the Material in confidence and not to use the Material for any purpose other than in accordance with the terms of this Agreement and of the Consortium Agreement. In Particular, the Receiving Party undertakes (in addition and without prejudice to any commitments under the Consortium Agreement), that: a. the Receiving Party shall not disclose the Material to any Third Party except with the Steering Committee’s prior written consent and provided that no other legal disclosure requirement applies; b. the Material shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized by the Consortium Agreement or otherwise approved in writing by the Steering Committee; The Receiving Party acknowledges that the covenants of non-disclosure and non-use in this Agreement shall be effective in every country in the world. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or improper use of the Material, to prevent the material from falling into the public domain, and to protect it from falling into the possession of Third Parties. Such measures include, but shall not be limited to, the highest degree of care that the Receiving Party utilises to protect its own confidential information. In the event of loss or theft of any documents, items of work in progress, or any work products embodying Material, the Consortium Secretariat must be notified immediately by the Receiving Party, who shall cooperate fully in remedying same. 3. Permitted Disclosure of Material a. The Receiving Party shall solely disclose the Material to its affiliates, employees and persons in the Receiving Party’s organization who (i) have responsibility for or are directly concerned with the purposes of this Agreement and of the Consortium Agreement; (ii) are subject to non-disclosure or confidentiality obligations to the Receiving Party (the Material constituting protected information for purposes of such obligations); and (iii) have been informed and are fully aware of the Receiving Party’s obligations under this agreement and under the Consortium Agreement. b. The Receiving Party may provide its customers with (i) Safety Data Sheets as defined in Article 31 of REACH, (ii) relevant exposure scenarios, or (iii) other available and relevant information about the substance that is necessary to enable appropriate risk management measures to be identified and applied. c. The Receiving Party may disclose the Material if and to the extent that such disclosure is required by law or court order, provided that the Receiving Party notifies the Disclosing Party. Any disclosure of Data and/or Studies that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee. d. The Receiving Party and its Affiliates may use the Material for compliance with la<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ws and regulations in other non-EU jurisdictions provided that the confidentiality of the Material is guaranteed and in compliance with the NDA. Any disclosure of the Data and/or Studies for the purposes of compliance with non-EU regulatory requirements that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee. e. For the avoidance of doubt, nothing in this Non-Disclosure Agreement shall prevent an Individual Member from supplying Data and/or Studies in its possession or control to a Governmental Authority where required to do so by law or regulation and where refusing to do so would require the Individual Member to violate that law or regulation and subject the Individual Member to fines or other sanction by the Governmental Authority. 4. Exceptions to Non-Disclosure The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; e. is approved for release by the Consortium Committee in compliance with Article 119 of REACH on electronic public access with the decision for submission of a Registration Dossier; f. is approved for release by written authorisation of <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ledging party; or (b) be involved in activities which are competitive with or complementary to the acknowled<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ging party’s activities by internal development, acquisition, joint venture, and/or other means. Nothing agreed to herein shall prevent either party from such activities; provided, however, that any Confidential Information received under this Agreement may be used only for the purpose of this Transaction and in no event shall be provided to any of such companies. 9. Disclosure of any information under this Agreement shall not be construed as, directly or by implication, (a) granting any license under any United States or foreign patent, patent application or copyright, or any other intellectual property rights, (b) creating any agency or partnership relationship between the parties, or (c) granting the right to use either party’s name, trade names, trademarks, service marks, logos or designs for any purpose, without the other party’s prior written permission. 10. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information disclosed under this Agreement for the purpose of this Transaction. Neither party nor any of its respective Representatives nor its respective Representatives’ respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) makes any representation or warranty, express or implied, as to the accuracy or comple<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>echnical, or geological employee, of Zeigler, provided that you shall not be prohibited by clause (b) above from employing or hiring the services of any person who has to be an employee of Zeigler for a period of at least 180 days prior to any direct or indirect communication of any kind between such person and you relating to possible or actual employment of such Person or hiring such Person's services. STANDSTILL You agree that until two years from the date of this Agreement, you will not without the prior approval of the Board of Directors (I) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any Of to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13( )( ) of the Securities Exchange Act of 1834) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph. NO REPRESENTATION OR WARRANTY Although the Company and CSFB have endeavored to included in the Evaluation Materials Information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that non of the Company, CSFB or any of the Company's other representatives or agents is m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>aking any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and riches of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you of any other person resulting from the use of Evaluation Materials by you or any other person resulting from the use of Evaluation Materials by you or any of your representatives. Only those representatives or warranties that are made to a purchaser in a definitive sale agreement for the Company ("Sale Agreement") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect. You also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereof, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MATION. At the Discloser’s request, the Recipient shall promptly return any or all Confidential Information received from the Discloser (including, without limitation, any summaries or copies or Confidential Information) or will certify through an officer of the Recipient that all Confidential Information received from the Discloser, and any summaries or copies thereof, have been destroyed. For greater certainty, failure of the Discloser to make such request of Recipient shall not entitle Recipient to make any further use of the Confidential Information or otherwise extend Recipient’s rights set forth herein after expiration or termination of this NDA and Recipient specifically agrees to cease any further use of Discloser’s Confidential Information in such event. 6. NO RESTRICTIONS ON GENERAL KNOWLEDGE. The Participant acknowledges that Magnet Forensics may develop information internally, or receive information from other parties, that is similar to their Confidential Information. Nothing in this NDA shall prohibit Magnet Forensics from developing products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Participant’s Confidential Information provided that Magnet Forensics does not violate any of its obligations under this NDA. The parties agree that because of exposure to Participant’s Confidential Information, employees of Magnet Forensics may gain or enhance their general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to Participant's business ("General Knowledge"). The subsequent use by these employees of such General Knowledge as retained in their unaided memories, without reference to Confidential Information in written, electronic or other fixed form, shall not constitute a breach of this NDA. Magnet Forensics shall have no obligation to limit or restrict the assignment of employees or to pay royalties for any work resulting from the use of such General Knowledge. 7. RIGHTS. All right, title and interest in and to the Confidential Information is and shall remain with the Discloser, and no rights to the Confidential Information are granted under this NDA other than the rights expressly granted in Section 3. Recipient shall not acquire any ownership right, interest or title in or to the Confidential Information or any intellectual property rights therein or the right to obtain or apply for such rights under this NDA. 8. REMEDIES. Recipient acknowledges that the Confidential Information has been developed at significant cost and has significant commercial value to Discloser, and Recipient agrees that disclosure or inappropriate use of the Confidential Information could cause Discloser irreparable harm. Recipient agrees therefore that Discloser will have the right to seek, in addition to any of its other rights and remedies under law and equity, injunctive relief for any violation of this NDA without posting bond or by posting bond at the lowest amount required by law. 9. NO WARRANTY. This NDA shall not obligate either party to disclose any Confidential Information to the other party or enter into any further agreement or business arrangement with the other party. ANY INFORMATION EXCHANGED UNDER THIS NDA IS PROVIDED "AS IS". Discloser makes no representation, warranty or guarantee whatsoever about the Confidential Information. 10. GOVERNING LAW. Without regard to conflict of law provisions, this NDA is governed by and will be construed in accordance with the laws of the Province of Ontario and the parties submit to the ex<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>clusive jurisdiction of the courts of the Province of Ontario in relation to all matters pertaining to or arising out of this NDA. 11. ENTIRE AGREEMENT. This NDA constitutes the entire agreement of the parties with respect to the subject matter of this NDA and cancels and supersedes any prior discussions, correspondence, understandings, agreements, or communications of any nature relating to the subject matter of this NDA. 12. GENERAL PROVISIONS. a. All additions or modifications to this NDA must be made in writing and must be signed by an officer of both parties. b. No waiver by either party of a breach or omission by the other party under this NDA shall be binding on the waiving party unless it is expressly made in writing and signed by an officer of the waiving party. Waiver by a party of an individual breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind. c. If a court of competent jurisdiction declares any provision in this NDA invalid or unenforceable, such invalidity or unenforceability shall have no effect on the remainder of the NDA which shall remain in full force. d. Recipient may not export any Confidential Information unless Recipient complies with all applicable export laws. e. This NDA does not create any agency or partnership relationship between the parties. f. Participant may not assign this NDA without the express prior written authorization of Magnet Forensics. Subject to the foregoing, this NDA shall inure to the benefit of and be binding upon the parties, their successors and assigns. g. This NDA may be signed in two or more counterparts each of which together will be deemed to be an original and all of which together will constitute one and the same instrument. Signing of this NDA and transmission by facsimile document transfer will be acceptable and binding upon the parties hereto. IN WITNESS WHEREOF, the undersigned have executed this NDA. MAGNET FORENSICS, INC. [Participant] Per: Per: Title: Title: Date: Date:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>orporation organized under the laws of the State of Delaware, having a place of business at 100 California St., 12th Floor, San Francisco, CA 94111 ("MyPoints.com"), and United NewVentures, a division of United Airlines, Inc. with its principal place of business at 1200 E. Algonquin Rd, Elk Grove Village, IL 60007 ("Receiving Party"). WHEREAS, MyPoints.com is engaged in the business of marketing and selling online business programs and services, and owns and operates the MyPoints(R) Program, BonusMail(R) Program and other internet related programs; WHEREAS, Receiving Party, in conjunction with OurHouse, Inc., has indicated an interest in potentially acquiring MyPoints.com and in this regard has requested certain financial, business, technical and other information about MyPoints.com which information is proprietary to, and held as the confidential information of, MyPoints.com (hereinafter referred to as the "Confidential Information"); WHEREAS, MyPoints.com has agreed to provide the Confidential Information to Receiving Party, and Receiving Party agrees to accept such Confidential Information only in strict accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows: 1. This Agreement shall bind Receiving Party and those taking under it with regard to all Confidential Information disclosed to, or obtained by, Receiving Party hereunder. For the purposes of this Agreement Confidential Information shall include all information dis<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>closed, directly or indirectly, through any means of communication or observation, by MyPoints.com to or for the benefit of Receiving Party, that relates to or is derived from MyPoints.com's technical, business, strategic, marketing or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of MyPoints.com. Any material provided by MyPoints.com to Receiving Party which is clearly designated "Confidential" (or other similar legend) will be presumed to be Confidential Information. The absence of any such legend, however, will not preclude the same from being deemed Confidential Information. 2. Receiving Party agrees that receipt of Confidential Information, pursuant to this Agreement, is exclusively for the purpose of evaluating a potential acquisition of MyPoints.com and Receiving Party shall not use the Confidential Information for any other purpose. 3. Confidential Information disclosed to Receiving Party hereunder shall: a. n<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ate government agency or self-regulatory organization. Employee specifically acknowledges that the Confidential Information, whether<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization’s Confidential Information. Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant. 5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solici<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Appendix B CONFIDENTIALITY TERMS AND CONDITIONS 1. Definition of Confidential Information. “Confidential Information” shall mean any information, including but not limited to data, techniques, protocols or results, or business, financial, commercial or technical information, disclosed by one Party (each a “Discloser” as applicable) to the other Party (each a “Recipient” as applicable) in connection with the terms of that certain Exclusive License Agreement dated December , 2016 (the “License Agreement”) and identified as confidential at the time of disclosure. Capitalized terms used in this Appendix that are not otherwise defined herein have the meanings ascribed in the License Agreement to which this Appendix is attached and made a part thereof. 2. Exclusions. “Confidential Information” under this Agreement shall not include any information that (i) is or becomes publicly available through no wrongful act of Recipient; (ii) was known by Recipient prior to disclosure by Discloser, as evidenced by tangible records; (iii) becomes known to Recipient after disclosure from a third party having an apparent bona fide right to disclose it without any confidentiality obligation; (iv) is independently developed or discovered by Recipient without use of Discloser’s Confidential Information, as evidenced by tangible records; or (v) is disclosed to another party by Discloser without restriction on further disclosure. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information that Recipient is required to disclose or produce pursuant to applicable law, court order or other valid legal process provided that Recipient promptly notifies Discloser prior to such required disclosure, discloses such information only to the extent so required and cooperates reasonably with Discloser’s efforts to contest or limit the scope of such disclosure. 3. Permitted Purpose. Recipient shall have the right to, and agrees that it will, use Discloser’s Confidential Information solely for the performance of its obligations and exercise of its rights under the License Agreement (the “Purpose”), except as may be otherwise specified in a separate definitive written agreement negotiated and executed between the parties. 4. Restrictions. For the term of the License Agreement and a period of [***] thereafter (and indefinitely with respect to any individually identifiable health information disclosed by BIDMC to Licensee, if any), each Recipient agrees that: (i) it will not use such Confidential Information for any purpose other than as specified herein; and (ii) it will use reasonable efforts (but no less than the efforts used to protect its own confidential and/or proprietary information of a similar nature) not to disclose such Confidential Information to any other person or entity except as expressly permitted hereunder or the License Agreement. Recipient may,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> however, disclose Discloser’s Confidential Information only on a need-to-know basis to its and its Affiliates employees, staff members and agents (“Receiving Individuals”) who are directly participating in the Purpose and who are informed of the confidential nature of such information, provided Recipient shall be responsible for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof Each party further agrees not to use the name of the other party or any of its Affiliates or any of their respective trustees, directors, officers, staff members, employees, students or agents in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the party or individual whose name is to be used, in the case of BIDMC such approval to be given by the Public Affairs Department. This Section 4 shall survive termination or expiration of this Agreement. 5. Right to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to each Recipient all of Discloser’s Confidential Information that will be disclosed hereunder. 6. Ownership. All Confidential Information disclosed pursuant to this Agreement, including without limitation all written and tangible forms thereof, shall be and remain the property of the Discloser. Upon termination of this Agreement, if requested by Discloser, Recipient shall return or destroy at Discloser’s discretion all of Discloser’s Confidential Information, provided that Recipient shall be entitled to keep one copy of such Confidential Information in a secure location solely for the purpose of determining Recipient’s legal obligations hereunder. 7. No License. Nothing in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license or otherwise, under any patent, copyright, or other intellectual property rights owned or controlled by Discloser relating to Confidential Information, except as specifically set forth in the License Agreement. 8. Remedies. Each party acknowledges that any breach of this Agreement by it may cause irreparable harm to the other party and that each party is entitled to seek injunctive relief and any other remedy available at law or in equity. 9. Export Restrictions. The Confidential Information is subject to the export and customs laws and regulations of the United States and any other applicable country and neither party will export, re-export or transship, directly or indirectly, such information to any country without first obtaining proper governmental approval, as necessary. Licensee will not disclose any export controlled information to BIDMC without the express prior written consent of BIDMC Technology Ventures Office. Licensee will indemnify BIDMC for any and all claims, actions, damages or liabilities of any kind related to Company’s failure to comply with this section. 10. General. These Confidentiality Terms and Conditions, along with the License Agreement, contain the entire understanding of the parties with respect to the subject matter hereof, and supersede any prior oral or written understandings between the parties relating to c<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r documents prepared by Vector or its Representatives to the extent they contain, reflect or are based upon, in whole or in part, the information furnished to Vector or its Representatives pursuant hereto. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Vector or its Representatives in contravention of this agreement, (ii) was within Vector’s possession prior to its being furnished to Vector by or on behalf of Captaris pursuant hereto, provided that the source of such information was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; (iii) becomes available to Vector on a nonconfidential basis from a source other than Captaris or any of its Representatives, provided that such source was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; or (iv) is independently developed by Vector without the use of any Evaluation Material and without any other vio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lation of this agreement. Vector hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the parties, that the Evaluation Material will be kept confidential and that Vector and its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) Vector may make any disclosure of such information to which Captaris gives its prior written consent and (ii) any of such information may be disclosed by Vector to its Representatives who need to know such information for the sole purpose of evaluating and implementing a possible transaction between the parties, who shall keep such information confidential and who are provided with a copy of this letter agreement. In any event, Vector shall be re<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>medium in which that information or data is embedded, and whether the Confidential Information is disclosed orally, visually or otherwise. “Proprietary Information” means information or data, or both, belonging to ICC, which may be Confidential Information or not. Article 2 – Obligation to keep Confidential and Restrictive Use The Member shall: a) not disclose any Confidential Information or Proprietary Information unless expressly authorised by the ICC Court; b) use any Confidential Information or Proprietary Information exclusively for the purpose of its collaboration with the ICC Court and not for its own or anyone else’s benefit; c) keep secure, confidential and hold all Confidential Information and Proprietary Information with no less a degree of care as is used for the Member’s own confidential or Proprietary Information and at least with reasonable care; and d) not amend, vary, develop, improve, enhance (“Derivation”) the Confidential Information or Proprietary Information except as otherwise approved in writing by the ICC Court. In addition, ICC Court members are only permitted to disclose Confidential information or Proprietary information for the sole purpose of conflict checks. They must only disclose such information to the person duly authorized to run conflict checks within their respective law firm or company. ICC Court members undertake that their firm or company will not use the Confidential information or Proprietary information for any other purpose and remain responsible for ensuring that such information is immediately destroyed upon conclusion of the conflict check. Article 3 – Exclusions from Obligation to keep Confidential and Restrictive Use The obligations under Article 2 to keep confidential all Confidential Information or Proprietary Information shall not apply to the extent that the Member can prove that any of that information: a) was in the Member’s possession without an obligation of confidentiality prior to receipt from the ICC Court; b) is lawfully obtained by the Member from a third party without an obligation of confidentiality, provided that third party is not, to the ICC Court’s best knowledge, in breach of any obligation of confidentiality to the ICC Court relating to that information; or c) is developed by the Member independent of any Confidential Information or Proprietary Information. Article 4 – Copies Unless otherwise specified by the ICC Court at the time of disclosure, the Member may make copies of the Confidential Information and of Proprietary Information to the extent necessary for the purpose of performing the Member’s function. Article 5 – Refusal Nothing in this Agreement shall obligate the ICC Court to disclose any information to the Member. ICC has full discretion to determine which Confidential Information or Proprietary Information can be disclosed to the Member during the term of office of the Member. Article 6 – No Licence or Ownership Nothing in this Agreement shall affect any rights the ICC Court may have in relation to Confidential Information or Proprietary Information, neither shall this Agreement provide the Member with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information or Proprietary Information. Article 7 – No Warranty The ICC Court makes available the Confidential Information or Proprietary Information as is and only warrants that, it has done its best efforts to ensure to the best possible extent that the information disclosed is complete, accurate, free<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> from defects or third party rights, and useful for the purposes of the Member. Article 8 – No Further Obligations This Agreement does not: a) create any other relationship; or b) oblige a Party to enter into any other contract. Article 9 – Term and Termination This Agreement enters into force by signing of all Parties and can be terminated by either Party with immediate effect by giving a written notice to the other Party. This Agreement ends automatically upon expiry of the Member’s term of office. Article 10 – Survival of Obligations Upon termination of this Agreement, the Member shall stop making use of Confidential Information or Proprietary Information. The Parties’ obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws. Article 11 – Breach and Remedies The Parties agree that Confidential Information or Proprietary Information may relate to highly sensitive aspects of ICC Court’s activities or arbitral proceedings and that loss, misuse or unauthorised Derivation or disclosure of the Confidential Information or Proprietary Information may be highly prejudicial to the interests of ICC and the ICC Court, and that financial compensation may not adequatly compensate ICC for any such damage. ICC therefore reserves the right to take whatever injunctive or other action it deems necessary, at law, in equity or otherwise to protect its interests in the event of any actual and/or alleged breach of this Agreement by the Member. Article 12 – Disposal Within ninety (90) days of termination of this Agreement, the ICC Court may request the disposal of the Confidential Information or Proprietary Information disclosed to the Member. Disposal means execution of reasonable measures to return or destroy all materials and copies including electronic data. Destruction shall be confirmed in writing. Disposal shall be effected within thirty (30) days of the request being made. Article 13 – Good Faith and Fair Dealing In carrying out their obligations under this Agreement, the Parties will act in accordance with the principles of good faith and fair dealing. The provisions of this Agreement, as well as any statements made by the Parties in connection with this Agreement, shall be interpreted in accordance with the principles of good faith and fair dealing. Article 14 – Dispute Resolution This Agreement is governed by, and shall be construed in accordance with the laws of France. Any dispute arising from o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>osing Party or destroyed or expunged from any electronic storage device (with written confirmation of the same to the Disclosing Party) within five (5) working days upon written notice to do so from such Disclosing Party. 7 The Parties acknowledge that the purpose of this Agreement is to facilitate confidential discussions for the purpose of evaluating their interest in collaboration and that nothing in this Agreement shall be construed as obliging either Party to disclose any Confidential Information to any other or to oblige either party to enter into any further agreement. 8 The construction, validity<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and performance of this Agreement shall be governed by English Law and the Parties submit to the exclusive jurisdiction of the courts of England. 9 This Agreement shall become effective on the date first written above. 10 The Parties obligations under this Agreement shall remain in full force and effect for a period of five (5) years from the date hereof, save that the obligations of the parties as receiving parties under Clause 6 of this Agreement shall continue thereafter until fully discharged by performance. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorised representatives as of the day and year first written above. Date: Date: Signed for and on behalf of Signed for and on behalf of Microkerf Limited <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>icable securities laws prohibit any person who is aware of material, non-public information about a company obtained directly or indirectly from that company, 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. 12. This Agreement: (a) is the complete Agreement of the Parties concerning the subject matter hereof and supersedes any and all prior Agreements, understandings or discussions with respect to the subject matter hereof; (b) shall not be construed to create any obligation on the part of either Party to complete the Transaction or to compensate the other Party in any manner, except as may be set forth by a separate written Agreement duly executed and delivered by the Parties; (c) may not be amended or in any manner modified except in a writing signed by the Parties; and (d) shall be governed and construed in accordance with the laws of the United States and, in particular, the State of New York except its rules as to choice of law. The Parties agree and hereby consent to the jurisdiction and venue of the state and federal courts for the Borough of Manhattan, New York, New York. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provisions shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. Without prejudice to the rights and remedies otherwise available to the Parties, the Parties agree that money damages would not be a sufficient r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>emedy for any breach of this Agreement by either Party or the affiliates, employees, representatives and/or consultants of either Party and, accordingly, that the Parties shall be entitled to equitable relief, including injunctive relief and/or specific performance, if either Party (including the affiliates, employees, representatives and/or consultants thereof) breaches or threatens to breach any of the provisions of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same Agreement. IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed by its duly authorized representative: PROXICOM, INC. DIMENSION DATA By: /s/ Kenneth J. Tarpey By: /s/ P.K. Quarmby Print Name: Kenneth J. Tarpey Print Name: P.K. Quarmby Title: Executive Vice President & CFO Title: Director Date: 2/9/2001 Date: 12/2/2001<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Please fill in your contact details, sign on the last page an fax this document to +31-84-8337781 or mail a scanned copy to [email protected] Non-Disclosure Agreement AG Projects, a Dutch corporation with its principal place of business at Dr. Leijdsstraat 92, 2021 RK Haarlem, Nederland [DISCLOSING PARTY] and the [RECEIVING PARTY] represented by: Name: Organization: Address: City: Postcode: Country: Telephone: Fax: E-mail: Website: Business profile: Solution vendor System integrator Service provider Employee or contractor Other, please specify: ………………….. Contemplate one or more meetings and various communications that will involve the disclosure by one of the parties [DISCLOSING PARTY] to the other party [RECEIVING PARTY] of technical, business, marketing, planning, pricing and other information and data, in written, oral, electronic, magnetic, photographic and/or other forms, including information and data regarding Internet-based transport solutions (Collectively CONFIDENTIAL INFORMATION). The parties agree as follows: 1. CONFIDENTIAL INFORMATION: AG Projects products and services. 2. Limited Purpose. The CONFIDENTIAL INFORMATION shall be used by the RECEIVING PARTY solely for the purpose of discussing AG Projects’ services and products. 3. Property of Disclosing Party. The CONFIDENTIAL INFORMATION is proprietary to the DISCLOSING PARTY and is, and shall remain, the property of the DISCLOSING PARTY. 4. No Copies. Tangible forms of the CONFIDENTIAL INFORMATION shall not be copied, in whole or in part, without the prior written consent of the DISCLOSING PARTY. 5. No Disclosure. The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and (ii) advising all of its employees, officers, agents and affiliates who gain access to the CONFIDENTIAL INFORMATION of its confidential and proprietary nature. The obligations of this paragraph also apply to the fact of the exis<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tence of the CONFIDENTIAL INFORMATION, of this Agreement, and the occurrence of all meetings and communications of the parties that involve CONFIDENTIAL INFORMATION. In the event the RECEIVING PARTY receives in writing an opinion from its outside counsel that it must disclose certain information, prohibited by the terms herein, in order to avoid committing a violation of law, the RECEIVING PARTY may disclose only that information necessary to avoid committing such violation of the law. 6. Discovery. In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the DISCLOSING PARTY, the RECEIVING PARTY is nonetheless, in the opinion of counsel, legally compelled to disclose CONFIDENTIAL INFORMATION to any tribunal or else stand liable for contempt or suffer other censure or penalty, the RECEIVING PARTY may, without liability hereunder, disclose to such tribunal only that portion of the CONFIDENTIAL INFORMATION which such counsel advises RECEIVING PARTY is legally required to be disclosed, provided that the RECEIVING PARTY will cooperate with the DISCLOSING PARTY in seeking to preserve the confidentiality of the CONFIDENTIAL INFORMATION before such tribunal. 7. No Use. The RECEIVING PARTY understand and agrees that it is not allowed to sell, license or otherwise exploit any parts, products, services documents or information that embody in whole or in part any CONFIDENTIAL INFORMATION. The furnishing of any CONFIDENTIAL INFORMATION hereunder shall not be construed as the granting of a license under any patent, patent application, copyright, copyright registration, trade secret or other proprietary right by the DISCLOSING PARTY to any person or entity or as implying any obligation other than is specifically stated herein. 8. Limitation. The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION. 9. Return. All CONFIDENTIAL INFORMATION supplied by the DISCLOSING PARTY hereunder and all copies thereof, in whole or in part and on all media, shall be returned to the DISCLOSING PARTY by the RECEIVING PARTY within thirty (30) days upon dema<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lose any such Evaluation Material in accordance with Paragraph 5 hereof. 3. REPRESENTATIVES. The Recipient will (a) provide the other Party with a list of its Representatives who are given access to any Evaluation Material, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives. 4. INDEMNIFICATION. Each Party will indemnify, defend and hold harmless the other Party from and against any and all damages, losses, liabilities and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives. 5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if available, will be accorded such Evaluation Material. 6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its possession or in the possession of any of its Representatives furnished by such Provider or any of its Representatives, and the Recipient will destroy all analyses, compilations, studies or other documents prepared by it or any of its Representatives or for their use containing or refl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r litigate all such VIDAR rights and interests in the Intellectual Property throughout the world, including all commercial, legal or administrative proceedings involving the same. All expenses of applying for and obtaining such rights and interests shall be borne by VIDAR. VIDAR shall reimburse Receiver for pre-approved expenses paid in connection with such cooperation. 6. Return of Confidential Information. Upon the request of VIDAR or the termination or expiration of this Confidential Agreement, Receiver shall promptly return to VIDAR all copies of the Confidential Information and obtained by Receiver. 7. Disclaimer. Receiver acknowledges that the Confidential Information may relate to processes or products that are developmental and may or may not have been reduced to practical application in prototype form. Accordingly, Receiver understands that neither VIDAR has made or makes any representation or warranty as to the accuracy, completeness or value of the Confidential Information. RECEIVER AGREES THAT NEITHER VIDAR NOR ANY OF ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO RECEIVER OR ANY OF ITS REPRESENTATIVES RESULTING FROM RECEIVER’S ACCESS TO OR USE OF THE CONFIDENTIAL INFORMATION. 8. Injunction. Receiver acknowledges and agrees that: (i) the Confidential Information is proprietary to and valuable information of VIDAR; (ii) VIDAR derives economic value from the Confidential Information not being generally known to other persons who can obtain economic value from its disclosure or use; (iii) any disclosure or unauthorized use of the Confidential Information could cause irreparable harm and loss to VIDAR; and (iv) if this Agreement is breached, VIDAR can not be made whole by monetary damages. Accordingly, VIDAR, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent further breaches of this Agreement and to<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> an order compelling specific performance of this Agreement. Receiver shall reimburse VIDAR for all costs and expenses, including attorney’s fees, incurred by VIDAR in enforcing the obligations of Receiver. 9. General. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia and all actions involving this Agreement shall be brought in the state or federal courts located in the Commonwealth of Virginia, to which the parties consent to jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors and assigns. Except as otherwise expressly provided herein, neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered, whether voluntarily or by operation of law, by Receiver without the prior written consent of VIDAR (which may be granted or withheld in VIDAR’s sole and absolute judgment), and any attempt to do so will be deemed null and void. This Agreement becomes effective on the Effective Date and continues in effect thereafter for so long as any Confidential Information continues to exist. VIDAR may terminate this Agreement at any time for any reason. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. This Agreement<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party agrees and understands that the Disclosing Party will have all rights and remedies available to it under the applicable law as a result of said Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright. In t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party shall not be in breach of this Agreement simply by acting in accordance with its terms and conditions. 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclos<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> disclosing such information by a legal, contractual or fiduciary obligation, or (c) is already in the Receiving Party’s or its Representatives’ possession (other than information furnished by or on behalf of the Disclosing Party), or (d) is independently developed by a party or any of its Representatives without violating any of such party’s obligations hereunder or without reference to the Confidential Information. 4. Unless otherwise agreed to by PBI in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to one or more members of the Pitney Bowes Corporate Development Department (the “PBI Contacts”). Contact information for the PBI Contacts is included in Exhibit A to this Agreement. Unless otherwise agreed to by Borderfree in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to any of the contacts at Borderfree included in Exhibit A to this Agreement (the “Borderfree Contacts”). 5. Notwithstanding anything to the contrary provided in this Agreement other than, and subject to, Section 12 of this Agreement, in the event the Receiving Party or any of its Representatives receives a request pursuant to or is required by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an “External Demand”) to disclose all or any part of the Disclosing Party’s Confidential Information or Transaction Information, the Receiving Party or its Representatives, as the case may be, agree to (to the extent practicable and legally permissible) (a) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such External Demand, (b) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (c) assist the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained, unless the Disclosing Party waives compliance with the provisions hereof, the Receiving Party or its Representatives, as the case may be, may disclose only that portion of the Confidential Information or Transaction Information which it or its Representatives are advised by counsel is legally required to be disclosed and to only those persons to whom the Receiving Party or its Representatives are advised by counsel are legally required to receive <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>such information, and the Receiving Party and its Representatives shall, at the Disclosing Party’s expense, exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information or Transaction Information. For the avoidance of doubt, in no event shall PBI be permitted to make any disclosure of Confidential Information in response to any External Demand that arises from an action taken by PBI in violation of Section 12 of this Agreement. 6. Confidential Information shall remain the property of the Disclosing Party at all times. If the Receiving Party determines not to proceed with the Transaction, the Receiving Party will promptly inform the Disclosing Party of that decision and, in that case, upon the request of the Disclosing Party or any of its Representatives, the Receiving Party will: (a) destroy all copies of the written Confidential Information in the Receiving Party’s possession (other than any of your own Analyses), and (b) promptly destroy all the Disclosing Party’s Analyses; provided however, that nothing in this Agreement shall require the destruction of investment memoranda prepared by the Receiving Party in the ordinary course of business and retained in accordance with the Receiving Party’s general retention policies or computer backup tapes or copies of Confidential Information or Analyses created pursuant to automated archiving or backup procedures; and provided further that the Receiving Party’s records department may retain one copy of such Confidential Information, subject to the terms of this Agreement, solely for compliance with legal or regulatory obligations or pursuant to its internal document retention policies. The Receiving Party will certify such destruction to the Disclosing Party, in writing signed by one of the Receiving Party’s authorized Representatives. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party and its Representatives will continue to be bound by its and their obligations under this Agreement. 7. Nothing herein shall obligate either party to disclose to or receive from the other party any particular information. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party is obligated to compensate the other for the use of any information disclosed under this Agreement for the purpose of this Transaction, except as may be otherwise provided in a written agreement between the parties. Unless and until a Definitive Agreement (as defined below) concerning the Transaction has been executed, neither party nor its affiliates nor its or its affiliates’ Representatives shall have any legal obligation to the other party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement (except as expressly provided herein), any other written or oral expression with respect to the Transaction, or otherwise. 8. Each party acknowled<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Disclosing Party, such as by commercial use or sale or by publications or patents, or otherwise; or (f) is approved for release by written consent of the Disclosing Party. (ii) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operation of law. Provided, however, the Receiving Party shall promptly give a written notice to th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e Disclosing party so that the Disclosing Party may seek an appropriate protective order. 5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests. 6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives or advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party. 7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate either party to disclose to the other party any particular information. Further, each party acknowledges that no contract or agreement providing for a business relationship, of any nature, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered. 8. If any official approval is required by a government authority or disclose the Confidential Information hereunder, such disclosure is subject to that approval. Both parties shall comply in all respects with applicable laws, regulations and court orders, including but not limited to laws and regulations on export control, in both parties' countries and other applicable countries. 9. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other intellectual property rights. 10. The Disclosing Party represents and warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party. 11. The parties hereto shall not be obligated to compensate each other for the disclosure and/or use pursuant to the terms of this Agreement of any information exchanged in connection with this Agreement or the discussions between the parties. 12. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the disclosure of the Confidential Information. The terms of this Agreement may not be changed except by subsequent written agreement duly signed by an officer of each of the parties. 13. Subject to Paragraph "4" hereof, the obligation of the Receiving Party provided in Paragraph "2" hereof shall continue for three (3) years from the date of each receipt of the Confidential Information, even after termination of this Agreement according to paragraph "3" hereof. 14. This Agreement shall be governed, construed and interpreted in accordance with the laws of Japan. 15. The Receiving Party acknowledges that remedies of damages may be inadequate to protect against breach of this Agreement and the Receiving Party agrees in advance to the granting of injunctive or other equitable relief to the Disclosing Party in addition to any other remedy which may be available to the Disclosing Party. 16. The Disclosing Party does not make any representation or warranty, except as may be specifically provided in writing, as to the accuracy or completeness of the Confidential Information, or as to its utility or suitability for any purpose of the Receiving Party and the Disclosing Party expressly disclaims any right of the Rec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s being confidential or which, under the circumstances surrounding disclosure the receiving party (“Receiving Party”) should know is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, non-public information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, finan<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party, its related entities and/or agents is covered by this Agreement. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party without access to the Disclosing Party’s information, or (v) the Confidential Information is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the other party is provided notice of such requirement prior to any such disclosure. 2. Obligations Each party agrees that it shall not make use of, disseminate, or in any way disclose any Confidential Information of the Dis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Business (‘the Proposed Transaction”). This letter of agreement sets out the terms upon which we will supply information to you in respect of the Business in order to enable discussions to take place on an informed basis (“the Confidential Information”). YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). H) that we are not required or obliged to disclose any information of any kind to you. I) that no warranty or representation, whether express or implied, is given as to the accuracy, completeness, appropriateness or otherwise of the Confidential Information. J) that this agreement does not create any right enforceable by any person who is not a party to it and that the Contracts (Right of Third Parties) Act 1999 as amended shall not apply. In consideration of the said discussions both parties agree: 1) that this agreement does not oblige <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or imply any obligation on either party to enter into any transaction or further agreement. 2) that this agreement may only be modified or waived by a separate written agreement between the parties which specifically and expressly modifies or waives this agreement or part of it. 3) that this agreement shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 4) that in the event of any term of this agreement being held to be illegal or unenforceable either in whole or in part that term shall be deemed not to be part of this agreement but the enforceability of the remainder shall be unaffected. 5) that any notices under this agreement shall be sent by first-class prepaid post to the address of the recipient party as set out in this letter and shall be deemed to have been received on the second week day (that is, any day excluding Sundays or public or bank holidays in England) following the day on which it was posted. 6) that the provisions of this agreement shall last for the duration of the discussions relating to the Proposed Transaction and for 2 years following their conclusion. 7) that these terms shall not apply where the Confidential Information: 7.1 was known to us (by means not importing any requirement of confidentiality or involving a breach of confidentiality by a third party) prior to its provision to us; 7.2 is in or subsequently comes in to the public domain (through no fault on our part); 7.3 is required to be disclosed pursuant to any legal, statutory or regulatory requirement. Signed Your Name Position Company Address Postcode Telephone Number EDT (Electronic document transmissions) Emails with Original Signatures (not electronic) shall be deemed valid and enforceable in respect of any provisions of this NDA (Non-Disclosure Agreement). EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Please note that should you choose to return the NDA via Email, we respectfully request that the original is returned by post.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e and will continue in perpetuity. 7. Each Party agrees that the harm resulting from improper disclosure of Confidential Information may be irreparable; therefore, the Disclosing Party shall be entitled to seek injunctive and other equitable relief to prevent or restrain breaches of any of the provisions of this Agreement by the Receiving Party or any of its employees, agents, officials, representatives or consultants, or to enforce the terms and provisions hereof, by an action instituted in a court of competent jurisdiction, which remedy or remedies are in addition to and not in substitution for any other remedy to which the Disclosing Party may be entitled at law or in equity. 8. Title to, interest in, and all other rights of ownership to Confidential Information shall remain with the Disclosing Party. The information provided hereunder, including Confidential Information, is provided strictly "as is" and without representation and warranty of any kind as to its accuracy, completeness, freedom from error, value, merchantability, fitness for a particular purpose or non-infringement. 9. This Agreement will terminate on the date and time the Agreement between the Parties over the provision of SAP Services is terminated. In the event this Agreement is terminated, and the Disclosing Party so requests, the Receiving Party shall promptly return or destroy (and certify destruction of) all Confidential Information which it received from the Disclosing Party along with all copies. The obligations of the Receiving Party under<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> this Agreement shall survive the termination of this Agreement or the return of the Confidential Information to the Disclosing Party. 10. The Parties acknowledge and understand that all documentation and information, including Confidential Information, provided to the Province of Nova Scotia or HRM, as the case may be, pursuant to this Agreement shall be kept confidential, subject to the provisions of the Freedom of Information and Protection of Privacy Act, Province of Nova Scotia, and such other laws of the Province of Nova Scotia and Canada which may apply from time to time. 11. This Agreement shall not be construed as creating a joint venture, partnership or other form of business association between the Parties, nor an obligation to buy or sell products using or incorporating the Confidential Information, nor to create an implied or express license from either Party to the other. 12. The failure of either Party to enforce any right resulting from breach of any provision of this Agreement by the other Party shall not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder. 13. This Agreement shall be governed by, and construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada applicable therein. 14. This Agreement constitutes the entire agreement, written or verbal, between the parties with respect to the terms set forth herein. This Agreement may not be amended except in writing signed b<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>thout limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: SIGNATURE DATE SIGNATURE DATE PRINT NAME PRINT NAME<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>BENEFITS; GOVERNING LAW. This Agreement is for the benefit of MCI and its respective directors, officers, employees, representatives and agents and its respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice of law rules of the State of Louisiana. 14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same Agreement. 15. SEVERABILITY. If any provisio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid or unenforceable provision shall be deemed deleted herefrom to the minimum extent necessary to cure such invalidity or unenforceability. 16. MODIFICATIONS. No provision of this Agreement may be waived, amended or modified except by the written agreement of the Company and MCI. Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter shall become a binding agreement between us. MELAMINE CHEMICALS, INC. By: /s/ Goldman, Sachs & Co. Goldman, Sachs & Co. on behalf of Melamine Chemicals, Inc. Accepted and agreed to as of the 31st day of July, 1997. BORDEN CHEMICAL, INC. By: /s/<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information. 9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement. (b) With respect to PCII I hereby assign to the entity owning the PCII and the United States Government, all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of PCII not consistent with the terms of this Agreement. 10. This Agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement. 11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. 12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect. 13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Government or any of its departments or agencies. 14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended;<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosures that could <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement is entered into by and between Frames Data Inc., a California corporation with a business address at 100 Avenue of the Americas, New York, New York 10013 (“FDI”), and , a with a business address at (“Developer”). WHEREAS, FDI has compiled and maintains certain databases pertaining to ophthalmic frame style specifications which it updates and modifies from time to time that includes textual and graphic data relating to frames manufactured by various manufacturers (the “Data”); Developer develops optical practice management software applications (the “Applications”) and wishes to obtain a sample of certain Data (the “Sample Data”) for the sole purpose of assessing whether Developer can adapt the Applications to be compatible with the Sample Data (the “Permitted Purpose”); and FDI is willing to provide Developer with a sample of Sample Data for the Permitted Purpose for a limited time (the “Assessment Period”) on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the mutual promises made below, the parties agree as follows: 1. Non-Disclosure and Non-Use of Sample Data a. Non-Use. Developer shall not use any Sample Data for any purpose other than the Permitted Purpose. b. Non-Disclosure. Except as provided in subsection (c) below, Developer shall not disclose any Sample Data to any third party or to its own employees, agents or professional advisors except employees, agents or professional advisors who are required to have the Sample Data to implement the Permitted Purpose. Developer shall have each employee to whom any Sample Data will be disclosed, or who will have access to Sample Data, sign a nondisclosure agreement that is substantially similar to this Agreement. Developer shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Sample Data, including, without limitation, using the highest degree of care that Developer uses to protect its own confidential information. Developer shall notify FDI in writing of any misuse or misappropriation of Sample Data immediately after it becomes aware of such misuse o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r misappropriation. Developer shall not reproduce any Sample Data in any form or store it in a retrieval system or database without FDI’s prior written consent, except as Developer reasonably may require for the Permitted Purpose. c. Legal Compulsion. If Developer becomes legally compelled to disclose any Sample Data, Developer shall provide FDI with prompt prior written notice of such requirement so that FDI may seek a protective order or other appropriate remedy, or both, or waive compliance with the terms of this Agreement. 2. Return of Sample Data. When the Assessment Period is over, if the parties have not agreed to go forward and sign a comprehensive agreement that permits Developer to use the Data to modify its Applications and pursuant to which FDI will provide Developer with the technical documents that are necessary for Developer to do so, Developer shall return to FDI or destroy all copies o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ving there from and all other documents or materials ("Notes") (and all copies of any of the foregoing, including "copies" that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any JEA Confidential Information, in whatever form of storage or retrieval, upon the earlier of - I. the completion or termination of the dealings between the parties contemplated hereunder; or II. the termination of this Agreement; or III. at such time as JEA may so request; provided however that the Recipient may retain such of its documents as is necessary to enable it to comply with its statutory document retention policies. Alternatively, the Recipient, with the written consent of JEA may (or in the case of Notes, at the Recipient's option) immediately destroy any of the foregoing embodying JEA Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Recipient supervising the destruction). JEA reserves the right to require evidence supporting such an activity. 10. Notice of Breach. The Recipient shall notify the Discloser immediately upon discovery that any Confidential Information has been communicated or distributed to any unauthorized person or entity and will cooperate with efforts by the Discloser to help the Discloser regain possession of Confidential Information and prevent its further unauthorized use. 11. No Warranty. The Discloser shall have no liability to the Recipient or the Representatives resulting from any use of the Confidential Information. The Discloser shall have sole responsibility for providing the Confidential Information necessary for Recipient to perform its obligations under the parties' Agreements. 12. Miscellaneous. a. This Agreement: i. is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures on such subject matter; ii. may not be amended or in any manner modified except in writing signed by the parties; iii. shall be gover<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ned and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions; and iv. shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and designees. b. The Federal and state courts located in Duval County, Florida shall have sole and exclusive jurisdiction over any disputes arising under this Agreement. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. Any failure by the Discloser to enforce the strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. c. Any notices required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above. All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. JEA Recipient By By Name: Name: Title: Title:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d parties retained by the Receiving Party who have a need to know such information in order for the Receiving Party to accomplish the purposes set forth in Paragraph 4 hereof and who are made aware of the confidentiality provisions of this Agreement (and in the case of a third party, who have signed a binding undertaking of confidentiality and non-use substantially equivalent to this Agreement), and (iii) to not use Confidential Information for any purpose except as permitted by Paragraph 4. A Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of Confidential Information by any party to whom Receiving Party has disclosed such information. 4. The Receiving Party may use the Disclosing Party’s Confidential Information for the sole purpose of evaluating, negotiating and, in its discretion, entering into the proposed Transaction. A Receiving Party may disclose Confidential Information pursuant to a request by an applicable regulatory authority, or if they are required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential Information, provided, however, in such event the Receiving Party shall (i) promptly notify the Disclosing Party; (ii) consult with the Disclosing Party as to the advisability of taking steps to resist or narrow such request; and (iii) if so requested, cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. 5. The Parties shall promptly advise each other in writing if they learn of any unauthorized use or disclosure of Confidential Information by any of their directors, officers, employees, corporate affiliates, agents or by any third party. 6. The Parties agree that, in the event of a breach of this Agreement, monetary damages may not be a sufficient remedy and in addition to any other legal remedy, the non-breaching Party shall be entitled to equitable remedies, including injunctive relief. In the event that any Party takes legal action as a result of a breach of this Agreement, the non-breaching Party shall be entitled to recover reasonable legal fees and expenses incurred in connection with such legal action in the event that it prevails in one or more of its claims. 7. The provisions of this Agreement shall remain in full force and effect beginning as of the Effective Date and shall continue with respect to a Receiving Party for as long as it retains the Confidential Information in its possession and for three (3) years thereafter. A receiving Party shall return or destroy all copies of the Disclosing Party’s Confidential Information to the Disclosing Party within ten (10) days after the Disclosing Party’s request. 8. No Party may assign its rights under this Agreement without the prior written consent of the other Party. This Agreement will be binding upon the successors, heirs and permitted assigns of the Parties. 9. This Agreement expresses the entire agreement between the Parties and supersedes all prior understandings and discussions between the Parties. This Agreement may only be modified, changed or amended by an agreement in writing executed by the Parties. A waiver of any provision of this Agreement shall not be deemed a waiver of any other provision and shall not be binding<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> unless it is in writing and executed by the Party making such waiver. 10. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. 11. This Agreement shall be governed by the laws of the Commonwealth of Australia and the State of New South Wales for the time being in force and the Parties submit to the exclusive jurisdiction of the courts of New South Wales, the Federal Court and the High Court of Australia, Sydney Registries. IN WITNESS WHEREOF, the Parties to this Agreement have duly executed this Agreement by their duly authorized representatives. BiG Legal name of Person or The Company Business innovation Group Pty Limited By: By: (Authorized Signature) (Authorized Signature) (in non-black ink, please) (in non-black ink, please) (Name) (Name) (Title) (Title) (Execution Date) (Execution Date)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>bstantial and adequate monetary consideration and benefits in return for entry into the SPA and this Agreement and that the Seller and the Shareholder have freely chosen to enter into the terms of this Agreement. C. The Key Personnel each acknowledge that each is an officer of Seller and has received and/or will receive substantial and adequate monetary consideration and benefits in return for entry into this Agreement and that each has freely chosen to enter into the terms of this Agreement. NOW, THEREFORE, in consideration of the Recitals and covenants and agreements, hereinafter contained, the parties agree as follows: 1. Incorporation by Reference. The Recitals are incorporated and made a part of this Agreement by reference thereto. 2. Non-Disclosure. As a material part of the consideration given and received by the parties in connection with the SPA: a. Seller, Key Personnel and Shareholder, jointly and severally, acknowledge and agree that in the course of ownership and/or employment with the Company that Seller, Key Personnel and Shareholder have acquired and/or the Company has and will continue to provide Seller, Key Personnel and Shareholder with, or access to information regarding the business, procedures, activities and services of the Company, including but not limited to, memorandum, files, forms, techniques, methods and procedures, programs, customer accounts and customer lists, supplier lists, costs and prices of the Company, and customer needs, requirements and business affairs (hereinafter referred to collectively as the “Proprietary Property”) as is necessary or desirable to assist him in his activities on behalf of the Company. b. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company. c. Seller, Key Personnel and Shareholder covenant and agree that<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company. 3. Covenant Not To Compete. As a material part of the consideration given and received by the parties: a. Seller, Key Personnel and Shareholder, jointly and severally, expressly covenant and agree that for a period of one (1) year, Seller will not engage in any business or perform any service, directly or indirectly, in competition with the business of the Company, or have any interest, whether as proprietor, partner, employee, stockholder, principal, agent, consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that shall engage in the business of the Company, except through publicly-traded shares of a corporation or mutual fund listed on a major stock exchange. b. In furtherance of the foregoing and not in limitation thereof, Key Personnel and Shareholder agree that for a period of one (1) year, Key Personnel and Shareholder shall not (aa) directly or indirectly, solicit or service in any way, on behalf of itself or on behalf of or in conjunction with others, any customers, or prospective customers who have been solicited or serviced by the Company; (bb) directly or indirectly take any action which may induce any customer or divert any business from the Company; or (cc) directly or indirectly, for himself or any enterprise engaged in competition with the Company, solicit for employment or employ any employee who is then employed by the Company or who has been employed by the Company within one (1) year prior to the termination of his employment. c. The covenants on the part of Key Personnel and Shareholder contained in this Agreement shall be construed as an agreement independent of any other provision in this Agreement or the SPA. The existence of any claim or cause of action of Seller and/or Shareholder against the Company or Purchaser, whether predicated on this Agreement, the SPA or otherwise shall not constitute a defense to the enforcement of this Agreement. d. (i) Seller, Key Personnel and Shareholder understand that the provisions of this Agreement contain restrictive covenants and prohibit the disclosure of the Proprietary Property of the Company, agree to the reasonability of said provisions, and do herewith expressly agree and acknowledge that their breach of this Agreement will not be adequately compensated by money damages. Seller, Key Personnel and Shareholder acknowledge that the restrictions contained in this Agreement are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these restrictions would cause substantial irreparable injury to the Company. Seller, Key Personnel and Shareholder acknowledge that Purchaser would not have entered into this Agreement without receiving the consideration offered by Seller and Shareholder in binding itself to these restrictions. (ii) Seller, Key Personnel and Shareholder expressly agree that in the event of any suit which may be brought by the Company for any violation of the provisions of this Agreement, any such breach or threatened breach of this Agreement shall entitle the Company to any and/or of the following remedies: (aa) an order in any such suit enjoining Sel<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>SCLOSURE AND TO PREVENT ANY FURTHER DISCLOSURE. In the event of a breach of this Agreement, the Disclosing Participant may take any and all actions under law against the Receiving Participant. The Participant acknowledges and agrees that the Open Mobile Alliance is not responsible for any actions of its members, including, but not limited to, any breach of the terms of this Agreement. 8. EXCEPTIONS TO CONFIDENTIAL INFORMATION The Receiving Participant shall have no obligation with respect to information which: (i) was lawfully in the possession of or known to the Receiving Participant without any obligation of confidentiality prior to receiving it from the Disclosing Participant; (ii) is, or subsequently becomes, legally and publicly available other than by the Receiving Participant’s breach of this Agreement; (iii) becomes publicly available by action of the Disclosing Participant; (iv) is lawfully obtained by the Receiving Participant from a source other than the Disclosing Participant not under any obligation of confidentiality to the Disclosing Participant; (v) is developed by or for the Receiving Participant without use of the Confidential Information, provided such independent development can be shown by documentary evidence; or (vi) is disclosed by the Receiving Participant pursuant to a valid order issued by a court or government agency, provided that the Receiving Participant provides to the Disclosing Participant (a) prior written notice of such obligation, and (b) reasonable cooperation with Disclosing Participant’s efforts to limit or oppose such disclosure or obtain a protective order. The terms of confidentiality under this Agreement shall not be construed to limit the Participant’s right to develop independently or acquire products without use of the Confidential Information or to reassign Participant’s own Representatives within Participant’s own organization. 9. DISCLAIMER Each Participant provides such Participant’s Confidential Information “as is” without warranties, express or implied, of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. The Participant does not warrant that the Confidential Information is error free or technically or commercially exploitable. Each Participant shall retain all right, title and interest to such Participant’s Confidential Information and all intellectual property rights fixed, embodied, or otherwise subsisting therein or arising therefrom, and in all works, inventions, discoveries, know-how, techniques, processes, methods, systems, ideas and other elements thereof. No license under any trademark, patent or copyright, or other recognized intellectual property rights, or applications for the same which are now or thereafter may be obtained by such Participant is either granted or implied by this Agreement or the disclosure of Confidential Information hereunder, except for the limited purposes contemplated hereby and as otherwise provided herein. Subject to the foregoing, the Participants will have joint ownership of the Test Results and/or Test Reports as set forth in Section 6 of this Agreement. 10. LIMITATION OF L<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>IABILITY OF THE OPEN MOBILE ALLIANCE The Open Mobile Alliance will exercise reasonable efforts regarding its duties as set forth in Section 4 of this Agreement, provided, however that the Open Mobile Alliance shall not be liable for any breach of another Partic<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s thereof to those of its Representatives who need to know such information in order to assist the Recipient in evaluating the advisability of entering into the Possible Transaction and it may disclose any such Evaluation Material in accordance with Paragraph 5 hereof. 3. REPRESENTATIVES. The Recipient will (a) provide the other Party with a list of its Representatives who are given access to any Evaluation Material, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives. 4. INDEMNIFICATION. Each Party will indemnify, defend and hold harmless the other Party from and against any and all damages, losses, liabilities and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives. 5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if available, will be accorded such Evaluation Material. 6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its possession or in the possession of any of its Representatives furnished by such Provider or any of its Representatives, and the Recipient will destroy all analyses, compilations, studies or other documents prepared by it or any of its Representatives or for their use containing or reflecting any<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Evaluation Material, whether in digital, written or other form. Any destruction required pursuant to this Paragraph 6 will be certified in writing to the Provider by an authorized officer supervising such destruction. 7. NON-DISCLOSURE. Without the prior written consent of the other Party, each Party will not, and will direct its Representatives not to, disclose to any person that any investigations, discussions or negotiations are taking place concerning a Possible Transaction, that such Party has requested or received Evaluation Material from the other Party, or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof. 8. NO SOLICITATION OF EMPLOYEES. Each Party covenants that for a period of two (2) years following the date of this Agreement, such Party will not, directly or indirectly, solicit for employment or hire any employee of the other Party or any of the other Party's subsidiaries with whom such Party has had contact or who became known to such Party in connection with its consideration of the Possible Transaction; provided, however, that the foregoing provision will not prevent a Party from employing any employee of the other Party who contacts the prospective employer Party on his or her own initiative without any direct or indirect solicitation by or encouragement from the prospective employer Party, or prevent a general solicitation conducted in the ordinary course of business and not directed specifically at the employees of the other Party. 9. ACCURACY OF MATERIALS. The Provider does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Materials provided or to be provided by it or any of its Representatives. Neither the Provider nor any of its Representatives will have any liability to the Recipient or any person resul<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ntial Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter int<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: Name: Name: Title: Title: Date: Date:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>its agreed brokerage commission (albeit due and payable by the Seller/s, the Business/es, the Buyer or any of them), should the Buyer (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly) or anyone else the Buyer may have introduced to the Business/es and/or Seller/s, conclude any agreements and/or transactions contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Business/es and/or Seller/s. 7. GENERAL 7.1 No alteration or variation to or of this Agreement shall be of any force or effect unless it is recorded in writing and signed by the Buyer and Aldes. 7.2 Any indulgence, latitude or extension of time which may be allowed by either of Aldes, the Seller/s and/or the Business/es shall not under any circumstances be taken as preventing any of them from exercising their rights contained in this Agreement. 8. BUYER’S INFORMATION 8.1 The Buyer notes that Aldes’ decision to introduce any Business/es for sale to the Buyer (and the Seller/s and/or Business/es decision to enter into discussions with the Buyer) is, in part, based on the information presented by the Buyer under and in terms of the Buyer’s Profile on the face of this Agreement. As such, the Buyer warrants and guarantees that all information presented and provided via and in terms of the Buyer’s Profile was, is and will remain true, complete and accurate and that it will immediately inform Aldes should there be any change in the information provided/presented. 9. FURTHER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS 9.1 Aldes may from time to time, dependant on the nature, scope and extent of information to be provided to the Buyer, require that the Buye<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r enter into and conclude further and/or additional confidentiality and non-disclosure agreements. Should the Buyer fail and/or refuse to enter into and conclude such further agreements, Aldes may, in its sole and absolute discretion, refuse to disclose further information to the Buyer regarding any and/or all Seller/s and/or Business/es. 9.2 It is noted and agreed that the Buyer and certain of the Seller/s and/or Business/es may from time to time enter into and conclude one or more confidentiality and/or non-disclosure agreements amongst, by and between themselves. It is noted and agreed that those agreements will be in addition to, and not in substitution of/for, this Agreement. Those Agreements will in no way, manner or form detract from, limit, terminate and/or negate any of the terms, conditions and provisions of this Agreement, unless Aldes has given its specific prior written consent to the contrary. Dated and signed this day of Signature: Name and Surname: Identity Number: He/She being duly authorised thereto for and on behalf of the Buyer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT It is understood and agreed that the following shall govern the oral and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY, INC. ("VASCO") to HUCOM, INC. ("HUCOM") concerning the VASCO SmartCard Reader, AccessKey, Digipass and software products. The CONFIDENTIAL INFORMATION is disclose<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d in confidence so that HUCOM may evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in the commercial exploitation thereof. In consideration of the disclosure, HUCOM agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly available through no act or failure to act on the part of HUCOM as evidenced by written documentation. HUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION other than for the above-mentioned purpose<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>me known to EnCana specifically in connection with its consideration of the Transaction, except that this provision shall not prohibit the hiring of any such employee (i) who responds to any public advertising for employment without any other direct or indirect solicitation or (ii) whose employment by TBI or its subsidiary has been terminated prior to the commencement of discussions with such employee. 8. Securities Law. EnCana hereby acknowledges that it is aware, and that it has advised or will advise its Representatives who are informed as to the matters that arc the subject of this agreement, that the United States securities laws may prohibit any person who has material, nonpublic information concerning the matters that are the subject of this agreement from purchasing or selling securities of a company that may be a party to a transaction of the type contemplated by this agreement 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. 9. Miscellaneous. (a) Unless and until a definitive agreement between the parties with respect to any Transaction has been executed and delivered, neither TBI nor EnCana will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this letter or any written or oral expression with respect to such a Transaction by any of its Representatives except for the matters specifically agreed to in this letter agreement. Each party further agrees that neither party shall have any obligation to authorize or pursue with the other party any Transaction. Each party acknowledges and agrees that each reserves the right, in its sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with the other at any time. (b) It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 agreements set forth in this letter agreement may be modified or waived only by a separate writing between the parties hereto. (c) Notwithstanding anything herein to the contrary other than paragraph 7 above, all of the obligations of the parties hereunder shall (if not sooner terminated) terminate on the second anniversary of the date hereof; provided, however, that no such termination shall relieve a party from liability for any breach by such party of the terms hereof that exists on the date of such termination. (d) EnCana understands and agrees that neither TBI nor any of its Representatives has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or shall have any liability to EnCana or any of its Representatives resulting from the use of the Evaluation Material or any errors in or omissions therefrom, except in each case to the extent expressly provided in any definitive agreement. (e) Each party hereby represents that it has the power and authority to execute and deliver this letter agreement, and that it has been duly authorized and constitutes a valid and binding agreement of such party, enforceable in accordance with its terms. This letter agreement shall be binding upon the respective successors in interest of the parties hereto and shall inure to the benefit of, and be enforceable by, the respective successors in interest of the parties hereto. (f) This agreement contains the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any prior agreements, commitments, representations, writings and discussions, whether oral or written, relating to that subject matter. If any provision of this letter agreement is held by a court of competent jurisdiction in a final, non-appealable judgment to be invalid, illegal or unenforceable, the remainder of the provisions of this letter shall remain in full force and effect and any invalid, illegal or unenforceable provision shall be replaced with a valid, legal or enforceable provision, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision. (g) The validity and interpretation of this letter agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado without regard to conflicts-of-law rules or principles. (h) This letter agreement may be executed in one or more counterparts. Each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute one and the same agreement. (i) EnCana agrees that money damages would not be a sufficient remedy for any breach of this letter agreement by EnCana or any of its Representatives and that TBI shall be entitled to seek equitable relief, including injunction and specific performance, as well as reimbursement for legal and other expenses as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement, but shall be in addition to all other remedies available at law or equity. In the event of litigation concerning this letter agreement, if a court of competent jurisdiction determines in a final nonappealabl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r any purpose other than the Permitted Purpose and, subject to section 3.3, shall limit the disclosure of the Confidential Information of the Disclosing Party to Permitted Recipients. 3.3 The Receiving Party shall not make any copies, reproductions or abstracts of the Confidential Information of the Disclosing Party except as specifically may be required for the Permitted Purpose. All copies, reproductions and abstracts of the Confidential Information shall also be deemed to be Confidential Information of the Disclosing Party to the same extent as any originals. 3.4 Before disclosing any Confidential Information of the Disclosing Party to the Permitted Recipients, the Receiving Party shall identify to the Permitted Recipients that it is the Disclosing Party’s Confidential Information and is subject to disclosure and usage restrictions, and shall ensure that the Permitted Recipients have: (a) executed Appendix A – Permitted Recipient’s Acknowledgement; or (b) are bound in writing by confidentiality terms, policies or procedures no less restrictive than those in this Agreement. 3.5 The Receiving Party will be responsible for any breach of this Agreement by the Permitted Recipients. 3.6 Confidential Information shall be used and stored in secure locations that are not accessible to the personnel who are not Permitted Recipients. 3.7 The Receiving Party shall immediately notify the Disclosing Party, in writing, upon the earlier of knowing of any application to obtain any disclosure order or of any disclosure order being granted which would require disclosure of any part or all of the Confidential Information. The Receiving Party shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in challenging the disclosure order or obtaining a protective order. The Receiving Party will disclose only that portion of the Confidential Information which is required by such disclosure order. 4. RELATIONSHIP OF THE PARTIES 4.1 This Agreement is not intended to and does not obligate either Party: (a) to disclose any specific Confidential Information; or (b) to enter into any subsequent business arrangements regarding the Permitted Purpose or any other matter. 4.2 This Agreement does not create any exclusivity between the Parties; each Party remains free to negotiate and enter into any agreement with any third party covering all or any part of the Permitted Purpose without any liability to the other Party under this Agreement. 4.3 No joint venture, partnership or other fiduciary relationship shall be deemed to exist or arise between the Parties as a result of this Agreement or exchanging Confidential Information. 5. TERM AND RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION 5.1 This Agreement shall govern all disclosures of Confidential Information made during the Initial Term. 5.2 Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the per<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>iod it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. 5.5 Upon request of the Disclosing Party, the Receiving Party shall certify in writing to the Disclosing Party that it has complied with section 5.3. 6. REMEDIES 6.1 Each Party acknowledges that monetary damages would be inadequate to protect the other Party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the other Party, agrees to the granting of injunctive relief in favour of the other Party without proof of actual damages. 6.2 The Receiving Party shall indemnify the Disclosing Party against any loss or damage suffered by the Disclosing Party as a result of the failure of the Receiving Party or such other persons who are disclosed Confidential Information under this Agreement to comply with the terms of this Agreement. 7. COSTS AND EXPENSES 7.1 Each Party shall pay its own costs and expenses incurred in connection with this Agreement. 8. NOTICES 8.1 All notices required pursuant to this Agreement shall be in writing delivered by personal service or commercial carrier to: If to Company: If to Contractor: 8.2 Should either Party change its address while the Agreement is in effect, it is the obligation of that Party to provide notice to the other Party, in writing, of its new address and the date the new address is effective prior to changing its address. 9. GENERAL PROVISIONS 9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. 9.2 This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any ki<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> ensure compliance with this Agreement, including, but not limited to, application for a court order prohibiting the disclosure of Confidential Information and/or disqualification from the solicitation and con<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tracting process. The Contractor agrees that if the terms and conditions of this Agreement are violated, the Contractor and its employees and agents may be subject to administrative, civil or criminal action. THE OFFICE OF THE CHIEF ADMINISTRATIVE OFFICER OF THE U.S. HOUSE OF REPRESENTATIVES CONTRACTOR By: Name: Title:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>and as the original NDA All signatories hereto acknowledge that they have read and each party fully understands the terms and conditions contained in this agreement and by their initials and signature hereby unconditionally agree to its terms as of the date noted herein. WE THE UNDERSIGNED, FULLY AND IRREVOCABLY AGREE TO THE TERMS AND CONDITIONS OF THIS NON-DISCLOSURE AGREEMENT. Accepted and Agreed: VLADI PRIVATE ISLAND CLIENT First Name………………<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>……………………………………… First Name…………………………………………………… Last Name……………………………………………………… Last Name…………………………………………………….. Position………………………………………………………….. Company………………………………………………………. Signature………………………………………………………… Position………………………………………………………….. Date……………………………………………………………….. Your Email…………………………………………………….. Phone…………………………………………………………… Street……………………………………………………………. Zip………………………………………………………………… City………………………………………………………………. Country………………………………………………………. Signature……………………………………………………… Date………………………………………………………………<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> New Mountain Capital LLC (212-220-5040; [email protected]), or Paul Ilse at RHI (678-639-5398; [email protected]), and (b) in the case of JDA, to David Lubeck (415- 315-8612; [email protected]) or Drago Rajkovic (415-315-8100; [email protected]) of J.P. Morgan Securities LLC or their designees. 7. “Click Through” Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which the Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the Recipient’s and its Representatives’ confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format. 8. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the written request of the Provider for any reason, the Recipient will, and will direct its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained (except that one copy may be maintained by outside legal counsel to the Recipient for archival purposes), and the term of this Agreement shall be extende<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d by a like number of days for each day that the Recipient or any of its Representatives is in non-compliance of this Section 8. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by the Recipient’s obligations hereunder with respect to such Evaluation Material. 9. No Solicitation. The Recipient will not, within one year from the date of this Agreement, solicit the employment or consulting services of any of the officers of the Provider with whom it has had contact in connection with its evaluation of a Possible Transaction, so long as they are employed by the Provider. The Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of the Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as the Recipient does not identify the individuals to be solicited by such recruiting firm or organization. 10. Standstill. RHI agrees that, for a period ending on the earlier of (x) one year after the date of this Agreement, (y) the date a public announcement is made of the entry by JDA into a binding definitive agreement with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of JDA or all or substantially all of the assets of JDA and its subsidiaries (taken as a whole) or (z) the date of commencement by a third party of a tender or exchange offer for at least a majority of the outstanding voting securities of JDA (the “Standstill Period”), unless specifically invited in writing by JDA or its Representatives, neither RHI nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) which has been furnished with Evaluation Material pursuant hereto (including New Mountain Capital LLC) or Representatives (acting on its behalf) will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of the equity securities (or beneficial ownership thereof) or any material assets of JDA or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving JDA or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to JDA or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of JDA; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act with respect to the voting securities of JDA; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving JDA or its voting securities or assets; (d) otherwise act, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>itory and, except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth above in this Section 2. To the extent that any such covenant shall be judicially unenforceable in any one or more of such states, such covenant shall not be affected with respect to each of the other states in the Territory. Each covenant with respect to each such state in the Territory shall be construed as severable and independent. (e) Phoenix Footwear, PGG Acquisition and Principal acknowledge and recognize that these covenants not to compete are integral to the Merger Agreement, that without the protection of such covenants, Phoenix Footwear and PFG Acquisition would not have entered into the Merger Agreement, that the consideration paid by Phoenix Footwear and PFG Acquisition under the Merger Agreement bears no relationship to the damages Phoenix Footwear and PFG Acquisition may suffer in the event of any breach of the covenants, and that such covenants contain reasonable limitati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ons as to time, geographical area and scope of activity to be restrained necessary to protect Phoenix Footwear's and PFG Acquisition's business interests. If this Section 2 shall for any reason be held excessively broad as to time, duration, geographical scope, activity or subject, it shall be enforceable to the extent compatible with then-applicable laws. 3. CONFIDENTIAL INFORMATION. (a) The parties acknowledge and agree that: (i) The Company assets being merged into PFG Acquisition pursuant to the Merger Agreement include confidential and proprietary information of Company and, in the course of his employment for PFT Acquisition, Principal may develop and obtain access to confidential and proprietary information of Phoenix Footwear and PFG Acquisition (collectively, the "CONFIDENTIAL INFORMATION"), which Confidential Information shall include, without limitation, all of the following materials and information of Company, Phoenix Footwear or PFG Acquisition (whether or not reduced to writing and whether or not patentable or protected by copyright): trade secrets, product specifications, proprietary software systems, sources of data, databases, know-how, formulae, inventions and ideas, designs, sketches, photographs, graphs, drawings, samples, selling and pricing information, procedures, research methodologies, customer lists, business and marketing plans, current and anticipated customer requirements, market studies, supplier lists, operational methods, product development plans and personnel plans. The parties hereto agree that the failure of any Confidential Information to be marked or otherwise labeled as confidential or proprietary information shall not affect its status as Confidential Information. (ii) The Confidential Information is confidential and proprietary, and the development and protection of the Confidential Information represents a substantial investment having a great economic and commercial value to Phoenix Footwear and PFG Acquisition. (iii) Phoenix Footwear and PFG Acquisition would be irreparably damaged if any of the Confidential Information was disclosed to, or used or exploited on behalf of, any person other than Phoenix Footwear or PFG Acquisition. (b) Principal covenants and agrees that he shall not, at any time, during the Restrictions Period, directly or indirectly, use, exploit, or disclose to any person or entity, without the prior written consent of Phoenix Footwear or <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>use of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. 17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. 18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement. 19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ovenants, restrictions and obligations will not affect Employee’s ability to make a living. 20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. 21. Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. 22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial Institution. 23. Return of Property. Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memorand<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement withou<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. 7. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory. [Receiving Party] Signature Name and Tile: Address: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>of Conduct for Private Security Service Providers’ Association (the “ICoCA” or the “Association”)(together the Parties). Primary Purpose The Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately. The Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances: (a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or (b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information. The Recipient hereby agrees and affirms his/her understanding of the following: (1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as “Confidential Information”); (2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association’s ability to function effectively and subject it to potential legal liability and other consequences; (3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Officer, or Staff Member of the Association; (4) that the Recipient shall not disclose Confidential Information to any person other than the Directors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose; (5) that the Recipient is aware of and has reviewed the ICoCA’s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association’s Conflict of Interest or Information Security policies; (6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient; (7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and (8) that continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff Member of the Association and/or an essential part of the Recipient’s roles and responsibilities as a Director or Officer, the violation of which will permit the Association to terminate such employment or terminate such person from his7her position in addition to seeking any other legal or equitable remedies. Definition of Confidential Information For the purposes of this Agreement, Confidential Information includes, but is not limited to, financial or other competitive business information that may be collected by the Association regarding industry members (and non-members) of the Association, information of a personal nature regarding any of the officers, staff, or employees of the Association or its members, information shared in the course of Board or other Association meetings or discussions (unless such information has been specifically cleared for public release), and any other information which might be reasonably foreseen to be harmful if disclosed outside of the Association and/or for reasons other than in accordance with a Director’s, Officer’s, or Staff Member’s duties to the Association. In the case that the Recipient is unclear or has any question regarding whether or not a particular piece of information falls within Confidential Information, the Recipient will consult with the Executive Director or Office Manager prior to disclosing such information. Signed and agreed to this day of , 2015 [typed name:] [type named and position: ] Recipient for the Association<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>www.kissthismakeup.com – [email protected] NON DISCLOSURE AGREEMENT This Non Disclosure Agreement (this "Agreement") is made effective as of , (the "Effective Date"), by and between Jenna Marie Streitenfeld (the "Owner"), of Kiss This Makeup, LLC located at 2342 Vintage DR, Lighthouse Point, FL 33064, (the "Recipient"), of , , , (address of "Recipient"). The Owner is the President/CEO engaged in building professional relationships, maintaining a clientele, and providing beauty services in all multi media. The Recipient is a freelancer makeup artist or hair stylist providing their services for Kiss This Makeup, LLC. Information will be disclosed to the recipient in order to provide the best quality of service. The Owner has requested that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows. I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. A. "Confidential Information" includes without limitation: - business records and plans - financial statements - customer lists and records - trade secrets - products - inventions - product design information - pricing structure - discounts - costs - computer programs and listings - copyrights and other intellectual property and other proprietary information. B. "Confidential Information" does not include: - matters of public knowledge that result from disclosure by the Owner; - information rightfully received by the Recipient from a third party without a duty of confidentiality; - information independently developed by the Recipient; - information disclosed by operation of law; - information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential. II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows: A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner. B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner. C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes awar<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e of any possible unauthorized disclosure or use of the Confidential Information. D. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non disclosure agreement substantially the same as this Agreement at the request of the Owner. III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. IV. NON-CIRCUMVENTION. During the term of this Agreement and for 3 Years thereafter, Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction. V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient cert<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEEMENT between TRANSNET LIMITED and (“insert name”) CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This agreement (“Agreement”) is entered into as of the date first written below (the “Effective Date”) by and between TRANSNET LIMITED (hereinafter referred to as “Transnet” or “the Disclosing Party”) having as its principal place of business at 38th Floor, Carlton Centre, Johannesburg, 2001, and (Registration number) (hereinafter referred to as “the Bidder” or the “Receiving Party”) with its principal place of business at (Transnet and the Bidder shall hereinafter referred to as the “Parties”). WHEREAS, the Bidder is interested in participating in the disposal process being undertaken by Transnet in relation to the business of Luxrail (hereinafter referred to as “the Blue Train” or “the Target”) (such disposal hereinafter referred to as the “Proposed Transaction”); AND WHEREAS, it is agreed that in order to enable the Bidder to assess the Target, Transnet will disclose Confidential Information relevant to the Proposed Transaction to the Bidder; AND WHEREAS, the Bidder recognises that careful protection and non-disclosure by the Bidder of Confidential Information disclosed by Transnet is of vital importance to the prosperity of the Target, Transnet and clientele of Transnet; NOW THEREFORE, Transnet agrees to disclose the Confidential Information and the Bidder agrees to receive the Confidential Information under the following terms and conditions. 1. CONFIDENTIAL INFORMATION 1.1 Definition. When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. Confidential information specifically excludes the following: 1.1.1 information which is in the public domain or enters the public domain other than by reason of a breach of the terms of this Agreement; 1.1.2 where it becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or the individ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ual members of the Disclosing Party, as the case may be; 1.1.3 where it was known to the Receiving Party prior to having access to the Confidential information; and 1.1.4 where the Receiving Party is obliged to disclose by law, or by order or under the rules of any competent regulatory authority or court. 1.2 Purpose. The purpose of the disclosure of Confidential Information is to enable the Target’s assets and liabilities relevant to the Proposed Transaction to be assessed. 1.3 Ownership. The Confidential Information is and shall be considered valuable trade secrets owned exclusively by the Disclosing Party. The Disclosing Party retains all right, title and interest in the Confidential Information and any reasonably related information which may be subsequently developed, and the Receiving Party waives all rights to the intellectual property and copyright therein in favour of the Disclosing Party. 1.4 No License. No license is granted to the Receiving Party in relation to any intellectual property rights that attach to or may be embodied in any Confidential Information, or is implied by the conveying of such Confidential Information to the Receiving Party. 1.5 No Warranties. The Disclosing Party assumes no responsibility for any loss or damages suffered by the Receiving Party or any third party caused by or arising from the Confidential Information, and the Disclosing Party makes no warranties of any kind, whether express or implied, as to the accuracy or completeness of the Confidential Information. 1.6 Authorised. The Disclosing Party is authorised to provide Confidential Information to the Receiving Party. 2. NON-DISCLOSURE 2.1 Use of Confidential Information. The Receiving Party may use the Confidential Information solely for the purposes of assessing the Target for purposes of the Proposed Transaction. The Receiving Party recognises that this Agreement imposes an affirmative duty to hold such information in confidence and protect it from dissemination to and use by any unauthorised persons. In the absence of the Disclosing Party’s prior written consent, the Receiving Party shall not produce nor disclose the Confidential Information, or any part thereof, to any third party. 2.2 Disclosure of Confidential Information. The Confidential Information is proprietary information and for the exclusive and non-transferable use of the persons to whom it is addressed and the recipients of the Confidential Information agree that all of the information contained herein is of a confidential nature and is subject to this Confidentiality Agreement, and that they will not, directly, or indirectly, disclose or permit their agents or affiliates to disclose any such information without the prior written consent of Transnet except as expressly permitted by the terms of this Agreement. 2.3 Return of Confidential Information. Promptly following the request of the Disclosing Party, the Receiving Party will deliver to the Disclosing Party all confidential information (and copies and extracts thereof) furnished to, or created by or on beh<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ipient or Disclosing Party respectively. “Purpose”: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to CP’s potential supply the Company of pultruded materials of designs that are proprietary to the Company . “Recipient”: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information. “Representative”: means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 In this Agreement, the following rules of interpretation apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a references to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (e) a reference to writing or written includes faxes; and (f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders 2. Obligations of Confidentiality 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the Recipient; (e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and (f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information. 2.2 The Recipient may disclose the Di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>it access to Classified Information to other Recipients who also have the right pursuant to an agreement with VELCO to access the identical material. Any notes made by Recipient containing Classified Information shall be marked and designated in accordance with Sections I, II, and/or III above, and Recipient shall protect the Classified<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Information in accordance with that designation. 3. The Recipient shall exercise reasonable care to maintain the confidentiality and secrecy of the Classified Information, and shall not divulge Classified Information to any third party without the prior written cons<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON – DISCLOSURE AGREEMENT This agreement made this day of , 20, by and between:, (“Writer”), and (“Producer’), . Whereas, Writer has written a script (“Submission”) for a possible future theatrical or motion picture production. Whereas, Writer wishes Producer to evaluate said “Submission” for the sole purpose of determining whether said Submission may be further developed into a motion picture (“Project”). NOW, THEREAFTER, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. 1. All information disclosed by Writer to Producer, in writing, whether or not such information is also disclosed orally, that relates or refers, directly or indirectly, to the Submission, including the Submission itself, shall be deemed confidential and shall constitute Confidential Information, and shall include (i) all documents generated by Producer which contain, comment upon, or relate in any way to any Confidential Information received form Writer, and (ii) any written samples of the Submission received from Writer together with any information derived by Producer there from. .2. Confidential Information shall not include any information: .(i) That Producer can show by documentary evidence was known to Producer or prior to the date of its disclosure to Producer by Writer or .(ii) That becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of Producer or any other party having an obligation of confidentiality to Writer; or, .(iii) That is subsequently disclos3ed by Writer to any person, firm or corporation on a on-confidential basis; or .(iv) That producer can conclusively show by documentary evidence that such information was developed independent of any access to the Confidential Information. 2. 3. Writer will disclose the Confidential Information to Producer solely for the purpose of allowing Producer to evaluate the Submission to determine, in its sole discretion, whether the Submission may be further developed into a Project. 3. 4. Producer agrees to accept disclosure of the Confidential Information and to exercise the same degree of care to maintain the Confidential Information secret and confidential as is employed by Producer to preserve and safeguard its own materials<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and confidential information. 4. 5. The Confidential Information shall remain the property of Writer and shall not be disclosed or revealed by Producer or anyone else except employees of Producer who have a need to know the information in connection with Producer’s evaluation of the Submission, and who have entered into a secrecy agreement with Producer under which such employees are required to keep confidential the Confidential Information of Writer, and such employees shall be advised by Producer of the confidential nature of the information and that the information shall be treated accordingly. Producer shall be liable for any improper disclosure of the Confidential Information by its employees. .6. (i) Producer shall notify Writer of any determination it may arrive at with respect to the further development of the submission, provided, however, that, in doing so, Producer shall not directly or indirectly disclose any Confidential Information to any third party, without the consent of Writer. .(ii) If Producer determines that the Submission cannot be further developed into a Project, within <….> months of the receipt of the Submission, Producer shall within five (5) business days after such determination return any and all Confidential Information to Writer, along with all copies or derivatives thereof and all writings generated by Producer in connection with Producer’s evaluation of the Submission or the Confidential Information. 5. 7. If Producer determines that the Submission is suitable for further development into a Project, Producer and Writer will attempt to agree on a schedule for development, and compensation to Writer for the submission. 6. 8. Other than as specifically provided herein, Producer will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3 hereof, unless and until a further executed agreement is first made between the parties setting forth the terms and conditions under which rights to the Submission and the Confidential Information are to be licensed to, or acquired by, Producer. 7. 9. Writer agrees that it will not contact any party or parties other than Producer concerning the Confidential Information without prior written authorization from Producer during the term of this agreement. .10. Producer’s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expiration or termination of this agreement, provided, however, that Producer’s obligations under paragraphs 3 and 4 of this agreement shall terminate immediately in the event that Writer .shall purposefully disclose the Confidential Information to any other person, firm, or corporation on a non-confidential basis, during the term of this Agreement. 8. 11. Writer hereby expressly warrants that it has the full right and authority to disclose the Confidential Information to Producer, and that no prior public non-confidential disclosure of the Confidential Information ahs been made by<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lding, voting or disposing of such Voting Securities which would required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding. For a period of two (2) years subsequent to the termination of discussions between the parties with respect to the Proposed Transaction, neither party shall, without prior written consent of the other party, directly or indirectly solicit for hire, any person currently employed by the other party (or any of its subsidiaries); provided, however, that the foregoing provision shall not prevent either party, without such consent, from employing any employee who (i) contacts the hiring party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring party or (ii) responds to a mass media solicitation or advertisement consistent with the hiring party's past practices that is not directed at employees of the other party. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges to the fullest extent available under applicable law. Nothing in this letter agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. If either party hereto shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or in the event that the Disclosing Party, in its sole discretion, so requests or the Proposed Transaction is not consummated by the Receiving Party, the Receiving party shall, upon the Disclosing Party's written request, promptly deliver to the Disclosing Party all Evaluation Material, and, at the Receiving Party's election, return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof, including a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny electronic or computer file copies, or based thereon in the Receiving Party's possession or in the possession of any Representative of the Receiving Party. Subject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto, each party hereto acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Evaluation Material. The Receiving Party shall not be entitled to rely on the completeness of any Evaluation Material, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Evaluation Material as may be made to it in any definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of such agreement. Until a definitive agreement regarding the Proposed Transaction has been executed by the parties hereto and subject to the terms and conditions of that certain letter agreement dated as of March 17, 2001 between the company and the Interested Party (the "Exclusivity Agreement"), neither party hereto shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this letter agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Subject to the terms and conditions of the Exclusivity Agreement, each party hereto and its Representatives (i) may conduct the process that may or may not result in the Proposed Transaction in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party) and (ii) reserves the right to change (in its sole discretion, at any time and without notice to such other party) the procedures relating to the consideration of the Proposed Transaction (including, without limitation, terminating all further discussions with the other party and requesting that such other party return or destroy the Evaluation Material as described above). Without prejudice to the rights and remedies otherwise available to either party hereto, each party shall be entitled to equitable relief by way of injunction or othe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>gotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the “Discussion Information”). 5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the “Company Representatives”) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party’s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party’s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect. 6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, benefici<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>al ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorg<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Definitions. As used in this Agreement: (a) “Affiliate” means, with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided that a Person will not be deemed to Control another Person if the only indicia of such Control is voting control of more than 10% but less than 20% of outstanding, publicly traded equity securities of such other Person. (b) “Control” (including the terms “Controlled by” and “under common Control with”) means, as used with respect to any Person, possession, directly or indirectly or as a trustee or executor, of power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities, as trustee or executor, by agreement or otherwise). (c) “Person” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity. (d) Other terms used but not defined herein have the respective meanings given to such terms in the Purchase Agreement. ARTICLE 2 MISCELLANEOUS 2.1 Validity. Sellers acknowledge that the Non-Disclosure, Non-Competition and Non-Solicitation covenants set forth in Article 1 are necessary to protect the Buyer from competing efforts and to insure that the Buyer receives the benefits for which it has paid by closing under the Purchase Agreement. If either the Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in this Agreement are held by a court of competent jurisdiction to be unenforceable under applicable law with respect to duration or scope of the agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such part or parts of the Territory for such lesser period of time and for such limited scope as is permissible under applicable law. 2.2 Waiver. The Buyer’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent the Buyer thereafter from enforcing each and every provision of this Agreement. 2.3 Applicable Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Colorado applicable to agreements made and to be performed wholly within such jurisdiction. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Colorado and of the United States of America, in each case located in the County of Denver, for any litigation arising out of or relating to this Agreement, and further agree that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any litigation brought against it in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any litigation arising out of this Agreement in the courts of the State of Colorado or the United States of America, in each case, located in the County of Denver, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. 2.4 Attorney Fees. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, expert witness fees and all other disbursements in addition to any other relief to which it or he may be entitled. 2.5 Modification. This Agreement may not be amended or modified by the parties except by a written agreement executed by both parties. 2.6 Headings or Captions. Headings or captions contained in this Agreement have been in<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>serted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. 2.7 Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) “including” is not limiting; (iv) “or” has the inclusive meaning represented by the phrase “and/or”; (v) the words “hereof”, “herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) section and clause references are to this Agreement unless otherwise specified; (vii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (vii) general or specific references to any Law mean such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise prejudicially affect any obligation or any right, power or remedy hereunder, in which case such amendment, modification, codification or reenactment will not, to the maximum extent permitted by Law, form part of this Agreement and is to be disrega<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ts Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body. 10 General 10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties. 10.2 Any failure or delay<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy. 10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law. 10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss. 10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions. 10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity. 10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter. 11 Notices 11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other. 11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission. 12 Governing law and jurisdiction The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales. 13 Third Party Rights A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. 14 Counterparts This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Agreement No. Non-Disclosure Agreement This Agreement is made between CELERITY SYSTEMS, INC., ("CELERITY") and UNISYS Corporation - Federal Systems Division. ("UNISYS") and concerns the handling, safeguarding and exchange of sensitive, proprietary or confidential information (collectively "Proprietary Information"). It is agreed and understood that any exchange of such Proprietary Information is expressly for the sole purpose of CELERITY and UNISYS evaluating a possible business arrangement involving an existing UNISYS contract with a federal government agency. 1. For the purposes hereof, Proprietary Information shall be any documents, materials or information that (i) is in tangible form and clearly marked as being proprietary, confidential or sensitive and (ii) is received by one party to this Agreement ("Recipient") from the other party to this Agreement ("Transmitter"). 2. The Recipient agrees to safeguard, protect and handle all Proprietary Information made available under this Agreement with the same degree of care and procedures as Recipient applies to its own confidential or proprietary information. Without the written consent of the Transmitter, the Recipient of Proprietary Information agrees (i) not to disclose, disseminate, reproduce or otherwise distribute such information and materials to any third party, except a governmental judicial authority's issued order and (ii) not to use such information for any other purposes beyond that expressly set forth in this Agreement. 3. All Proprietary Information disclosed under this Agreement shall remain the property of the Transmitter. It is agreed that the Recipient does not obtain any title or license rights to the Proprietary Information furnished under this Agreement. 4. All Proprietary Information exchanged under this Agreement shall be returned or destroyed in accordance with written instructions upon the earlier of a written request from the Transmitter or termination of this Agreement. Either party may terminate this Agreement, at any time, by providing written notice to the receiving party. Termination of this Agreement shall not be construed as relieving the Recipient of its obligations to safeguard, protect and dispose of the Proprietary Information as set forth in this Agreement. 5. The Recipient's obligations to protect, safeguard and handle Proprietary Information received hereunder shall not be binding if such Proprietary Information (i) is in the public domain through no fault of the Recipient, (ii) is known to the Recipient prior to disclosure hereunder, (iii) is lawfully disclosed to Recipient by a third party. Th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e Recipient's obligations shall survive until the Proprietary Information has been returned, destroyed in accordance with written instructions or covered by a subsequent agreement between CELERITY and UNISYS for the contemplated services. This represents the entire agreement of the parties relative to the subject matter and shall be governed and construed under the laws of the Commonwealth of Virginia. Accepted by: UNISYS Corporation CELERITY SYSTEMS, INC. By: /s/ Dennis A. Chaloux By: /s/ William R. Chambers Name: Dennis A. Chaloux Name: William R. Chambers Title: Sr. Subcontract Administrator Title: Vice President Date: 6/30/97 Date: 6/26/97<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he Disclosing Party and without breach of this Agreement. 2. The Receiving Party agrees that; (a) it will use Information disclosed by the Disclosing Party solely for the purpose of discussing and evaluating the Transaction, and for no other purpose; (b) it will not distribute, disclose or disseminate Information to any third Party without the prior consent of the Disclosing Party, and will only distribute, disclose or disseminate Information to its directors, officers, employees consultants, advisors, potential sources of financing or other representatives with a need to know such information for purposes of discussing and evaluating the Transaction and who are informed by such Receiving Party of the confidential nature of the Information; (c) it will protect the Information of the Disclosing Part), against unauthorized disclosure and warrants that will use the same means to protect Information that it uses to protect its own confidential information, in any event no less than reasonable means. 3. Information of the Disclosing Party shall remain the property of the Disclosing Party. No license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret. 4. Vector agrees that, for a period of three (3) months from the termination or expiration of this Agreement, unless such shall have been specifically invited in writing by SafeNet, neither Vector nor any of the investment funds it manages will in any manner, directly or indirectly: (a) effect to seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of SafeNet; (ii) any tender or exchange offer, merger or other business combination involving SafeNet; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to SafeNet; or (iv) any “solicitation” or “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of SafeNet; (b) form, join or in any way participate in a “group” (as defined under the Securities Exchange Act) relating to SafeNet or its securities; (c) otherwise act, alone or in concert. with others, to seek to control or influence the management, Board of Directors or policies of SafeNet; (d) take any action which might force SafeNet to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. You also agree during such period not to request SafeNet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section (including this sentence). Notwithstanding the foregoing, nothing herein shall limit Vector’s ability to acquire up to l% of the SafeNet’s equity securities, subject only to full compliance with all applicable securities laws and regulations. 5. The Disclosing Party warrants that it has the right to possession and disclosure of the Information according to the terms of this Agreement. Each Party understands and acknowledges that neither Party has made any representation or warranty, express or implied, as to the accuracy or completeness of the Information and that neither Party shall have any liability to the other or any other person resulting from reliance on the Information. Only those represent<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ations or warranties that are made in a definitive agreement, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 6. Vector understands that SafeNet is a publicly-held company and that all or part of SafeNet’s information may constitute material non-public information under the United States securities laws, and each Party acknowledges that it is aware that the United States securities laws prohibit any person who is in the possession of material non-public information about a company from purchasing or selling that company’s securities in reliance upon such information or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information. Each Party represents that, as of the date of this agreement, neither Party nor its controlled affi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>aining to the Company or any of the Company's Affiliates. b) EXCEPTIONS. Notwithstanding the foregoing, this provision does not apply to the extent, and only to the extent, that such information is clearly obtainable in the public domain through no fault of Shareholder or Shareholder's Affiliates. SECTION 3. - NON-WAIVER The failure of either party at any time or from time to time to require performance of any of the other party's obligations under this Agreement will in no matter affect such party's rights to enforce any provision of this Agreement at a subsequent time, and the waiver by either party of any right arising out of any breach will not be construed as a waiver of any right arising out of any subsequent breach. SECTION 4. - NOTICES All notices and other communications hereunder will be in writing and will be either personally delivered or mailed by certified mail, return receipt requested, addressed as follows: To Employee: Jon Satterthwaite 744 N. Arlington Avenue Indianapolis, Indiana 46219 With a copy to: Mr. Robert W. Zentz, Esq. Frank & Kraft 1st Indiana Plaza Indianapolis, Indiana 46204 To the Company: Teleco Acquisition Corp. 9310 Progress Parkway Mentor, Ohio 44060 With a copy to: Melvyn E. Resnick, Esquire Dworken & Bernstein Co., L.P.A. 153 East Erie Street, Suite 304 Painesville, Ohio 44077 Either party may designate a different address pursuant to all written notices to each other party complying as to delivery with the terms of this Section. All such notices and other communications will be effective when deposited in the mail or upon personal delivery, addressed as aforesaid. SECTION 5. - MISCELLANEOUS a) AMENDMENTS. This Agreement may be amended from time to time as the parties desire, so long as such amendments are in writing and executed by the parties hereto. b) ASSIGNMENT. This Agreement is personal services to Shareholder and may not be assigned or transferred by Shareholder to, or the obligations of Shareholder fulfilled by, any other person or entity. Similarly, this Agreement and the rights and obligations thereunder may not be assigned by the Company to any other person or entity, except to any and all successors in interest to the Company or the Company's Affiliates (whether by way of sale, exchange, disposition, merger, consolidation, reorganization or otherwise). c) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, respecting the within subject matter. d) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio. Non-exclusive venue and jurisdiction for any action arising hereunder will be in the Courts of Common Pleas of Cuyahoga County, Ohio or in federal courts situated in the Northern District of Ohio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (Eastern Division), in addition to any other courts having venue and jurisdiction. Each party irrevocably consents to the personal and subject matter jurisdiction of said courts. e) BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns, and Seller, and Seller's heirs, representatives and permitted assigns. The terms of this Agreement, as they relate to the Company's Affiliates, will also inure to the benefit of the Company's Affiliates, their successors and assigns. f) RECITALS. The recitals hereto are an integral part of this Agreement and are incorporated herein by reference. g) COSTS AND EXPENSES. Each party will bear such party's own costs and expenses in connection with the negotiation and preparation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. "SHAREHOLDER" /s/ Jon Satterthwaite ---------------------------------------- Jon Satterthwaite "COMPANY" TELECO ACQUISITION CORP. AN OHIO CORPORATION By: /s/ James Lowrey ------------------------------------- James Lowrey, Chairman "PARENT"/ "TELECOMM" TELECOMM INDUSTRIES CORP. By: /s/ James Lowrey ------------------------------------- James Lowrey, Chairman<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cluding but not limited to business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Oceaneering with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder. 2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and after the date of this Agreement, Recipient shall not: a. use the Confidential Information except for purposes of its business relationship with Oceaneering (the “Authorized Purpose”); or b. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its “Representatives”) who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Oceaneering. 3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of the Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care. 4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Oceaneering. 5. No contract or agreement providing for any transaction or any commitment t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o enter into a transaction shall be deemed to exist by reason of this Agreement. 6. Any provision to the contrary notwithstanding, Recipient’s obligations under this Agreement are subject to any disclosure requirement of law, regulation or legal process, but only to the extent of such requirement. Recipient shall promptly notify Oceaneering of any such requirement, cooperate fully with Oceaneering’s requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information. 7. THE CONFIDENTIAL INFOR<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ormation in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>below); or 1.1.2 operate or promote within the Restricted Area a store using (or at least a 500 square foot area within a store dedicated to) a single price point retail concept selling goods at a single price point at or below $2.00; or 1.1.3 operate any variety, clearance, or close-out retail store in the same shopping center as any retail location of SAI existing as of the Effective Time or, in the case of an existing store of SAI not in a shopping center, within one-quarter mile of such retail location. 1.2 Selling Shareholder agrees that, at no time after the Effective Time for so long as Dollar Tree or its successors carry on the Business, shall Selling Shareholder or Selling Shareholder's Affiliates operate any business (a) under the names or names similar to "98 CENTS Clearance Center," "Clearance 98 CENTS Centers," "Everything 98 CENTS ... or less," or "Step Ahead Investments"; (b) advertise or promote outside or within a store using the terms, or terms similar to "Everything 98 CENTS," 98 CENTS Clearance Centers," and "Clearance 98 CENTS Centers"; or (c) under any name containing the words "98 CENTS," "Tree," or "Super Dollar," including their plurals. 1.3 As used in this Agreement, the following terms have the following meanings: 1.3.1 a. While Selling Shareholder is a resident of California, "Restricted Area" shall mean all counties and cities in the States of California and Nevada in which SAI, as of the Effective Time, carries on the Business. The covenant not to compete in the Restricted Area shall be construed as a series of separate covenants with regard to such city or county in the States of C<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>alifornia and in Nevada. b. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency "Restricted Area" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to compete in the Restricted Area shall be viewed as a series of separate covenants with regard to each state where either Dollar Tree or SAI carries on the Business. 1.3.2 "Restricted Activities" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00. 1.3.3 A "shopping center" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent. 1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood. 2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an "employee" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date. 3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer m<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Therefore, Shareholder hereby agrees not to, at any time, disclose to any unauthorized Persons or use for his or i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ts own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form or is retained in the memory of Shareholder, without Heritage’s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Shareholder’s fault or the fault of any other Person bound by a duty of confidentiality to Heritage, HBC or the Affiliated Companies. The covenants contained in this Section 3 shall survive the termination of this Agreement by either party hereto in accordance with the provisions of this Section 3. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> or businesses or any securities of the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from any third party); (ii) publicly or privately offer to enter into, or publicly or privately propose, any merger, business combination, amalgamation, recapitalization, restructuring or other extraordinary transaction with the other party or any of its subsidiaries; (iii) initiate any stockholder proposal or the convening of a stockholders’ meeting of or involving the other party or any of its subsidiaries; (iv) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange Act) or consents to vote with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the other party or any securities convertible into or exchangeable or exercisable for such capital stock; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the other party or any of its subsidiaries; (vi) make any public disclosure, or take any action that could reasonably be expected to require the other party to make a public disclosure, with respect to any of the matters set forth in this Agreement or (vii) assist, advise, act in concert or participate with or encourage others to, including as part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, any of the foregoing; provided, however, that nothing in this Agreement shall prohibit a party from making a non-public proposal to the other party with respect to any transaction of the type described in clause (ii) of this Paragraph 3, so long as such proposal is not knowingly made by such party in a manner that would require the public disclosure thereof by either party. A “Fundamental Change Event” means a party has after the date of this Agreement entered into a definitive written agreement with a third party providing for (i) any acquisition of a majority of the voting securities of such party by any person or group, (ii) any acquisition of a majority of the consolidated assets of such party and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination, amalgamation or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of such party or the surviving parent entity in such transaction). 4. Non-Solicit. In consideration of being furnished the Proprietary Information by the other party, each party agrees that, for a period of twelve (12) months from the date of this Agreement, such party and its Restricted Affiliates shall not employ or solicit to employ any of the current officers or employees of the other party or its subsidiaries with whom such party or its Representatives has had contact in connection with the evaluation of the Possible Transaction or who were specifically identified to such party during the period of investigation of the other party pursuant to this Agreement, without obtaining the prior written consent of the other party. The use of an independent employment agency or employee search firm (so long as it is not directed by such party to solicit employees of the other party or its subsidiaries) or newspaper, trade publication or online job advertising and the hiring as a result thereof of any employee shall not be construed as a breach of this Agreement. 5. Term. This Agreement shall terminate and be of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> no further force and effect on the earlier of (a) one (1) year from the date hereof and (b) the execution and delivery by Fairfax and Allied World of a definitive agreement to effect the Possible Transaction. 6. Miscellaneous. This Agreement will be governed by the laws of the State of New York and will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may be amended or modified only in a written instrument executed by the parties hereto. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that each party shall be entitled to specific performance as a remedy for any such breach or threatened breach of this Agreement. This remedy shall not be deemed to be the exclusive remedy for any breach or threatened breach of this Agreement but shall be in addition to all other remedies available at law or equity. The parties hereto agree that unless and until a definitive agreement is executed and delivered with respect to the Possible Transaction, neither party intends to be, nor shall either be, under any legal obligation with respect to the Possible Transaction or otherwise, by virtue of any written or oral expressions by themselves or their respective Representatives with respect to the Possible Transaction, including any obligation to commence or continue discussions or negotiations, except for the matters specifically agreed to in this Agreement. Neither party hereto makes any representation or warranty, express or implied, on which the other party may rely as to the accuracy or completeness of the Proprietary Information and only those representations and warranties made in writing in a definitive agreement for a Possible Transaction, if any, shall have any legal effect. The parties hereto also agree that, other than as may be set forth in a definitive agreement for a Possible Transaction, neither party hereto shall have any liability whatsoever to the other party, including in contract, tort or under federal or state securities laws, arising out of, relating to, or resulting from, any errors or omissions in the Proprietary Information. This Agreement may be executed in one or more counterparts which may be delivered by way of PDF or similar electronic facsimile, each of which shall be deemed an original, and all of which shall constitute one and the same Ag<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Inc. 725 Chesterbrook Boulevard Wayne, PA 19087 Attention: Legal Department Fax No.: 484-595-8163 If to L.E.K.: L.E.K. Consulting LLC 28 State Street 16th Floor Boston, MA 02109 Attention: Mike Clabault Fax No.: 617-951-9392 Any party may change its address for notices by giving the other party notice of such change in the manner provided above. 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under Paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and it may not be modified or amended except by a written agreement executed by the parties hereto; provided, however, (a) each existing confidentiality agreement between some or all of the Parties shall survive the execution of this Agreement and continue in full force and effect in accordance with its stated terms and conditions, and (b) the confidentiality obligations arising under the United States Collaboration Agreement, dated March 31, 2005, by and among Shire LLC, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., or under the ROW Territory License Agreement, dated March 31, 2005, by and among Shire Pharmaceuticals Ireland Limited, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., shall survive the execution of this Agreement and continue in full force and effect in accordance with the stated terms and conditions of each. 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by mutual agreement of the Parties in writing by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. 16. Governing Law. The validity and interpretation of this Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof). 17. Waiver. No waiver by either Party of any provision of this Agreement shall constitute a continuing waiver of such <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>provision or a waiver of any other provision of this Agreement. No waiver by either Party of any breach or default by the other Party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. No waiver of any provision, breach or default shall be effective unless made in writing and signed by an authorized representative of the Party against whom waiver is sought. 18. Binding Authority. Each Party represents and warrants that (a) it has the power and authority to enter into this Agreement; (b) it has the right to permit the other Party to evaluate the Confidential Information in accordance herewith; and (c) the terms of this Agreement are not inconsistent with any other contractual or lega<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-disclosure Agreement (hereinafter the “Agreement”) is made on the Insert Date of final Signature Here BETWEEN: (1) Aspiegel Limited, incorporated and registered in Ireland with company number 561134 whose registered address is at Unit 1B/1C Sandyford Business Centre, Burton Hall, Dublin 18 (“Aspiegel”) and (2) Insert the other party’s name or company name, incorporated and registered in insert country of incorporation with company number insert registered number whose registered address is at insert <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>their full address (“Company”) hereinafter known each as a “Party” and together the “Parties”. WHEREAS (A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. (B) In consideration of the benefits to the Parties of the disclosure of the Confidential In<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT THIS MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into as of this day of , 201 (the “Effective Date”), by and between HICO America Sales & Technology, Inc., a Pennsylvania corporation with its principal offices located at Three Penn Center West, Suite 300, Pittsburgh, Pennsylvania 15276 (“HICO”), and , a with its principal offices located at (“”). WHEREAS, HICO and desire to exchange certain Confidential Information (as defined below) for the purpose of internal review in relation to the consideration of a potential business relationship or transaction (the “Purpose”); WHEREAS, to facilitate such discussions, HICO and (each, in such instance, the “Disclosing Party”) may disclose to one another (each, in such instance, the “Receiving Party”) confidential and proprietary information regarding the Disclosing Party’s business; and WHEREAS, HICO and are entering into this Agreement to define their respective rights and obligations with respect to any confidential and proprietary information exchanged between them. NOW THEREFORE, in consideration of the premises hereof and following covenants and agreements, and intending to be legally bound hereby, HICO and hereby agree as follows: 1. Confidential Information. “Confidential Information” as used in this Agreement means all information regarding a Disclosing Party’s business disclosed or made available to a Receiving Party by a Disclosing Party, or otherwise acquired by Receiving Party, in connection with the Purpose of this Agreement, including, without limitation, any information relating to a Disclosing Party’s business, products, technology, data, engineering data or drawings, software (including all algorithms, methods, techniques and processes revealed by such software), customers, customer lists, customer needs and requirements, documentation, training materials, vendors, intellectual property, marketing, financial, projections, trade secrets, proprietary information or other information, whether in electronic, oral or written form, and a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ll notes, analyses, compilations, studies or other documents prepared by the Receiving Party which contain or reflect such information. The existence of the Purpose of this Agreement, this Agreement and the terms contained herein shall be deemed to be Confidential Information under this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. 2. Non-Use; Protection and Dissemination of Confidential Information. Each party hereto agrees not to use the Confidential Information received by such party as a Receiving Party other than for the Purpose of this Agreement. Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and (c) not reproduce, copy or photograph any document or other medium which contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other’s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. As a condition to such disclosure, the Receiving Party must inform its employees and representatives of the confidential nature of the Confidential Information and the terms of this Agreement and each representative of a Receiving Party that receives Confidential Information must agree in writing to be bound by the terms of this Agreement as is the Receiving Party. Each party hereto is responsible for any breach of this Agreement by its employees and representatives. The Receiving Party agrees to promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information. 3. Ownership and Return. All Confidential Information is and will remain the exclusive property of Disclosing Party, and no right or license is granted to Receiving Party with respect to any Confidential Information. Upon the termination by either party of discussions concerning the Purpose of this Agre<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. b. Compliance with law. Each of us will comply with all export laws that apply to Confidential Information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this Agreement. Each of us agrees that the other may seek court orders to stop Confidential Information from becoming public in breach of this Agreement. e. Transfers of this Agreement. If one of us transfers this Agreement, we will not disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e the other’s Confidential Information to the transferee without the other’s consent. f. Enforceability. If any provision of this Agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this Agreement will remain in place. g. Entire agreement. This Agreement does not grant any implied intellectual property licenses to Confidential Information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about Confidential Information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding Confidential Information. It replaces all other agreements and understandings regarding Confidential Information. We can only change this Agreement with a signed document that states that it is changing this Agreement.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e will give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or other protective remedy. If, in the absence of a protective order (or other protective remedy), the Recipient or its Representative is compelled to disclose Confidential Information, the Recipient or its Representative may disclose such information without liability hereunder; provided, however, (i) that the Recipient or its Representative give the Disclosing Party prompt notice of the information to be disclosed and, upon request and at the expense of the Disclosing Party, use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information, (ii) only that portion of the Confidential Information which is legally required to be disclosed will be disclosed and (iii) the Recipient or its Representative may make such disclosure only if it has received the advice of counsel that, under the circumstances then existing, making such disclosure is necessary or advisable under applicable law. 11. Although each party will endeavor to include in the Confidential Information items known to it which it believes to be relevant for the purpose of the other party’s investigation and analysis of the Proposed Transaction, each party understands and agrees that neither the other party nor any of its Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. In particular, and without limitation of the foregoing, each party understands that any projected or forecasted financial, operating, perfor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mance, strategy or other information reflects merely the judgment of management of such party at the time of the preparation of such information, and is based upon a number of factors and circumstances beyond the control of the party and its management. Accordingly, there can be no assurance that actual results or performance will be in line with any such projections or forecasts. Each party agrees that, except as otherwise specifically agreed to in a definitive written transaction agreement or other binding agreement, neither party nor any of its Representatives shall have any liability to the other party or any of its affiliates or Representatives arising out of or resulting from the use of the Confidential Information. 12. Subject to its confidentiality and nondisclosure obligations as set forth in this Agreement, each party’s right to develop, use and market products and services similar to or competitive with those of the other party shall remain unimpaired. Each party acknowledges that the other party may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. 13. The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement by a party or its Representatives and that, in addition to all other available remedies, either party may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. 14. The parties agree that unless and until a definitive written agreement or other binding agreement between the parties with respect to a relationship of the type contemplated by the Proposed Transaction has been executed and delivered by each party hereto, no party will be under any obligation of any kind whatsoever with respect to such a relationship by virtue of this or any written or oral expression concerning such a transaction by any of its Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to make or not to make any proposal and to reject any and all proposals (or re<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXHIBIT 10.8 AGREEMENT CONCERNING NON-DISCLOSURE/NON-CIRCUMVENTION It is understood that this is a Proprietary Information and Non-Competition Agreement with regards to Yann Mellet (“Mellet”) and Sweetskinz, Inc., a Pennsylvania corporation (“Sweetskinz”). Mellet and Sweetskinz shall be sometimes collectively be referred to as “Parties". It is understood further that changes to this Agreement must be in writing and acknowledged by the Parties. The Agreement contains material restrictions on Mellet’s right to (i) compete with Sweetskinz, or (ii) disclose or use information learned or developed by Mellet through his association with or as an employee of Sweetskinz from the beginning of time through April 4, 2016 (“Term”). 1. CONSIDERATION Mellet shall receive 5,123,878 shares of Sweetskinz common stock (“Shares”) as full consideration for this Agreement. 2. NON-COMPETITION AND NON-SOLICITATION (a) In consideration of Sweetskinz’s agreement to provide Mellet with the Shares, Mellet agrees: (1) to refrain, directly or indirectly, during the Term from accepting business from, doing business with, inducing or soliciting any Sweetksinz customers to whom Mellet rendered any services during the course of Mellet’s employment with Sweeetskinz, to do business with Mellet, or with any other person or entity, in competition with the type of services performed<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> by Mellet for Sweetskinz except on behalf of and as an authorized representative of Sweetskinz. (2) to refrain, directly or indirectly, during the Term from accepting business from, doing business with or inducing or soliciting, any Sweetskinz vendor who is instrumental in any aspect of the design, development, production or sales of any Sweetskinz product. (3) to refrain, directly or indirectly, during the Term from having any interest in or association with any business which competes with Sweetskinz pneumatic colorized tire products or any other future Products produced by Sweetskinz. Such entities shall include any related entity in which Mellet or his immediate family is a shareholder, director, officer, employee, partner, proprietor, joint venturer, consultant or otherwise, anywhere worldwide. (4) any idea, concept, technique, invention, creation, copyrightable or patentable work ("Product") relating to pneumatic colorized tires or other products sold or developed by Sweetskinz, that Mellet is instrumental in creating, developing or producing, or helping to create, develop or produce, during the time that Mellet is employed by Sweetskinz shall be considered owned by Sweetskinz, whether conceived by Mellet individually or jointly, on or off Sweetskinz's premises. Mellet hereby irrevocably assigns such Product to Sweetskinz and authorizes Sweetskinz to execute on Mellet’s behalf such documents as it may deem necessary to confirm and protect its interests therein. However, Mellet may develop products which do not in any material way compete with any Product of Sweeetskinz so long as such development is of no cost to Sweetskinz, is done after “working hours” (defined as 45-hour work week) and does not interfere with Mellet’s responsibilities as the Chief Technology Officer of Sweetskinz. Mellet acknowledges that this Section 2 is reasonable, among other things, because Sweetskinz anticipates selling its products on all continents of the world and developing relationships with manufacturers, wholesalers and retailers on such continents 3. CONFIDENTIALITY: Each Party agrees at all times during the Term to hold in the strictest confidence, and not use, except for the benefit of the Parties or to disclose, transfer or reveal, directly or indirectly to any person or entity any confidential information. 4. INJUNCTIVE RELIEF: If Sweetskinz so elects, Sweetskinz shall be entitled, in addition to all other remedies available, including but not limited to actual, compensatory and punitive damages, or to specifically enforce the performance by Mellet and to enjoin the violation by Mellet of any provision hereof. Moreover, the parties hereto acknowledge that the damages suffered by Sweetskinz as a result of any violations of Section 2 by Mellet ma<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> that is confidential or that SAI does not have copies of shall be delivered to SAI at or prior to the Effective Time; provided, however, Selling Shareholder shall be allowed to retain copies of such Property necessary for Selling Shareholder to prepare, compute or support Selling Shareholder's tax returns or tax liabilities. 4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Selling Shareholder shall not, without the prior written approval of Dollar Tree, at any time copy, reproduce, disclose or divulge to any third party, use or permit others to use any confidential information of SAI or Dollar Tree (including financial information, sources of supplies and materials, prospective and existing expansion programs, joint ventures and affiliate agreements, business systems and marketing methods, and all business affairs). During the Restricted Period, Selling Shareholder shall keep secret and retain in strictest confidence, a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nd shall not use for the benefit of Selling Shareholder, Selling Shareholder's affiliate, or others, all confidential matters of the Business or of Dollar Tree, including trade secrets, details of supplier contracts, lease provisions and terms, operational methods and marketing plans or strategies. Notwithstanding the foregoing, nothing herein contained shall preclude Selling Shareholder from using the confidential information described in this Section 4 in the operation of or in the leasing of any real property or the operation of any business in connection with a business not coming within the definition of Restricted Activities or for other personal use, so long as such use does not conflict with any provision of this Agreement. This Section 4 shall not apply if (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information is or becomes publicly available through no fault of Selling Shareholder or Selling Shareholder's Affiliates, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the closing under the Merger Agreement, or (c) the furnishing or use of such information is required by legal proceedings. 5. COOPERATION. Selling Shareholder agrees to cooperate in any reasonable manner with any reasonable requests by Dollar Tree from time to time to verify compliance with the provisions of this Agreement, provided, however, Dollar Tree shall reimburse Selling Shareholder for Selling Shareholder's reasonable out-of-pocket costs in complying with such request. 6. AFFILIATES. 6.1. Selling Shareholder agrees that the restrictions contained in Sections 1, 2, 3, and 4 above shall apply to any direct or indirect activities of Selling Shareholder whether conducted as (i) an individual, (ii) a partner (limited or otherwise) or joint venturer with any other person or entity, (iii) an employee, agent or representative of any other person or entity, (iv) as an officer, director or shareholder of any corporation (other than the ownership of less than 5% of the interests in a publicly traded entity), or (v) as a member or manager of any limited liability company (other than the ownership of less than 5% of the interests in a publicly traded entity). 6.2. As used herein, the term "affiliate" with respect to any person shall mean any person or entity which controls such person, which that person controls, or which is under common control with that person. In the case of Selling Shareholder, the term "affiliate" shall include the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, a trust for the benefit of any of the preceding, or any corporation, partnership, joint venture, or other entity which the Selling Shareholder, the spouse, sibling, or lineal descendant or ance<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXHIBIT 10.5 NONCOMPETITION AND NONDISCLOSURE AGREEMENT THIS NONCOMPETITION AND NONDISCLOSURE AGREEMENT (this “Agreement”) is entered into and effective as of July 18, 2014 between NN, Inc., a Delaware corporation (“Company”), and John C. Kennedy, an individual (“Kennedy”). RECITALS WHEREAS, Company and Autocam Corporation, a Michigan Corporation (“Autocam”), have entered into that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), under which PMC Global Acquisition Corporation, a Michigan corporation and a wholly owned subsidiary of the Company, will merge with and into Autocam, and Autocam will continue as a wholly owned subsidiary of the Company (the “Merger”); WHEREAS, Kennedy owns a majority of shares of Autocam before the Merger, received consideration from the Company in connection with the Merger, and is a stockholder of the Company; WHEREAS, Autocam engages in the precision metal components business for the transportation industry (the “Autocam Business”); WHEREAS, the Company engages in the precision metal components business for the automotive industry, aerospace industry, industrial machinery, precision shafts, small tool components, and other industrial and consumer products using precision metal components and assemblies (the “Company Business”) throughout the world; WHEREAS, Kennedy has had access to knowledge of Autocam’s trade secrets and other confidential and proprietary information and will have access to knowledge of the Company’s trade secrets and other confidential and proprietary information and that it is of vital importance to the success of the Company for Kennedy (i) not to compete against the Company and its business and activities for a specified period of time after the Merger and (ii) not to disclose Company’s trade secrets and other proprietary information; and WHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows 1. Noncompetition Covenants. Kennedy covenants and agrees: (a) For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Kennedy shall not, nor shall Kennedy permit any of his Affiliates, directly or indirectly, (i) engage in or assist others in engaging in the Autocam Business; (ii) have an interest in any Person that engages directly or indirectly in the Autocam Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> foregoing, Kennedy may own, directly, or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Kennedy is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Kennedy shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>le hereunder any information the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate. (b) As between the Parties, the Confidential Information (including notes, extracts, summaries, copies or tangible embodiments to the extent incorporating or reflecting the Confidential Information) remains the sole property of the Disclosing Party. Nothing in this Agreement is intended to grant any right or license to the Confidential Information or any intellectual property rights except for the limited right to use such Confidential Information for the Permitted Purpose as expressly set forth herein. (c) Nothing in this Agreement shall obligate the Parties to proceed with any business relationship and each Party may terminate the discussions contemplated by this Agreement. Unless and until a written definitive agreement concerning the Transaction has been executed, neither Party nor any of its Representatives will have any legal obligation or liability to the other Party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement or any other written or oral expression with respect to the Transaction or otherwise. (d) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit, proceeding, investigation, inquiry, arbitration or dispute, each Party acknowledges that it and the other Party have a commonality of interest with respect to such action, suit, proceeding, investigation, inquiry, arbitration or dispute, and agrees that it is their mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and it agrees to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges and doctrines. 6. NON-Solicitation For a period commencing on the date of this Agreement and ending one (1) year thereafter (the “Specified Period”), each Party will not, directly or indirectly, solicit for employment any “Qualifying Person,” provided, however, that this section will not prevent either Party from: (a) engag<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing in discussions with a Qualifying Person where s/he has contacted such Party in response to (i) any general advertisement, job posting or similar notice; or (ii) an unsolicited resume or request for information from a Qualifying Person; or (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on behalf of such Party, or soliciting the employment of any specified officer or employee of a Party who is identified by any such recruiting firm or organization, in each case as long as such recruiting firm or organization does not directly target any officers or employees of a Party “Qualifying Person” shall mean any person who is an officer or employee of the other Party, who was introduced in person, by phone or email to the Party or its affiliates during the Specified Period in connection with evaluating a potential Transaction. “Qualifying Person” does not include any person whose employment with a Party was or is terminated by such Party, or who has received written notice that his/her employment with such Party will be terminated. 7. Term Except as expressly set forth in Sections 4 and 6 herein, the confidentiality obligations in this Agreement will terminate on the second anniversar<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ty does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought af<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ter immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) Witness Signature Witness Name Signature of person for and on behalf of Party-2 Date Signed and Witnessed Passport Number and Country Witness Signature Witness Name<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>hnical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions; 3.1.4.2 data concerning business relationships, services, customers and personnel; 3.1.4.3 information relating to the strategic objectives and planning of such party’s future commercial needs; 3.1.4.4 information or material proprietary to or deemed to be proprietary to a Party; information designated as confidential by a Party; all intellectual property of a Party and associated material and documentation including information contained therein; the research and development, techniques and contractual arrangements of a Party; the details of a Party’s relationship with third parties, the names of a Party’s current or prospective business associates and customers and their requirements; the client base and business contacts of a Party; details of a Party’s financial structure and business activities; the marketing, pricing and other policies of a Party; 3.1.4.5 all and any information or data in whatever form (including in oral, written, electronic and visual form) relating to the Disclosing Party or any of its Affiliates and which is obtained by the Recipient or its Representatives pursuant to any presentations, discussions, negotiations or other interactions (even if not marked as being confidential, restricted, secret, proprietary or the like); 3.1.4.6. the existence of this Agreement and its contents; and 3.1.4.7. the fact that discussions and/or negotiations are taking place (and, in the event of their termination, have taken place) and the content of those discussions and/or negotiations. 3.1.5 "the Disclosing Party" means a Party disclosing Confidential Information; 3.1.6 “Effective Date” means the Signature Date ; 3.1.7 "the Party(ies)" means the party(ies) to this Agreement; 3.1.8 "Permitted Person" means – the Representatives of the Recipient; and any other person to whom the Recipient discloses Confidential Information with the prior written consent of the Disclosing Party; MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 3.1.9 "Permitted Purpose" means the conclusion of the Project and the consideration and evaluation of any document provided by Disclosing Party; 3.1.10 “Project” means ; Tender No TE-KDS-6FX-0022 3.1.11 "the Receiving Party or the Recipient" means a Party receiving Confidential Information. 3.1.12 "Representatives" means, in respect of a Party, such Party’s Affiliates and its and their respective directors, officers, partners, members, employees, agents, accountants, lawyers or consultants; and 3.1.13 "Signature Date" means the date of signature of this Agreement by the Party last signing. 3.2 Unless the context indicates otherwise, the singular shall include the plural and vice versa, the masculine gender shall include the other two genders, and vice versa, natural persons shall include juristic persons and vice versa. 3.3 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail. 3.4 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause. 3.5 The use of the word “includ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example or examples. 3.6 Any reference to an enactment in this Agreement is to that enactment as at the Signature Date and as amended or re-enacted from time to time. 3.7 The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply. 3.8 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 3.9 This Agreement shall be binding on and enforceable by the estates, heirs, executors, administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party shall be deemed to include such Party’s estate, heirs, executors, administrators, trustees, permitted assigns or liquidators, as the case may be. 4. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION 4.1 The Parties acknowledge that - 4.1.1 the Confidential Information is a valuable, special and unique asset of the Disclosing Party and/or its Affiliates; and 4.1.2 the Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement. 4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – 4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and 4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. 4.3 The Recipient irrevocably and unconditionally agrees and undertakes 4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential; 4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates; 4.3.3 not to disclose the Confidential Informat<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t to Exhibit A by providing documentation that evidences Receiving Party's prior relationship with the Business Source added to Exhibit A. If Receiving Party fails to object or provide evidence documenting Receiving Party's prior relationship with the Business Source, the revised Exhibit A shall be deemed automatically amended and incorporated into this Agreement. 2. Non-Solicitation; Non-Circumvention. Neither the Receiving Party nor any of its agents shall, in any manner access, contact, solicit or conduct any business with a Business Source that has been made available by and through Monnit. The Receiving Party shall not in any way whatsoever circumvent or attempt to circumvent Monnit and shall not enter into direct or indirect offers, negotiations or transactions with a Business Source revealed by Monnit. 2. Non-Disclosure. The parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose information pertaining to the Business Sources as permitted by Monnit, unless agreed and granted an expressed written permission of Monnit. 3. Broker Relationship. The parties agree that Monnit is acting solely as a broker in bringing interested parties together to conduct business. As such, Monnit shall be entitled to compensation for such business. Compensation shall be negotiated separately and through a subsequent agreement by the Receiving Party and Monnit. Both parties agree that any business transaction(s) between the Receiving Party and those Business Sources provided by Monnit will not be conducted without the prior agreement of Monnit’s compensation for such business transaction(s). 3. Damages. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to ten times the maximum service fees it would have realized from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation. 4. Term. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories. 5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Utah applicable to contracts executed and to be performed in the State of Utah with exception of its provisions regarding con<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>flict of laws. 7. Binding on Successors and Assigns. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns. 8. Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by one party without the prior written consent of the other party. Any such attempt by one party without the prior written consent of the other party shall be void. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, representations, negotiations and communications oral or written, with respect to the subject matter he<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement is entered into by and between Frames Data Inc., a California corporation with a business address at 100 Avenue of the Americas, New York, New York 10013 (“FDI”), and , a with a business address at (“Developer”). WHEREAS, FDI has compiled and maintains certain databases pertaining to ophthalmic frame style specifications which it updates and modifies from time to time that includes textual and graphic data relating to frames manufactured by various manufacturers (the “Data”); Developer develops optical practice management software applications (the “Applications”) and wishes to obtain a sample of certain Data (the “Sample Data”) for the sole purpose of assessing whether Developer can adapt the Applications to be compatible with the Sample Data (the “Permitted Purpose”); and FDI is willing to provide Developer with a sample of Sample Data for the Permitted Purpose for a limited time (the “Assessment Period”) on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the mutual promises made below, the parties agree as follows: 1. Non-Disclosure and Non-Use of Sample Data a. Non-Use. Developer shall not use any Sample Data for any purpose other than the Permitted Purpose. b. Non-Disclosure. Except as provided in subsection (c) below, Developer shall not disclose any Sample Data to any third party or to its own employees, agents or professional advisors except employees, agents or professional advisors who are required to have the Sample Data to implement the Permitted Purpose. Developer shall have each employee to whom any Sample Data will be disclosed, or who will have access to Sample Data, sign a nondisclosure agreement that is substantially similar to this Agreement. Developer shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Sample Data, including, without limitation, using the highest degree of care that Developer uses to protect its own confidential information. Developer shall notify FDI in writing of any misuse or misappropriation of Sample Data immediately after it becomes aware of such misuse or misappropriation. Developer shall not reproduce any Sample Data in any form or store it in a retrieval system or database without FDI’s prior written consent, except as Developer reasonably may require for the Permitted Purpose. c. Legal Compulsion. If Developer becomes legally compelled to disclose any Sample Data, Developer shall provide FDI with prompt prior written notice of such requirement so that FDI may seek a protective order or other appropriate remedy, or both, or waive compliance with the terms of this Agreement. 2. Return of Sample Data. When the Assessment Period is over, if the parties have not agreed to go forward and sign a comprehensive agreement that permits Developer to use the Data to modify its Applications and pursuant to which FDI will provide Developer with the technical documents that are necessary for Developer to do so, Developer shall return to FDI or destroy all c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>opies of the Sample Data in its possession or control. 3. Term. Due to the valuable and proprietary nature of the Sample Data, the obligations assumed by Developer hereunder other than those stated in Section 1(c) shall be unlimited in time or territory. 4. Ownership. Developer acknowledges that FDI owns the Sample Data and agrees not to challenge FDI’s ownership of the Data or the Sample Data. 5. Injunctive Relief. Developer agrees that money damages would not be an adequate remedy for unauthorized use or disclosure by it of any Sample Data, and that, in addition to all other remedies, Developer shall be entitled to specific performance and injunctive or other equitable relief as a remedy for Developer’s unauthorized use or disclosure, without the requirement of posting any bond. In the event that FDI deems it appropriate to initiate any action to enforce the obligations of Developer under this Agreement, and should Developer be held to have breached this Agreement, Developer shall reimburse FDI for all costs and expenses, including reasonable attorneys’ fees. 6. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws provisions. Frames Data Inc. By: Name: Thomas Lamond Title: President [Developer] By: Name: Title: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>This Non-Disclosure Agreement (hereinafter called the “Agreement”) is made on Date of signing (hereinafter the “Effective Date”) by and between: CW Fletcher & Sons Ltd Sterling Works Mansfield Road Wales Bar Sheffield S26 5PQ (Hereinafter referred to as “C.W. Fletcher”) Represented by Name and Title. and Name of Company Street Name Name of City Postcode (Hereinafter referred to as “Company Name”) Represented by Name and Title. Each referred to as a “Party” collectively as “Parties”. CWF and Company wish to explore the possibilities of a business transaction or relationship between them relating to “PLEASE WRITE HERE THE TOPIC(S) TO BE COVERED BY THIS NDA” (hereinafter the “Purpose”). This may require the Parties to exchange Confidential Information. Such disclosure of any Confidential Information is made only for use in connection with the Purpose and only on the terms of this Agreement. Each Party acknowledges that the other Party enters into the Agreement for the benefit of itself and each Affiliate. Any disclosure of Confidential Information by a Party’s Representative shall be deemed to be a disclosure by such Party for the purposes of this Agreement. Accordingly, in consideration of the disclosure of Confidential information by each Party to the other Party and the mutual promises of the Parties set forth in this Agreement, the Parties agree as set forth below. DEFINITIONS “Confidential Information” means all confidential and proprietary information disclosed to or obtained by the Receiving Party or its Representatives from the Disclosing Party or its Representatives, including without limitation, information relating to: proprietary technology, products, proprietary plans, services, computer programs and processes; data and source code; any inventions and associated information, manuals, plans, drawings, blueprints or schematics; information rela<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ting to Mutual Non-Disclosure Agreement C.W. Fletcher & Sons Ltd employees and customers of the Disclosing Party; promotional and marketing information and opportunities; financial information; trade secrets; any and all information that a Receiving Party may obtain on a walk-through examination of the Disclosing Party’s and/or its clients’ premises; the existence of discussions between the P<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion to which I am granted access as cited in this Agreement and in accordance with the guidance provided to me relative to the specific category of information. I understand and agree to the following terms and conditions of my access to the information indicated above: 1. I hereby acknowledge that I have received a security indoctrination concerning the nature and protection of information to which I have been provided conditional access, including the procedures to be followed in ascertaining whether other persons<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> to whom I contemplate disclosing this information have been approved for access to it, and that I understand these procedures. 2. By being granted conditional access to the information indicated above, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement and the laws, regulations, and directives applicable to the specifi c categories of information to which I am granted access. 3. I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specifi c categories of information to which I am granted access. I understand that the United States Government may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement. 4. I will not disclose or release any information provided to me pursuant to this Agreement without proper authority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in accordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority. 5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession. (2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the spec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f whatever nature, sustained (whether directly or indirectly) by a party as a result of the party’s breach of its obligations in terms of this agreement. 3.4. Unless the parties otherwise agree in writing, any documents or records relating to the Confidential Information of the other party which come into the possession of either of them during the existence of this agreement or at any time thereafter: 3.4.1. shall be deemed to form part of the Confidential Information and shall be subject to the terms of this Agreement; 3.4.2. shall not be copied, reproduced, published or circulated by the party receiving the Confidential Information; and 3.4.3. shall be surrendered to the party who divulged the Confidential Information on demand and the receiving party shall not retain any copies or extracts thereof. 4. CESSION IN THE EVENT OF SALE Should either party (“the selling party”) sell their business or any part thereof, then the other party hereby agrees that the selling party shall be entitled to cede the transfer to the purchaser of the business all of the selling party’s right, title and interest in and to this agreement and that the purchaser shall be entitled to enforce the terms of the agreement against the other party as if the purchaser were a signatory to this agreement. 5. NOTICES AND DOMICILIA 5.1.1. The parties hereby nominate the physical address set out under their names as their domicilium citandi et excecutandi for the giving of notices, the serving of legal processes and any other purposes arising from this agreement. Each party may change its chosen address in South Africa provided that such change shall only take effect ten days after such party has given written notice of the change to the other party. 6. GOOD FAITH AND CO-OPERATION 6.1. In the implementation of this agreement, the parties undertake to observe the utmost good faith and they warrant in their dealings with one another that they shall neither do anything nor refrain from doing anything that might prejudice the rights, assets or interests of the other(s). 6.2. Each of the parties undertakes to complete, sign and deliver all documents and to do all things within its powers that are necessary to implement the terms of this agreement. 7. GENERAL 7.1. This agreement constitutes the whole agreement between the parties in relation to the subject matter hereof and no party shall be bound by any representations, warranties, undertakings or the like not recorded herein. 7.2. No addition to or variation, consensual termination or novation of this agreement, and no waiver of any right arising from this agree<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment or its breach or termination shall be valid or enforceable unless it is in writing and signed by all the parties or their duly authorised representatives. 7.3. No failure to enforce, or delayed or partial enforcement of, a right by any party shall prejudice or derogate from the rights of such party under this agreement, nor shall it constitute a waiver or novation of that party’s rights under this agreement and it shall not estop or otherwise prevent such party from enforcing at any time all its rights arising out of this agreement. 7.4. This agreement shall be governed by and interpreted in accordance with South African law. CEE VEE TRANSPORT CONSULTANTS SA (PTY) LTD DATED AT …………………………on this ……………..day of………………………..(insert month) ………..(insert year) The First Disclosing Party: …………………………………............ / For and on behalf of CEE VEE TRANSPORT CONSULTANTS SA (PTY) LTD DATED AT……………………………on this…………….day of…………………..(insert month) ………(insert year) The Second Divulging Party: …………………………………………………….<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>directly or indirectly, to the Disclosing Party in relation to such information; “Group” means any subsidiary, any holding company and any subsidiary of any holding company of either party; “Information” means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium; “Proposal” means the aggregation of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Transnet’s Request for Information (RFI) and Request for Proposal (RFP). 2. Confidential Information 2.1 The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement. 2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal. 2.3 Notwithstanding clause 2.1, the Receiving Party may disclose Confidential Information: (i) To those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 2.2 provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or (ii) to the extent required by law or the rules of any applicable regulatory authority, subject to clause 2.4 below. 2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3 (ii) above, it shall promptly notify the Disclosing Party and co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement. 2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and if requested take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use. 2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights, over the Confidential Information whatsoever beyond those contained in this Agreement. 3. Records and return of Information 3.1 The Receiving Party agrees to ensure proper and secure storage of all Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement. 3.2 The Receiving Party shall keep a written record, to be supplied to the Disclosing Party upon request, of the Confidential Information provided and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof. 3.3 The Receiving Party shall, within seven days of receipt of a written demand from the Disclosing Party or of its ceasing to be interested in the Proposal: (i) Return all written Confidential Information (including all copies); and (ii) expunge or destroy any Confidential Information from any computer, word processor or other device whatsoever into which it was copied, read or programmed by the Receiving Party or on its behalf (including by any person to whom disclosure has been made as permitted under clause 2.3(i) abov<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL Purpose (check one): NON-DISCLOSURE AGREEMENT Technology Discussion Fax to E-Business 913-982-5436 Business Discussion Other (describe) This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into as of , 2015 (the “Effective Date”), by and between YRC Inc., d/b/a YRC Freight (“YRC Freight”), and the party named on the signature page below (“Participant”). This Agreement is intended to facilitate the exchange of proprietary information in furtherance of discussions between the parties related to the purpose described above (the “Purpose”). The parties desire to disclose and examine such proprietary information solely in furtherance of the Purpose. The party receiving Confidential Information shall be hereinafter referred to as the “Receiving Party,” and the party disclosing such Confidential Information shall be hereinafter referred to as the “Disclosing Party.” In consideration of the covenants and conditions set forth below, the parties agree as follows: 1. Confidential Information. As used in this Agreement, "Confidential Information” means any information, including without limitation, business information, technical, and marketing information, pricing, rates and discounts, provided such information is identified as confidential at the time of disclosure or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary to the Disclosing Party. In the event of an inadvertent disclosure of source code, such information shall be immediately returned to the Disclosing Party. Confidential Information does not include information that: (i) becomes generally available to the public through no fault of the Receiving Party; (ii) is, prior to its initial disclosure hereunder, in the possession of the Receiving Party; (iii) is acquired by the Receiving Party from any third party without any restrictions on its use or disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information. 2. Non-Disclosure and Use Restrictions. Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Receiving Party and used only for the Purpose. Confidential Information may be disclosed only to employees or consultants of the Receiving Party who have a need to know. Notwithstanding the foregoing, if Receiving Party is a firm that provides outsourced or "third party" logistics services to companies for part, or sometimes all, of their function, Receiving Party may disclose its rates to clients expressly authorized and eligible to receive such information through a bona fide authentication or registration process maintained by Receiving Party. Any consultant or client of Receiving Party who receives Confidential Information under this Agreement shall be similarly bound in writing to a nondisclosure agreement no less restrictive than the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by an employee or consultant of such Receiving Party. The Receiving Party shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information. 3. Term and Duration. This Agreement will terminate two (2) years from the Effective Date, but may be terminated by either party at any time upon thirty (30) days written notice. <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>All obligations hereunder shall continue for five (5) years from the date of disclosure. 4. Legal Process. If the Receiving Party becomes subject to a demand for discovery or disclosure of the Confidential Information of the other party under legal process, such Receiving Party shall give to the other prompt notice of the demand prior to furnishing the Confidential Information demanded, and, at the expense of the Disclosing Party, shall obtain or cooperate with the Disclosing Party in seeking reasonable arrangements to protect the confidential and proprietary nature of the Confidential Information. 5. Ownership of Confidential Information. All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party and nothing contained herein shall be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in the Confidential Information. 6. No Warranty. No warranty or representation is made by either party hereto that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. 7. Return of Confidential Information. Upon the completion or termination of any discussions between the parties, or at any time within fourteen (14) days of receipt of a written request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information disclosed in tangible form and copies thereof; or (ii) promptly destroy such Confidential Information (including all copies thereof) and certify their destruction to the Disclosing Party. 8. Equitable Relief. The parties acknowledge and agree that the covenants set forth in this Agreement are reasonable and necessary for the protection of the parties’ business interests and that irreparable injury may result if they are breached and that in the event of any actual or potential breach of any such covenant that the non-breaching party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief. Nothing herein shall be construed as prohibiting any party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages that it is able to prove. 9. No Other Business Relationship. This Agreement does not repre<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>THIS NON-DISCLOSURE AGREEMENT is made on Xth day of Month, year (the “Agreement”) BY and BETWEEN: (1) CPK Manufacturing LLC dba Kenway Composites, incorporated and registered in Delaware whose office is at 681 Riverside Drive, Augusta, Maine 04330 (“Kenway”); and (2) incorporated and registered in whose registered office is at (the “Company”). Hereinafter, individually referred to as a “Party” and together, as the “Parties” to this Agreement. RECITALS (A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose (as respectively defined below). (B) Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information. (C) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. NOW THE PARTIES HEREBY AGREE AS FOLLOWS: 1 Definitions and Interpretation 1.1 The following definitions in this Clause 1 apply in this Agreement as follows: “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks are open for business. “Confidential Information:” means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to: (a) the business, affairs<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group; (b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and (c) any information or analysis derived from Confidential Information; but not including any information: (a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; (c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; (d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; (e) the Parties agree in writing is not confidential or may be disclosed; and/or (f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party. “Disclosing Party:” means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information. “Group”: means<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>1 Non-Disclosure and Non-Use Covenants. As a condition to the Company’s disclosure of the Confidential Information to the Recipient, the Recipient hereby covenants and agrees that all Confidential Information will be kept confidential by the Recipient and will not, without the prior written consent of the Company, be disclosed by the Recipient, in any manner whatsoever, in whole or in part, and will not be used by the Recipient, directly or indirectly, for any purpose other than facilitating discussion with the Company. Moreover, the Recipient agrees to transmit the Confidential Information to only those Representatives who need to know the Confidential Information for the purpose of facilitating the Recipient’s discussion with the Company and who are informed of the confidential nature of the Confidential Information and the terms of this Agreement. The Recipient hereby acknowledges that it is aware, and the Recipient agrees that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that (i) the Confidential Information being furnished may contain or may itself be material, non-public information concerning the Company, and (ii) securities laws in the United States prohibit any person who has received material, non-public information concerning the Company or the matters which are the subject of this Agreement from purchasing or selling securities of the 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. The Recipient agrees to not engage, directly or indirectly, in transactions in Company securities while in possession of Confidential Information, and further agrees that is will be responsible for its compliance with federal and state securities laws. The Recipient will be responsible for any breach of this Agreement by the Recipient or by its Representatives. Section 2.2 Confidentiality of Discussions. The Recipient will not, without the prior written consent of the Company, disclose the status of any discussions between the Parties, except as may be required by law or by the rules of any recognized stock exchange and then, if circumstances permit, only with prompt advance written notice to the Company. Any disclosure made pursuant to the prior sentence shall be no more extensive than is necessary to meet the minimum requirement imposed on the Person making such disclosure. Section 2.3 Compelled Disclosure. In the event that the Recipient is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, the Recipient shall notify the Company promptly of such request(s), and the documents requested thereby, so that the Company may seek an appropriate protective order and/or waive in writing the Recipient’s obligation not to disclose the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, the Recipient is nonetheless compelled to disclose all or part of the Confidential Information or else stand liable for contempt or suffer other censure or penalty from any tribunal or governmental or similar authority, the Recipient may disclose such portion of the Confidential Information required to be disclosed without liability hereunder; provided, however, that the Recipient shall deliver to the Company written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable, and shall use commercially reasonable efforts (at the Company’s expense) to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed. Notwithstanding the foregoing, the Recipient may disclose the Confidential Inform<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ation to any regulatory agency in the normal course of an examination, audit or investigation involving the Recipient. Section 2.4 Document Disposition. The Confidential Information (except for Derivative Materials), and all copies thereof, will remain the absolute property of the Company and will be returned to the Company or destroyed (and such destruction confirmed in writing by an officer of the Recipient) without retaining any copies thereof immediately upon the Company’s request. Derivative Materials will be immediately destroyed at the request of the Company and such destruction will be confirmed to the Company in writing by an officer of the Recipient. Section 2.5 Disclaimers. The Recipient acknowledges that neither the Company nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The Recipient agrees that neither the Company nor any of its Representatives shall have any liability to the Recipient as a result of their reliance on the Confidential Information. The Recipient hereby agrees that in no event will the Recipient have or assert any claims whatsoever against the Company or any of the Company’s Representatives relating to or in any way connected with the subject matter of this Agreement. Section 2.6 Designated Representatives. The Recipient shall have no discussion, correspondence or other contact with the Company or any of its employees, customers or suppliers concerning the Matter except with “Designated Representatives” of the Company. “Designated Representatives” shall mean the Chairman of the Board of Directors of the Company and persons designated by him. Section 2.7 Survival. The restrictions imposed on the disclosure of Confidential Information shall continue until the lesser of such time as the information disclosed hereunder is no longer Confidential Information and one (1) year from the date first written above, provided, that no such termination shall relieve Recipient from any liability relating to any prior breach of this Agreement. ARTICLE III COVENANT OF THE COMPANY Section 3.1 Information and Access. The Company will provide JAM access to certain non-public, confidential or proprietary information about the Company (the “Confidential Information”) and receive and consider JAM’s input on the financial services industry, market conditions and trends and the Company’s operational performance, opportunities and direction. ARTICLE IV TERM AND TERMINATION Section 4.1 Term. Except as set forth in Article II, this Agreement shall terminate upon the earlier of (i) the Company’s 2012 Annual Meeting of Shareholders or (ii) the Company’s receipt of the notice required under the Company’s bylaws from JAM or its affiliates required to nominate a director for election at a meeting of the Company’s shareholders. ARTICLE V MISCELLANEOUS Section 5.1 Disclosure of Agreement. The parties contemplate that JAM will file with the SEC an amendment to its Schedule 13D with respect to the Company attaching this Agreement and that the Company will file with the SEC a current report on Form 8-K attaching this Agreement. Section 5.2 Compliance with Securities Laws. As of the date hereof and during the Term of the Agreement, JAM is and will remain in compliance with all applicable state and federal securities laws with regard t<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> electronic or other form or media) furnished to you or your Representatives by or on behalf of the Company pursuant to this Agreement; provided, however, that you and your Representatives shall be entitled to retain one complete copy, in electronic archival storage form, of all Evaluation Material in accordance with document retention laws or regulations applicable to you and to such other persons, as the case may be, but only to the extent that appropriate personnel whose primary function within your organization and within the organizations of such other persons, as the case may be, is information technology or compliance in nature will have unrestricted access to such retained information; and provided, further, however, that your legal counsel will be entitled to retain one complete copy of Evaluation Material in paper format as may be necessary to document your consideration of a Transaction for the purpose of establishing compliance with any applicable Non-Disclosure Agreement Page 4 laws or regulations and for defending and maintaining any litigation (or any arbitral or administrative case or proceeding) relating to this Agreement or the Evaluation Material; provided, that all such information shall continue to be kept confidential and shall be stored only in counsel’s record archives to which access is not made generally available. The destruction of the Evaluation Material, including that prepared by you or your Representatives, shall be certified in writing to the Company by an authorized representative supervising such destruction. Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives shall continue to be bound by your and their confidentiality obligations hereunder. 6. Privileged Information. The furnishing to you or your Representatives of any Evaluation Material shall not be deemed to waive or in any manner diminish any attorney-client privilege, attorney work-product protection or other privilege or protection applicable to any such Evaluation Material. The parties hereto acknowledge and agree that, in connection with your consideration of the potential Transaction only and not for any other purpose, they (a) are or may become joint defendants in legal proceedings to which such Evaluation Material relates, and (b) intend that all such privileges and protections shall remain intact should either party become subject to any legal proceedings to which such Evaluation Material is relevant. In furtherance of the foregoing, each party hereto agrees not to claim or contend that the other party has waived any attorney-client privilege, attorney work-product protection or other protection or privilege by providing information pursuant to this Agreement or any subsequent agreement (definitive or otherwise) regarding a Transaction into which the parties hereafter may enter. 7. No Representation or Warranty as to Accuracy and Completeness of Evaluation Material. The Company reserves the right, in its sole discretion, to determine what information it will provide or withhold (and, if provided, the form thereof), as well as the times and locations at which it elects to make such information available. Neither the Company nor any of its Representatives has made, hereby makes or will make any representation or warranty, express or implied, as to the accuracy or completeness of any of the Evaluation Material, except as may be provided in a written definitive agreement between the parties. You <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>acknowledge and agree that neither the Company nor any of its Representatives shall have any obligation or liability to you or to any of your Representatives relating to or resulting from the use (by you or any of your Representatives) of the Evaluation Material or any inaccuracies or errors therein or omissions therefrom, except as may be provided in a written definitive agreement between the parties. You also acknowledge and agree that you are not entitled to rely on the accuracy or completeness of any Evaluation Material and that you shall be entitled to rely solely on such representations or warranties of the Company as may be made in a definitive agreement, if any, relating to a Transaction, when, as and if, entered into by the parties hereto and thereto and subject to such qualifications, limitations and restrictions as may be expressly specified therein. 8. Standstill. You agree that for a period of eighteen (18) months from and after the date hereof (the “Standstill Period”), neither you nor any of your affiliates, directly or indirectly, shall: (a) acquire, offer to acquire, or agree to acquire, whether by means of purchase or otherwise, any (i) securities (or any interest therein or right thereto) having statutory, organic or contractual voting power, whether or not contingent or upon exercise, conversion or exchange (“Voting Securities”), of the Company or (ii) assets or businesses of the Company or of any division or operating unit of the Company; (b) enter into any contract, arrangement, understanding, plan, agreement or commitment (whether oral or written) with respect to any Derivative Securities (as defined below); (c) make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” or “consents” (as such terms are used in the rules and published interpretations of the U.S. Securities and Exchange Commission (“SEC”)) to vote (or to withhold authority in respect of or abstain from voting), or seek to advise or influence any person with respect to the voting of (or the withholding of authority of or abstention from voting), any Voting Securities of the Company; (d) unless expressly invited to do so by the Board of Directors of Vocus (or any duly constituted committee thereof comprised wholly of independent directors of Vocus), make any public announcement with respect to, or submit to the Company or any of its affiliates, Representatives or any other person, any proposal, expression of interest, term sheet, memorandum of understanding, letter of intent, inquiry or offer (with or without conditions) providing for, in a single transaction or in any series of related transactions, any merger, consolidation, acquisition, business combination, share exchange, recapitalization, reorganization, divestiture, spin-off, split-off, cash or property distribution or any other extraordinary transaction involving the Company or any of the Company’s securities, assets or businesses; (e) form, join or in any way engage or participate in a “group,” (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any Voting Securities of the Company; (f) act alone, or in concert with any other person(s), to seek to control or influence the management, board of directors, policies or affairs of the Company (including, without limitation, by seeking to place any individual on the Company’s board of directors, seeking to have called any meeting of the Company’s stockholders or seeking to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Company’s board of directors or to approve stockholder proposals); (g) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” or “(d)” of this sentence; (h<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>at portion of the Confidential Information that it is legally required to disclose. 5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION 5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confide<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ntial Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement. 6. INTELLECTUAL PROPERTY 6.1. Each Party reserves all rights in its Confidential Information. 6.2. Nothing in this Agreement shall be interpreted as a grant, by the Disclosing Party, of any license, title, interest or proprietary right to the Receiving Party in the Disclosing Party’s Confidential Information or its products embodying the same. 6.3. All Confidential Information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement shall be and remain the Disclosing Party’s property. 7. NO REPRESENTATION 7.1. Neither of the Parties make any express or implied representation or warranty as to the accuracy, reliability or completeness of the Confidential Information, expressly disclaiming any and all liability that may be based on the Confidential Information, including any errors therein or omissions there from. 7.2. The Parties further agree that they are not entitled to rely on the accuracy or completeness of the Confidential Information. 8. INADEQUACY OF DAMAGES 8.1. Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the other Party. Accordingly, each Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement. 9. NO OBLIGATION TO DISCLOSE OR CONTINUE DISCUSSIONS 9.1. Nothing in this Agreement shall impose an obligation on either Party to disclose its information, whether Confidenti<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>[By clicking "I Accept" at the bottom of this Declaration, the Applicant acknowledges, understands, agrees with and signs the below Non-Disclosure Declaration on the registration of Registered Reporting Mechanism (the ‘’RRM’’).] NON DISCLOSURE DECLARATION on the registration of Registered Reporting Mechanism (the ‘’RRM’’) in line with the Commission Implementing Regulation (EU) No 1348/2014 (‘’Declaration’’) Given that the undersigned applicant [Organisation Name], represented for the purpose of signature of this Declaration by [Name Surname] (the "Applicant"), has the intention to register as the RRM, the Agency for the Cooperation of Energy Regulators (the ‘Agency’), for that purpose, will make certain confidential information, as defined below, available to the Applicant. As a condition to, and in consideration of, the Agency's furnishing of confidential information to the Applicant, the Applicant agrees to the undertakings contained in this Declaration. The Applicant agrees that all information disclosed by the Agency to the Applicant by means of a document ‘’Technical Specifications for RRMs’’, including its future amendments, and other documents relating to the RRM registration and data submission shall be considered as confidential (altogether the ‘Confidential Information’). The Confidential Information relates to (without limitation) the Agency’s technical data, actual and anticipated developments or products, know-how, software, hardware, processes, architectures, concepts, ideas, designs, drawings, personnel, financial information, computer programs, studies, work in progress, visual demonstrations, and other data, whether written, graphic, or electronic form. The Applicant agrees moreover: • to use the Confidential Information solely for the purpose of the RRM registration ; • to use all possible means to maintain this Confidential Information in strict confidence and at least those measures that it employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care; • to disclose this information only to the Applicant's employees or particular employees of subcontractors who are required to have the information for the purpose of the Applicant’s registration as RRM, and have previously signed an agreement in content similar to the provisions thereof; • to oblige all employees receiving access to the Confidential Information not to disclose it to anyone an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d not to make any copies of it; • to immediately notify in writing the Agency in the event of any unauthorised use or disclosure of the Confidential Information. The Applicant shall not use for its own purposes, reverse engineer, disassemble, decompile or copy any software or other objects which embody the Confidential Information, nor transmit, directly or indirectly, any Confidential Information. All Confidential Information remain the property of the Agency and no license or other rights in the Confidential Information are granted hereby, except as expressly provided above. The Applicant's obligations hereunder shall survive until all information in the Confidential Information hereunder becomes publicly known. The Applicant hereby acknowledges that unauthorised disclosure or use of the Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Applicant agrees that the Agency shall have the right to seek and obtain immediate injunctive relief or an equivalent measure before the competent court, in addition to any other rights and remedies it may have. The Declaration shall be governed by Union law, complemented, where necessary, by the law of Slovenia. Any dispute between the Agency and the Applicant in relation to the interpretation, application or validity of this Declaration which cannot be settled amicably shall be brought before the courts of Ljubljana. This Declaration shall bind and inure to the benefit of the Agency and Applicant and their successors and assigns. ["I Accept"]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>GNIFICANCE. The covenants set forth in this Section 1 and the covenants of confidentiality contained in Section 2 below are of the essence of this Agreement and will be construed as independent of any other of the provisions of this Agreement, the Merger Agreement and the Employment Agreement, and the existence of any claim or cause of action of Shareholder against the Company or the Company's Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company or any of the Company's Affiliates of any of said covenants. SECTION 2. - CONFIDENTIAL INFORMATION a) NON-DISCLOSURE - IN GENERAL. From the date hereof, Shareholder will maintain in strict confidence and will not, directly or indirectly, or through Shareholder's Affiliates, divulge, transmit, publish, release, or otherwise use of cause to be used in any manner contrary to the interests of the Company or any of the Company's Affiliates, any confidential information relating to the Company's or any of the Company's Affiliates' systems, operations, products, services, business methods, management practices, contracts, computer programs and data bases, records, development data and reports, quality control specifications, cost analyses, flow charts, know-how, consumer lists, supplier lists, prospects, market development programs, acquisition programs, personnel data, or any information relating to customers, suppliers, products, sales, acquisitions, acquisition plans, financial structure, or pricing, and other information of like nature. Shareholder acknowledges that all information regarding the Company or the Company's Affiliates compiled or obtained by, or furnished to Shareholder regarding the Company, the Company's Affiliates or their respective businesses is confidential information and the Company's and the Company's Affiliates' exclusive property. Upon demand by the Company, and in any event upon termination of Shareholder's services, Shareholder will deliver to the Company all original and facsimile records, documents and data in Sharehold<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>er's possession or under Shareholder's control, or in Shareholder's Affiliates' possession or under Shareholder's Affiliates' control, pertaining to the Company or any of the Company's Affiliates. b) EXCEPTIONS. Notwithstanding the foregoing, this provision does not apply to the extent, and only to the extent, that such information is clearly obtainable in the public domain through no fault of Shareholder or Shareholder's Affiliates. SECTION 3. - NON-WAIVER The failure of either party at any time or from time to time to require performance of any of the other party's obligations under this Agreement will in no matter affect such party's rights to enforce any provision of this Agreement at a subsequent time, and the waiver by either party of any right arising out of any breach will not be construed as a waiver of any right arising out of any subsequent breach. SECTION 4. - NOTICES All notices and other communications hereunder will be in writing and will be either personally delivered or mailed by certified mail, return receipt requested, addressed as follows: To Employee: Jon Satterthwaite 744 N. Arlington Avenue Indianapolis, Indiana 46219 With a copy to: Mr. Robert W. Zentz, Esq. Frank & Kraft 1st Indiana Plaza Indianapolis, Indiana 46204 To the Company: Teleco Acquisition Corp. 9310 Progress Parkway Mentor, Ohio 44060 With a copy to: Melvyn E. Resnick, Esquire Dworken & Bernstein Co., L.P.A. 153 East Erie Street, Suite 304 Painesville, Ohio 44077 Either party may designate a different address pursuant to all written notices to each other party complying as to delivery with the terms of this Section. All such notices and other communications will be effective when deposited in the mail or upon personal delivery, addressed as aforesaid. SECTION 5. - MISCELLANEOUS a) AMENDMENTS. This Agreement may be amended from time to time as the parties desire, so long as such amendments are in writing and executed by the parties hereto. b) ASSIGNMENT. This Agreement is personal services to Shareholder and may not be assigned or transferred by Shareholder to, or the obligations of Shareholder fulfilled by, any other person or entity. Similarly, this Agreement and the rights and obligations thereunder may not be assigned by the Company to any other person or entity, except to any and all successors in interest to the Company or the Company's Affiliates (whether by way of sale, exchange, disposition, merger, consolidation, reorganization or otherwise). c) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all pri<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ou in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee. Standstill We agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. No Representation or Warranty Although the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company ("Sale Agreement") when, as<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect. We also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between us and the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto, and we hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto. We also agree that unless and until a Sale Agreement between the Company and us with respect to the acquisition of the Company has been executed and delivered by us and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Mutual Non-disclosure and Confidentiality Agreement This Mutual Non-disclosure and Confidentiality Agreement (”Agreement”) is made by and between Ready4S, Ltd (”Ready4S”) and the Client as named in the signature column below. Ready4S and Client are sometimes collectively referred to herein as the ”Parties” and individually as a ”Party”. A Party includes the entity named herein, its successors and assigns, any of its present or future corporate parents, subsidiaries, and organizations controlled by, controlling or under common control with such Party. Each of the Parties may be the ”Disclosing Party” and the other party will be deemed to be the ”Receiving Party”. RECITALS A. The Parties intend to enter into discussions regarding a potential future business relationship; and B. In order to facilitate those discussions the Parties may wish to disclose to each other certain Confidential Information (as herein defined). THEREFORE, it is agreed as follows: 1 Definitions and Interpretation 1.1 1.1 In this Agreement: Confidential Information means:- (a) information relating to the Disclosing Party regarding its business, partners, customers or financial affairs (including details relating to any software the copyright in respect of which is vested in the Disclosing Party) which is obtained by the Receiving Party, either before or after this undertaking is entered into and either in writing or orally from or pursuant to the discussions with the Personnel of the Disclosing Party; (b) those portions of analyses, compilations, studies, reports and other documents prepared by the Disclosing Party which contain or otherwise reflect or are generated from any such information as is specified in paragraph (a) above; (c) information of a commercially sensitive nature relating to the Disclosing Party obtained by observation during any visits to the Disclosing Party’s premises but subject always to the proviso set out in clause. Disclosing Party means the Party whose Confidential Information is disclosed to the Receiving Party Personnel means any and all staff, employees, directors, officers and professional advisors of a Party Purpose means any and all discussions and negotiations relating to a potential agreement between the Parties hereto as more particularly set out in Recital (A) Receiving Party means the Party who is in receipt of Confidential Information 2 The Commitment 2.1 In consideration of each Party agreeing to supply the other Party with<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Confidential Information for the Purpose, and in consideration of the mutual undertakings set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained. 2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets. 2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safekeeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information. 4 Limited internal dissemination 4.1 A Receiving Party shall only disclose or reveal any Confidential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to fulfil the Purpose. 4.2 Prior to the disclosure of any Confidential Information to any such Personnel, the Receiving Party shall inform them of the confidential nature of the material and of the provisions of this confidentiality undertaking and obtain written confirmation of their acceptance of these terms. 5 Non-disclosure to third parties 5.1 Save as otherwise permitted herein, a Receiving Party shall not, and shall procure that its Personnel do not, at any time without the Disclosing Pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained. 2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets. 2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safekeeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information. 4 Limited internal dissemination 4.1 A Receiving Party shall only disclose or reveal any Confidential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to fulfil the Purpose. 4.2 Prior to the disclosure of any Confidential Information to any such Personnel, the Receiving Party shall inform them of the confidential nature of the material and of the provisions of this confidentiality undertaking and obtain written confirmation of their acceptance of these terms. 5 Non-disclosure to third parties 5.1 Save as otherwise permitted herein, a Receiving Party shall not, and shall procure that its Personnel do not, at any time without the Disclosing Party’s prior written consent: (a) disclose the Confidential Information to any third party, either directly or indirectly; or (b) disclose to any person: - (i) the fact that discussions or negotiations are taking place between the Parties; (ii) the content of any such discussions or negotiations; (iii) any of the terms, conditions or other facts with respect to the Purpose; or (iv) that Confidential Information has been requested or received, unless required to do so by law or by the order or ruling of a Court or tribunal or regulatory body or recognised stock exchange of competent jurisdiction, in which case, if the Receiving Party is required to disclose such Confidential Information it shall, unless prohibited from doing so, notify the Disclosing Party promptly in writing of that fact and, in any event, prior to making such disclosure. 6 Discussions through authorised representatives only 6.1 It is understood that all commu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nications regarding the Parties’ discussions, requests for additional information or meetings or questions will be submitted or directed to authorised representatives of the Parties. 7 Exclusion from Confidential Information 7.1 These terms and conditions will not apply to any Confidential Information which: (a) is in or becomes part of the public domain or is or otherwise becomes public knowledge by any means other than by breach by a Receiving Party or their Personnel of any obligation contained herein; (b) was previously or is at any time hereafter disclosed to a Receiving Party by any third Party having the right to disclose the same provided that such source is not known to the Receiving Party to be bound by a confidentiality agreement with, or other obligation to secrecy to, the Disclosing Party; (c) is released from the provisions of this undertaking by prior written consent given by a director or authorised representative of the Disclosing Party; or (d) was otherwise independently acquired or developed by the Receiving Party without violating its obligations hereunder. 8 Return of Confidential Information 8.1 The Receiving Party shall, immediately upon receipt of Notice to that effect: (a) return to the Disclosing Party all Confidential Information (including all copies held); (b) destroy those portions (and all copies) of any analyses, compilations, studies, reports or other documents prepared by it for its use containing or reflecting or generated from, in whole or in part, any Confidential Information; and (c) expunge and destroy any Confidential Information from any computer, word processor or other device in its possession or custody or control containing such information. 9 No responsibility for information provided 9.1 The Receiving Party understands and<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>of certain Confidential Information (as defined below) that one Party (“Disclosing Party”) may disclose to the other Party (“Recipient”), which information in the case of relates generally to and in the case of Carnegie Mellon relates generally to . NOW THEREFORE, intending to be legally bound, the Parties agree as follows: 1. Confidential Information. a) “Confidential Information” means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject matter, including, but not limited to, trade secrets, business and technical information and data, disclosed orally, visually, in writing, electronic media or<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> by any other means, and that is marked in accordance with this Section 1. b) With respect to any tangible information that a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall mark such information as “Confidential” prior to disclosing it to the Recipient. c) With respect to any oral or visual communication or other intangible information which a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall notify Recipient of such fact at the time of disclosure and within fifteen (15) days thereafter, Disclosing Party shall send Recipient a written memorandum outlining the information deemed to be Confidential Information. Such memorandum shall be marked “Confidential.” 2. Non-Disclosure. A Recipient of Confidential Information under this Agreement shall use the Confidential Information only for the purpose of evaluating a research relationship between the Parties and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidentiality or proprietary information of like importance. If necessary to effectuate the furthering of a potential research relationship, Recipient may disclose Confidential Information received under this Agreement to employees and/or consultants with a need to know, provided that any consultants are bound to protect such Confidential Information from unauthorized use and disclosure under the terms of a written agreement. Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Disclosing Party. Neither Party shall use the Confidential Information of the other, in whole or in part, except as permitted under this Agreement. 3. Exclusions. a) “Confidential Information” shall not include information that: i. was publicly known at the time of the Disclosing Party’s communication thereof; ii. becomes publicly known through no fault of Recipient subsequent to the time of Disclosing Party’s communication thereof to Recipient; iii. was in Recipient’s possession free of any obligation of confidence at the time of Disclosing Party’s communication thereof to Recipient; iv. is developed by Recipient independently of this Agreement without use or reference to the Disclosing Party's Confidential Information; v. is rightfully obtained by Recipient from a third party, provided the Recipient has no reason to believe that such third party was under an obligation of confidentiality to the Disclosing Party. b) In the event Confidential Information of the other party is lawfully required to be disclosed by any governmental agency or otherwise required to<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>72) 856-5395 Attention: Ms. Lazane Smith, Senior Vice President and Chief Financial Officer with a copy (which shall not constitute notice to CompuCom) to: Strasburger & Price, L.L.P. 901 Main Street, Suite 4300 Dallas, Texas 75202 Facsimile No.: (214) 651-4330 Attention: Frederick J. Fowler, Esq. or to such other address as such party shall have designated by notice so given to each other party. 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto. 6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable. 6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement. 6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.6 Remedies Cumulative<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 6.11 Count<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>No. NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”) is made between: Name of Company: Raffles Translation Services 71 Jurong West Central 3, #07-17, The Address: Centris, Singapore 648335 Tel: Tel: 6570 6028 (“Company”) (“Vendor”) (hereinafter individually known as “Party” and collectively known as “Parties”) This Agreement shall be effective from [DATE]. Company and Vendor agree as follows: 1. Definitions (a) “Activity” means the work undertaken and/or to be undertaken by the Vendor pursuant to the Vendor’s engagement by the Company. (b) “Affiliate” of a Party means any corporation or other entity that a Party directly or indirectly controls, or is controlled by or is under common control with. In this context, a Party “controls” a corporation or other entity if it owns fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control for the corporation or other entity. (c) “Confidential Information” refers to all non-public information concerning itself, its affiliates and subsidiaries, which may include, but is not limited to (i) all discussions between the Company and Vendor pursuant to and relating to the Activity, (ii) any business, marketing, human resource, financial, technical, scientific or other information in tangible or intangible form, disclosed by one Party (including its Affiliates) (hereinafter known as the “Disclosing Party”) to the other Party (including its Affiliates) (hereinafter known as the “Receiving Party”) which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties (or its Affiliates) exercising reasonable business judgment, to be confidential, specifically including the Parties’ business, finances, operations, including projections and analysis, business plans, service delivery concepts, technical know-how, patent applications, staff strength, staff records, payroll, customer lists, supplier lists, methods of operations, price lists, software code, development strategies, distribution arrangements, financial data, marketing plans, and business practices or policies. 2. Disclosure, Use Restrictions and Proprietary Rights (a) Disclosure and Use. Unless otherwise agreed by the Disclosing Party in writing, any Confidential Information received by the Receiving Party shall be retained in confidence, disclosed only to its officers, directors, employees, advisors and agents, and to its Affiliates (collectively, “Representatives”) solely on a need to know basis, and used only in connection with the Activity and not for any other purpose; provided, that such Representatives shall have agreed to be bound by obligations of confidentiality consistent with those contained in this Agreement; provided, further, that Receiving Party agrees to be responsible for any breach of this Agreement by any of its Representatives. (b) Unless otherwise agreed in writing, the Receiving Party agrees that such Confidential Information shall not be disclosed or otherwise utilized in any manner to advise o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r form the basis for providing advice to other existing and/or potential customers of the Receiving Party and/or its Representatives. (c) The Receiving Party shall exercise reasonable care to separate all Confidential Information and all information generated by the Receiving Party based thereon from all documents and other records of the Receiving Party, and shall otherwise exercise reasonable care to prevent the unauthorized use or disclosure of the Disclosing Party’s Confidential Information.. Save as the Receiving Party determines is strictly necessary for the purpose of the Activity, Confidential Information received under this Agreement shall not be copied without the prior written consent of the Disclosing Party. (d) The obligations of confidence set forth in this Agreement shall extend to any Affiliates and Representatives of the Receiving Party that have received Confidential Information. (e) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, its employees, Affiliates or Representatives and will cooperate with the Disclosing Party in every reasonable way to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (f) Exemptions. The Receiving Party shall not be bound by the obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information, or any part thereof, which: (i) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of this Agreement; (ii) was disclosed to the Receiving Party by a third party, provided such third party is not in breach of any con<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the "Agreement"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation ("CompuCom"), and ENTEX Information Services, Inc., a Delaware corporation ("Seller"). RECITALS WHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the "Asset Purchase Agreement"); WHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows: 1.1 For purposes of this Agreement, the following terms have the following meanings: (1) "Configuration" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term "Configuration" shall not include installation of a computer or related hardware at a customer site. (2) "Non-Competition Period" me<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ans the period commencing on May 12, 1999 and ending on May 11, 2000. (3) "Product" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell. (4) "Product Business" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term "Product Business" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration. (5) "Outsourcing and Professional Services" means (a) consulting, system migrations, project management, other services typically referred to as "high-end" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements. (6) "Service Accounts" means the customer accounts of Seller listed on Exhibits B and C hereto. (7) "Services" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term "Services" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers. (8) "Subsidiary," with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement. ARTICLE II AGREEMENT TO COOPERATE Subject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the ex<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rs and assigns. 5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled. 5.4 Amendment. This Agreement may be amended, modified, or supplement<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ed only by an instrument in writing signed by the parties to this Agreement. 5.5 Notices. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the date received if personally delivered, telecopied, or mailed by commercial express mail service: TO UNDERSIGNEDS: WORLD GOLF FEDERATION, INC. 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 Attn: Joseph P. Connors Joseph P. Connors, William Petmecky Kip Gundry, Troy Horton 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 TO PURCHASER: RENAISSANCE GOLF PRODUCTS, INC. 12187 South Business Park Drive, Suite 100 Draper, Utah 84020 Attn: John Hewlett or to such other address or telecopier number which either party may notify the other party as provided above. 5.6 Headings. The headings of the Sections of this Agreement are for the convenience of reference only, and do not form a part hereof, and in no way modify, interpret, or construe the meanings of the parties. 5.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one Agreement. 5.8 Waiver; Severability. The failure of any of the parties to this Agreement to require the performance of term or oblig<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Data Use and Non-Disclosure Agreement Concerning the Disclosure of Data for MICHIGAN’S TRAUMA REGISTRY The parties to this Agreement are the Michigan Department of Health and Human Services and (Reporting Entity). This Agreement is effective when the authorized representatives of each party have signed it. In accordance with this Agreement, data are provided by the Reporting Entity to the Michigan Department of Health and Human Services (MDHHS) for the Michigan Trauma Registry. The parties agree to the provisions specified in this Agreement and, as applicable, the Health Insurance Portability and Accountability Act (HIPAA), the Michigan Identity Theft Protection Act, and all other applicable public health, research, and confidentiality laws. The data elements to be provided to MDHHS under this Agreement will be consistent with the required element designated by MDHHS and as identified in the Michigan Administrative Code R. 325.125 et. seq. The data provided to MDHHS will be used only for purposes of the Michig<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>an Trauma Registry, consistent with Part 209 of the Public Health Code and the Michigan Administrative Code R 325.125 through 325.138. Data in the Michigan Trauma Registry will be disclosed to Regional Trauma Networks through access to the Michigan Trauma Registry database. Individuals granted access to the Michigan Trauma Registry database will be required to execute user agreements with MDHHS. With regard to the data disclosed to MDHHS under this Agreement, the MDHHS agrees to: 1. Use and disclose the data only in accordance with this Agreement, or as otherwise authorized by law; 2. Notify Reporting Entity within a reasonable time prior to disclosing data that is required by law so that Reporting Entity may have an opportunity to object to such disclosure if necessary; 3. Limit access<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT AND TERMS OF PARTICIPATION Table of Content 1 Eligibility ........................................................<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>..................................................................................2 2 Procedure and terms of participation ...............................................................................................3 3 Payment ..........................................................................................................................................4 4 Definition of confidential information ..............................................................................................4 5 Non-disclosure of confidential information / obligations of Mentor .................................................4 6 Discontinuation of use, return of materials ......................................................................................5 7 Notice of required disclosure ...........................................................................................................5 8 Proprietary rights, limited right to use ..............................................................................................6 9 Term ................................................................................................................................................6 10 Governing law ................................................................................................................................6 11 Jurisdiction .....................................................................................................................................6 12 Notification of unauthorised use ....................................................................................................6 13 Remedies .......................................................................................................................................7 14 Miscellaneous ................................................................................................................................7 Preamble The Organiser of the Copernicus Masters and the Copernicus Accelerator 2017 is Anwendungszentrum GmbH Oberpfaffenhofen (hereinafter “Organiser”). The Earth monitoring competition Copernicus Masters aims to support the development of market-oriented applications based on Earth observation data. In 2017, the Copernicus Masters is again enriched by the Copernicus Accelerator, a European Commission programme. Through this initiative, the 50 best finalists of the Copernicus Masters, selected by an international expert panel will automatically be granted access to a business coaching scheme provided by high-level professionals, that will act as mentors. To actively participate in the Copernicus Accelerator programme, Mentor commits to the following Non-Disclosure-Agreement and Terms of Participation. 1 Eligibility Mentor is a resident of one of the Copernicus participating countries1 or is employed with a legal identity registered in the territory of one of the Copernicus participating countries, willing to support and help develop the Ideas of the finalists of the Copernicus Masters 2017 (hereinafter “Participants”). Professionals who pursue becoming mentors need to apply via the dedicated platform, inserting all required details, which can be edited anytime by Mentor. Their request needs to be validated by the Organiser and the European Commission, who can refuse participation in case of non-eligibility or conflict of interest. After verification of all details entered, the Organiser will notify the Mentor about the outcome of his/her submission. E<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ing to KWSH within thirty (30) days that such destruction has been accomplished. Participant shall make no further use of such Confidential Information nor retain such Confidential Information in any form whatsoever. 3.4 KWSH may from time to time inform the Participant by way of a written notice that particular items of Confidential Information (as specifically or generally identified in the said notice) are not to be reproduced, in whole or in part, and/or are not to be converted, stored or transmitted in electronic or other form. 4. PERMITTED DISCLOSURE 4.1 The Participant may disclose Confidential Information: (a) with the prior written consent of KWSH but subject to any terms and/or limitations which may be imposed by KWSH for such disclosure, (b) if required to do so pursuant to law, subpoena, order of court or pursuant to other judicial or administrative process, except that the Participant shall give prompt notice of any such impending disclosure to KWSH so as to enable KWSH to take action, by way of due process of law, to prevent the disclosure of its Confidential Information; or (c) to such of its officers, employees and/or professional advisors who need to know the same for the purpose(s) of this Agreement or for seeking advice on any matter arising out of this Agreement provided that the Participant shall ensure that any of its officers, employees and professional advisors to whom Confidential I<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation is to be disclosed are made aware of and agree to abide by the terms of this Agreement before any disclosure to them is made. 5. REMEDIES 5.1 The Participant hereby acknowledges that any disclosure of Confidential Information by the Participant, except as and to the extent permitted herein, may result in irreparable injury and damage to KWSH which cannot be adequately compensated in monetary damages alone. The Participant therefore agrees that KWSH<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>hority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in ac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority. 5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession. (2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager’s designee. I agree that if I use information from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplace<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information. 9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement. (b) With respect to PCII I hereby assign to the entity owning the PCII a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This is a Non-Disclosure Agreement, effective , between (company) (hereinafter referred to as ""), with an address of , a corporation and Lyophilization Technology, Inc. (hereinafter referred to as "LTI"), a Pennsylvania corporation, with an address of 30 Indian Drive, Ivyland, PA 18974. It is recognized that it may be necessary or desirable to exchange information between and LTI for the purpose of a potential business relationship (the “Purpose”). It may be necessary for either Party to provide confidential and/or proprietary information to the other. With respect to such information, the Parties agree as follows: 1) “Proprietary Information” shall include, but not be limited to, information regarding business matters, know-how, data (technical or non-technical), product samples and specifications, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>customer information, as well as performance, sales, financial, contractual and special marketing information, ideas, technical data and concepts not previously published or otherwise disclosed to the general public, not previously available without restriction to the receiving Party or others, and which the disclosing Party desires to protect pursuant to this Non-Disclosure Agreement. 2) Proprietary Information must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend indicating that the information is deemed proprietary by the disclosing Party; and (c) delivered by letter of transmittal to the receiving Party. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually, complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar days of said oral or visual disclosures; provided, however, that Proprietary Information that is not marked or reduced to writing is protected under this Non-Disclosure Agreement if the context and manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. Neither Party shall identify information as proprietary which is not in good faith belie<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION THIS CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION (hereinafter referred to as the "Agreement") is made and entered into as of the last day and year written below by and between Phoenix International Ltd., Inc., a Florida Corporation, of 900 Winderley Place, Suite 140, Maitland, Florida 32751 ("Company"), and the following parties: <TABLE> <S> <C> CLIENT: RECIPIENT: ------------------------------------------- ------------------------------------------------------- ------------------------------------------- ------------------------------------------------------- ------------------------------------------- ------------------------------------------------------- Contact: Contact: ----------------------------------- ----------------------------------------------- Telephone: Telephone: --------------------------------- --------------------------------------------- (above party is hereinafter to as "Client") (above party is hereinafter referred to as "Recipient") </TABLE> Purpose of Agreement: Company has developed, owns, uses, or re-markets certain confidential and proprietary computer software and related documentation and materials (all of which shall collectively be referred to hereinafter as "Application Software"), which Application Software is used to process certain of Client's data pursuant to a separate license or service agreement between Company and Client. Client desires that certain of its data being processed by the Application Software be converted to another software program (hereinafter referred to as the "Conversion"), and Client desires that Recipient assist with this Conversion. In order for Recipient to perform Recipient's job functions with Client, Client desires that Recipient have access to those data files of Client and to those portions of the documentation for the Application Software which are specifically identified in Paragraph 1 below (those items identified in Paragraph 1 shall collectively be hereinafter referred to as the "Confidential Information"). Recipient, on its own behalf and on behalf of its employees, agrees to abide by the terms of this Agreement. Company and Client agree to permit Recipient to have access to the Confidential Information as requested herein by Client, but only in accordance with the terms of this Agreement. Therefore, in consideration of the premises hereof, and other good and valuable consideration not herein recited but the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Access to Confidential Information. Company and Client hereby agree to permit Recipient to have access to the Confidential Information listed below for the sole purpose of assisting Client with the Conversion, and such access is granted solely upon the terms and conditions set forth in this Agreement. This Agreement DOES NOT grant to Recipient the right to have access to any portion of the Application Software other than the documentation specifically set forth below. The Confidential Information to be disclosed is as follows: Client data files to be Deconverted: --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Application Software Documentation to be Provided to Recipient: --------------------------------------------------------<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>---------------------------------------------------------------------------------------------------------------- 2. Confidential Nature of Application Software and Confidential Information. Recipient acknowledges that the Application Software and all documentation and related materials are proprietary to Company and are confidential and constitute a valuable asset of Company, and that the data files contained in the Confidential Information are proprietary to Client and are confidential and constitute a valuable asset of Client. Recipient agrees to safeguard the Confidential Information, and Recipient shall not disclose or give access to the Confidential Information to any person or entity other than those employees of Recipient who have a need for such access in order to assist Client with Conversion. 3. Unauthorized Use. Recipient shall not make any unauthorized use or disclosure of the Confidential Information and Recipient shall promptly advise Company and Client in writing if Recipient learns of any unauthorized use or disclosure of the Confidential Information or Application Software by anyon<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION/NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT The agreement is made and entered into this 2nd day of August 2004, by and between: Bill Woo and Gateway Venture Holdings, Inc., a Nevada corporation ("Gateway"). WHEREAS, the purpose of this Agreement is to lay down the terms and conditions, and guidelines which will allow the respect and protection of each Party's respective proprietary interests. NOW THEREFORE, in considering of the various representations, mutual promises, covenants, and undertakings contemplated herein and for good valuable consideration, the value of which is acknowledged by the Parties by execution hereof, the Parties agree as follows: 1. None of the parties shall divulge to any person, (other than those whose provenance it is to know it, or with proper authority) or use any trade secrets or confidential information or any financial or trade information relating to the other, which they acquire as a result of the discussing of or the entering into agreements with each other. Each Party shall endeavor to prevent its officers, employees, agents, representatives, and associates from doing anything, which, if done by Party, would be a breach of this agreement. This restriction shall continue to apply after the expiration of this Agreement, and other Agreements entered into between the Parties, without limit in point of time, but shall cease to apply to secrets or information, which came into the public domain through no fault of the Party concerned. 2. The Parties each undertake to the other that for a period of five (5) years from the date of this Agreement, they will not, without prior written consent of the other, directly or indirectly through third parties, make or seek to make contact or communication with those Banks, Financial Institutions, government representatives, clients, investors, traders<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, associates, legal advisors and financial advisors with whom they have been placed into contact with by the other or to whom the names, addresse<|eot_id|> |
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