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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|>itted or directed by Recipient to Tudor, Pickering, Holt & Co. Securities – Canada, ULC or National Bank Financial Inc. 14. No Contract or Agreement: No contract or agreement between the Disclosing Party and Recipient providing for a Transaction shall be deemed to exist unless and until a definitive agreement with respect thereto has been executed and delivered. Unless and until such an agreement has been executed and delivered, neither the Disclosing Party nor Recipient shall have 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 a Transaction except, in the case of this Agreement, for the matters specifically agreed to herein. The Receiving Party further understands and agrees that: (i) the Disclosing Party shall be free to conduct any process with respect to any Transaction with any third party as they, in their sole discretion, shall determine, including, without limitation, negotiating with any prospective purchasers and entering into any agreement without prior notice to the Receiving Party or any other person; (ii) any procedures relating to such sale may be changed at any time without notice to the Receiving Party or to any other person; (iii) the disclosure of the Evaluation Material by the Disclosing Party does not constitute a representation or warranty regarding facts about the Disclose<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r; and (iv) the Receiving Party shall not have any claim whatsoever against the Disclosing Party arising out of or relating to a Transaction other than those as against the parties to a definitive agreement in accordance with the terms thereof. 15. Additional Potential Restrictions: Notwithstanding the foregoing, each of the Disclosing Party and Recipient agree and acknowledge that the Disclosing Party may require that the disclosure of certain Evaluation Material by the Disclosing Party to the Recipient be made conditional upon the imposition of additional confidentiality restrictions which may include areas of exclusion respecting that Evaluation Material, which additional confidentiality restrictions shall be fair and reasonable in the circumstances and which shall not restrict the provisions hereof. 16. Consent for Amendments: No provision of this Agreement may be waived or amended except by written consent of the party so waiving, which consent shall specifically refer to the provision being so amended or waived. 17. Remedies for Breach: The Recipient acknowledges and agrees that the Disclosing Party will be irreparably damaged if any provision of this Agreement is not performed by the Recipient or its Representatives in accordance with its terms and that monetary damages would not be sufficient to remedy any breach by the Recipient or its Representatives of any term or provision of this Agreement and the Recipient further agrees that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach hereof and in addition to any other remedy available at law or in equity. The Recipient further agrees to waive any requirement for the deposit of security or posting of any bond in connection with any equitable remedy. 18. Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of Alberta and both parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of Alberta for any actions, suits or proceedings arising out of the interpretation or enforcement of this Agreement (and both parties agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by personal delivery to its address set forth below shall be effective service of process for any action, suit or proceeding brought against the Recipient in any such court. Both parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of Alberta and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an <|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|>not to issue or release for publication any articles or advertising or publicity matter relating to this Agreement which mention or imply the name of the Disclosing Party any of its affiliates, or subject matter hereof, unless prior written consent is granted by the Disclosing Party subject only to Clause 7. The Receiving Party shall make such amendments to any such press release or public statement as are reasonably requested by the Disclosing Party. 9. No transfer of intellectual property right either by way of assignment or license is either granted or implied by the disclosure of Confidential Information to the Receiving Party. The fact that Confidential Information is disclosed to the Receiving Party shall not be deemed to constitute any representation, warranty or inducement by the Disclosing Party of any kind (including of its accuracy or correctness) with respect to the Confidential Information, including without limitation, which such use will not infringe on intellectual property rights of any third party. 10. The Receiving Party shall, upon the request of the Disclosing Party or upon the termination of this Agreement, return to the Disclosing Party all Confidential Information, including drawings, documents, reports and other tangible manifestations of Confidential Information received by the Receiving Party pursuant to this Agreement, together with all copies and reproductions thereof. 11. This Agreement shall be effective as of the Effective Date and shall terminate on the delivery of written notice of termination from either Party; provided, however, that the obligations of the Receiving Party under this Agreement shall remain in effect for a period of [] years from the date of termination. 12. This Agreement shall be governed and construed in accordance with the laws of India. The competent courts at [] India shall have the sole and exclusive jurisdiction over any dispute that arises in relation to this Agreement. 13. The Partner represents and covenants that its performance of this Agreement does not and will not breach any agreement it has entered into or will enter into with any third party. The Partner agrees not to enter into any written or oral agreement that conflicts with the provisions of this Agreement. 14. The individuals executing this Agreement represent and warrant that they are empowered and duly authorized execute this Agreement on behalf of the parties they represent. Each Party represents and warrants to the other Party that it is authorised to execute this Agreement and is competent to discharge the obligations under this Agreement. 15. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. 16. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining pro<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>visions shall remain in full force and effect. 17. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written. This Agreement may be amended only in writing by mutual agreement of the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the Effective Date. Signature Name Designation Organisation 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|>ed to be given hereunder shall be deemed to have been duly and properly given and delivered (a) as of the date actually hand delivered to the Party to be charged with receipt. 9. Any copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto, and sent to another Party hereto by facsimile transmission carries the full force and effect as if it were the hand delivered original. 10. This Agreement was negotiated and prepared jointly by all Parties hereto, and each Party acknowledges that they have had ample opportunity to consult legal, financial and other counsel concerning all aspects, terms and condition of this Agreement. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed a duplicate original. 11. No party shall be considered or adjudged to be in <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>violation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the spirit behind this Agreement is one of mutual trust, confidence and reliance upon each party to do what is fair and equitable. 12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof. 13. This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees. IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" ON THE DATES SET FORTH BELOW. Agreed, executed and acknowledged on 2/9/99 , 1999 /s/ Michael M. Cimino /s/ Richard Seifert 02/08/99 --------------------------------- -------------------------------- Mike Cimino for High Speed Net Richard Seifert for R J Seifert Solutions Enterprises<|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|> reasonable standard of care. Confidential Information shall be used solely for the Purpose, and the Parties agree that it shall only disclose Confidential Information to those employees and consultants who have a need to know such Confidential Information in furtherance of the Purpose. Prior to providing the Confidential Information to any employee or consultant, the receiving Party shall ensure that an executed nondisclosure agreement is in place with each employee or consultant with protections that are substantially similar to the protections in this Agreement. Prior to providing any Confidential Information to employees or consultants, the receiving Party shall notify such persons th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at such information is Confidential Information and must be kept in confidence as set forth in this Agreement. The receiving Party shall be responsible for any breach of this agreement by such Party's employees and consultants. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE OR GIVEN UNDER THIS AGREEMENT AS TO THE ACCURACY, COMPLETENESS OR CURRENT NATURE OF ANY OF THE CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT, OR ITS USEFULNESS OR FITNESS FOR PURPOSE FOR, OR USE WITH, OR IN RELATION TO THE PURPOSE. 3. The obligations of confidentiality under this Agreement shall not apply to any information that: (a) was previously known to the Parties free of any obligation to keep it confidential; (b) is or has become publicly known, through no wrongful act of either Party; (c) was rightfully received from a third party who is under no obligation of confidence to the receiving Party; (d) was independently developed by the Parties without use of Confidential Information that has been disclosed pursuant to this Agreement; or (e) was required to be disclosed in order to comply with applicable law or regulation (including without limitation for securities law purposes) or with any requirement imposed by any governmental or court order but only to the extent required. Prior to making any disclosure under subsection (e) above, the receiving Party shall: (i) immediately notify the disclosing Party of the required disclosure upon receipt of a governmental or court order; and (ii) cooperate with the disclosing Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against or limiting disclosure or use of the Confidential Information, at no cost to the Parties. 4. All Confidential Information shall remain the exclusive property of the disclosing Party. The disclosure of Confidential Information by the disclosing Party shall not constitute an express or implied grant to the receiving Party, of any rights to or under the disclosing Party’s patents, copyrights, tra<|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|>om a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER. D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request. E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER. II. RESTRICTIONS A. Except for the express written consent of OWNER, RECIPIENT agrees: 1. Not to use or disclose to another person or entity any confidential information of OWNER; 2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and 3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER. B. RECIPIENT further agrees, at the request of OWNER: 1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and 2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER. III. INTELLECTUAL PROPERTY A. Title and Copyright Assignment 1. All products and results of RECIPIENT’S services rendered hereunder (the "Work") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER. 2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world. 3. If the Work is one to which the provisions of 17 U.S.C. § 106A apply, RECIPIENT hereby waives and appoints OWNER to assert on RECIPIENT’S behalf RECIPIENT’S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for OWNER'S purposes. 4. RECIPIENT agrees to execute all papers and to perform such other proper ac<|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|>TJPA. 6. Retention Limitations; Return Of Information. Upon the earlier occurrence of: (1) the TJPA’s written request; (2) ten (10) business days after Final Completion of the Project (or for non-successful Bidders, within ten (10) business days after the award of the Trade Work subcontract); (3) upon the conclusion of the Designated Individual’s duties, association, or support to the Contractor in connection with the Project; or (4) upon the determination that the Designated Individual’s official duties do not require further access to Confidential Information, SSI, or PCII, any and all documents containing Confidential Information, SSI, or PCII in the possession of the Designated Individual shall be promptly destroyed, or, if requested by the TJPA, returned to the TJPA. Upon returning or destroying the aforementioned documents, the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Designated Individual shall sign the Affidavit of Return or Destruction in the form set forth in Section 01 35 70/AT2. The Designated Individual understands and acknowledges that for documents returned to the TJPA, it is within the TJPA’s sole discretion to determine whether to destroy or maintain any returned documents. Notwithstanding the foregoing, if required by law, the Designated Individual may retain documents containing Confidential Information, SSI, or PCII only if: (1) the TJPA is notified in writing of such retention; and (2) the Designated Individual continues to abide by the requirements of this Agreement with respect to protection of Confidential Information, SSI, or PCII. 7. Violations And Remedies. Unauthorized Disclosure: If a Contractor or any Designated Individual knows or has a reasonable belief that documents subject to the Specification have been or may be disclosed to an unauthorized person(s), the Contractor and/or Designated Individual shall immediately notify the TJPA. The TJPA shall make the final determination as to whether a violation of the Specification occurred and the course of action to address the violation. Remedies: Any Contractor or Designated Individual that violates the Specification with respect to Confidential Information, SSI and/or PCII shall, at the TJPA’s election, be subject to any of the following: (1) written reprimand of the Contractor and/or Designated Individual; (2) termination of the Contractor or Designated Individual’s access to Confidential Information, SSI, or PCII; (3) directive to the Contractor to immediately suspended the Designated Individual from performing any further work relating to the Project; (4) if a contract has been awarded, treatment of the unauthorized disclosure of Confidential Information, SSI, or PCII as a material breach of the contract, warranting the termination of the contract for cause; (5) commencement of legal proceedings for any other legal rights and remedies, including injunctive relief and monetary damages arising from the breach of contract; (6) reporting of any violation related to SSI or PCII to the Department of Homeland Security, the Transportation Security Administration, or the Department of Transportation (these agencies may also independently assess penalties and/or take corrective action as provided under Federal law, including 49 C.F.R. §§ 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/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|>ompany, 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 reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrict<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ions in clause (b) are terminated pursuant to this clause (ii)). 7. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party’s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party’s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is “backed-up” on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof. 8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company’s fiscal year ended January 28, 2012) will be held no earlier than thirty-one days after the first anniversary of the Company’s 2011 annual stockholders meeting (with respect to th<|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|>complying party will indemnify, hold harmless, and defend the other party as to any violations that the non-complying party may cause under ITAR and EAR, including but not limited to the payment of civil and criminal penalties, all costs and expenses and all reasonable attorney’s fees. 10. Equitable Remedies. Both parties acknowledge that their obligations in this Agreement are necessary and reasonable in order to protect the other’s business, and expressly agree that monetary damages would be inadequate to compensate the other for any breach of any covenant in this Agreement. Therefore, each of the parties agree and acknowledge that any such violation would cause irreparable injury to the other and that, in addition to any other remedies that may be available in law, equity, or otherwise, the injured party shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement without the necessity of proving actual damages. 11. Assignment. Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party. 12. Term. The parties shall continue to protect the secrecy of the Confidential Information for as long as the information remains confidential information or a trade secret, but for no less than five (5) years from the date the information to be kept confidential is received or the effective date of this Agreement, whichever is later. 13. No License, Grant or Waiver of Intellectual Property Rights. Except for the limited right to use Confidential Information set forth herein, Confidential Information remains the property of the originating party. The receiving party does not receive any right or license under any patents, copyrights, trade secrets, or the like of the originating party in or to the Confidential Information. The Confidential Information does not lose its status or protection as a trade secret or as confidential business information of the originating party merely by its disclosure to the receiving party pursuant to the terms of this Agreement. 14. No Warranty. Neither party makes any warranty whatsoever regarding any Confidential Information disclosed to the other. 15. Binding Effect. This writing represents the entire agreement between the parties respecting secrecy and intellectual property rights regarding the Discussions and Confidential Information to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of both parties and their successors and assigns. This Agreement may not be varied, except by a written instrument executed by both parties. 16. Severability. In the event any portion of this Agreement shall be found unlawful, unreasonable or invalid by a court of competent jurisdiction, the parties agree to accept as binding any such lesser restrictions which such court shall deem reasonable and the remainder of the Agreement shall remain in effect. 17. Waiver. Waiver of any provision or breach hereof in any instance shall not be deemed a waiver of any other past or future breach of the same provision or of any other provision of this Agreement<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. 18. Governing Law and Costs. This Agreement shall be interpreted according to, the laws of the state of Florida. In any action brought to enforce this Agreement, the prevailing party shall be entitled to the award of its reasonable attorney’s fees and court costs. 19. Notices. Any notice or other communication hereunder shall be in writing and delivered: (a) personally, (b) by express courier (overnight or two-day delivery; acknowledgement of receipt required); or (c) by facsimile transmission with a follow-up copy sent by first-class mail. 20. Confidentiality of Business Relationship. The parties agree to keep confidential the specific subject matter of the discussions, negotiations, other business explorations, or other contractual arrangements between the parties. 21. Captions. Captions are inserted for convenience of reference only and shall not be considered as being of any significance whatsoever in the construction and interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement as of the date set forth above. “TSE” “COMPANY” Sign: Sign: Print Name: Print Name: Its: Its:<|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|>pecification with respect to Confidential Information, SSI and/or PCII shall, at the TJPA’s election, be subject to any of the following: (1) written reprimand of the Contractor and/or Designated Individual; (2) termination of the Contractor or Designated Individual’s access to Confidential Information, SSI, or PCII; (3) directive to the Contractor to immediately suspended the Designated Individual from performing any further work relating to the Project; (4) if a contract has been awarded, treatment of the unauthorized disclosure of Confidential Information, SSI, or PCII as a material breach of the contract, warranting the termination of the contract for cause; (5) commencement of legal proceedings for any other legal rights and remedies, including injunctive relief and monetary damages arising from the breach of contract; (6) reporting of any violation related to SSI or PCII to the Department of Homeland Security, the Transportation Security Administration, or the Department of Transportation (these agencies may also independently assess penalties and/or take corrective action as provided under Federal law, including 49 C.F.R. §§ 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/or PCII disclosed to unauthorized persons at Contractor’s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> TJPA, the prevailing party in such legal action shall be entitled to reasonable attorney’s fees and costs. Furthermore, Contractor agrees to indemnify the TJPA for any expenses or damages (including attorney’s fees or costs) incurred by the TJPA arising out of or relating to the Contractor and/or Designated Individual’s unauthorized disclosure of Confidential Information, SSI, and/or PCII. 8. Duration And Survival Of Confidentiality Obligations. The obligations under this Agreement shall be perpetual (unless otherwise provided for herein) or until such time as the information is no longer considered Confidential Information, SSI, or PCII and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA. 9. Severability. Each provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement. 11. Modification. This Agreement may not be changed, modified, discharged, or terminated, except by an instrument in writing signed by the Executive Director of the TJPA or her designee. ACCEPTED AND AGREED: I declare under penalty of perjury under the laws of the United States that I have read, understood, and will comply, in full, with the obligations set forth under this Non-Disclosure Agreement for Bidders and Contractors. DESIGNATED INDIVIDUAL NAME: (typed/printed) CONTRACTOR: (EMPLOYER) SIGNATURE EMAIL: TITLE: DATE: ACKNOWLEDGED: The Designated Individual above is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a Designated Individual of the Contractor and is duly authorized to execute this Agreement. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. CONTRACTOR NAME: (typed/printed) SIGNATURE TITLE: DATE: ADDRESS: BUSINESS LICENSE # PHONE: CONTRACTOR’S LICENSE # EMAIL: WITNESSED: I declare under penalty of perjury under the laws of the United States that the Designated Individual identified above is person<|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 advised by counsel is legally required to be disclosed; and (d) cooperate with STI, at STI's expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Proprietary Information that is required to be disclosed. c. OWNERSHIP; WARRANTIES. Pinetree agrees that all Proprietary Material disclosed shall remain the property of STI, and nothing herein shall be construed as the grant of a license or any other right, either directly or indirectly, by implication, estoppel or otherwise, to any Proprietary Material. STI has no obligation to disclose any Proprietary Information. STI makes no representations or warranties as to the accuracy or completeness of the Proprietary Material, and shall have no liability to Pinetree or its Representatives resulting from Pinetree's use of the Proprietary Material, except as may be expressly set forth in any subsequent, definitive written agreement between the parties. This Agreement does not create an agency, partnership, joint venture or other like relationship. 5. FURTHER ASSURANCES; WAIVER. Pinetree agrees to do such further acts and to execute and deliver such additional agreements and instruments from time to time as STI may at any time reasonably request in order to assure and confirm unto STI its rights, powers and remedies conferred in the Agreement. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. 6. LAW; FORUM. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland, without regarding to its choice of law provisions. The parties further agree and consent to the exclusive jurisdiction of the courts of Maryland; thus, in the event that either party initiates an action pursuant to or otherwise governed by this Agreement, the exclusive jurisdiction of such action shall be in Maryland. Notwithstanding the foregoing, either party may enforce any judgment rendered by such court in any court of competent jurisdiction. STI may take any necessary action to compel specific performance of this Agreement or to enjoin any violation of this Agreement so that Proprietary Material is not used in any manner to harm or adversely affect STI. 7. CONSTRUCTION. If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected, and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 8. ASSIGNMENT. No rights or duties of Pinetree under this Agreement may be assigned without the prior written consent of STI. Any attempted assignment in violation of this Agreement shall be deemed null and void AB INITIO. Subject to the foregoing, this Agreement shall be binding upon the parties and their respective Representatives, successors and assigns. 9. INTEGRATION. This Agreement contains the entire agreement of the parties and supersedes all other agreements, negotiations and proposals, written and oral, between the parties concerning the above-described Proprietary Information. This Agreement may only be modified by a written document signed by authorized officers of both parties. This Agreement may be executed in two (2) or more counterparts, by manual or facsimile signature, each of which shall be an original and all of which taken together shall const<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>itute one and the same agreement. SOLOMON TECHNOLOGIES, INC. PINETREE (BARBADOS) INC. By: /S/ DAVID E. TETHER By: /S/ DR. J. GORDON MURPHY Typed Name: David E. Tether Typed Name: Dr. J. Gordon Murphy Title: President and CEO Title: President (Authorized representative) (Authorized representative) Date: July 31, 2003 Date: August 12, 2003 PINETREE (BARBADOS) INC. By: /S/ LARRY GOLDBERG Typed Name: Larry Goldberg Title: Director (Authorized Individual) Date: July 31, 2003<|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|>ted 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 “including” 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 suc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>h 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 incl<|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|>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 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 acknowledges that the other party may: (a) explore opportunities similar to the Transaction with other companies that may be competitors of the acknow<|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|>nd which are provided pursuant to this Agreement. 3. Return of Confidential Information 3.1 Upon request, the Receiving Party agrees to promptly return or destroy all originals and copies of any of the Confidential Information obtained from the Disclosing Party and thereafter the obligations of the Receiving Party under this Agreement shall be determined, save for the Receiving Party being liable for any antecedent breaches during the subsistence of this Agreement. 4. Term of the Agreement 4.1 This Agreement will take effect from the date of this Agreement. 4.2 This Agreement and the obligations of the parties hereunder shall terminate (i) upon the completion of the Project (if the Receiving Party is selected for the Project); or (ii) on the date falling three (3) years from the date of this Agreement or such other date as the parties may mutually agree in writing (if the Receiving Party is not selected for the Project. 4.3 Notwithstanding the termination pursuant to Clause 4.2 above the Receiving Party shall remain liable for all antecedent breaches during the subsistence of this Agreement. 5. Miscellaneous a. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understanding between the parties in relation to the Confidential Information. b. Any amendment, modification or variation to this Agreement may be made but subject to the written consent of both parties. c. This Agreement is binding upon the successors-in-title and assigns of each party provided that the Receiving Party may not assign its rights and obligation<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s under this Agreement without the prior written consent of the Disclosing Party. d. Time wherever mentioned in this Agreement shall be of the essence. e. No failure or delay in the performance of any part of this Agreement shall constitute a waiver of any term or provision nor will the exercise of any single or partial right, power or privilege exclude or restrict any further exercise thereof under this Agreement. f. If any provision in this Agreement may prove to be illegal or unenforceable, it shall not affect the validity and enforceability of the remaining provisions of this Agreement. g. In the event of any breach by the Receiving Party under this Agreement the Disclosing Party is entitled to all such remedies as may be granted by a court of competent jurisdiction. 5.8 Notwithstanding any term in this Agreement, both parties hereto agree to submit and adhere to the privacy laws of Malaysia governed by the Personal Data Protection Act 2010 and any other relevant statue or regulation and this shall accordingly extend to any re-enactment, modification or amendment thereto. 5.9 The Disclosing Party shall not have any liability or responsibility for errors or omissions in, or any business decisions made by the Receiving Party in reliance on, any Confidential Information disclosed under this Agreement. 6. Governing Law and Jurisdiction 6.1 This Agreement is governed by the laws of Malaysia and each of the parties irrevocably agrees that the courts of Malaysia shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement and that accordingly any suit, action or proceeding arising out of or in connection with this Agreement may be brought in such courts. IN WITNESS WHEREOF, the parties hereunto set their respective hands and seals, on the dates hereinafter set forth below. The Receiving Party The Disclosing Party (Cagamas Berhad) By: By: 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|>d planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for ut<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation,<|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|>ose and give the other party notice of the information to be so disclosed as far in advance of disclosure as may be reasonably practicable and (iv) except in the case of public disclosure with respect to any discussions or negotiations concerning a possible Transaction which is required by reason of securities laws or similar requirements related to general disclosure, if so requested by the other party, exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such information (and, in any event, if applicable, such party will reasonably cooperate with the other party to obtain such a protective order or other assurance), such efforts to obtain a protective order or confidential treatment to be at the other (requesting) party’s expense. Non-Solicitation and Non-Hire of Employees 7. Until the date that is eighteen (18) months from the date of this Agreement, you will not, without the Company’s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire or engage as a consultant, entice away or offer to enter into any contract with, or hire or engage as a consultant or enter into any contract with, during the period of employment or the 90-day period following such employment, any senior or key employee of the Company or its controlled affiliates who becomes known to you in connection with your evaluation of the Transacti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on; provided, however, that this paragraph will not prohibit you or any of your Representatives from engaging in any general advertising or general solicitation not targeted to any employees or former employees of the Company or its controlled affiliates, or from hiring any employees or former employees of the Company who respond to such solicitation. Finally, this paragraph 7 will not apply to any solicitation in the ordinary course of business initiated by one of your employees who has no knowledge of this Agreement or a potential Transaction, so long as such individual is acting without information or encouragement from any of your Representatives who does possess such knowledge. Standstill 8. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights the terms or value of which are dependent on securities of the Company. For a period of fifteen (15) months from the date of this Agreement (the “Assessment Period”), you and your Representatives (acting on behalf of you or your subsidiaries) will not, directly or indirectly, and you will cause any person or entity controlled by you or acting in concert with you not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its subsidiaries, or any securities or contract rights the terms or value of which are dependent on securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, tender offer, exchange offer, recapitalization, restructuring, liquidation, business combination, partnership, joint venture or other similar transaction involving the Company or any of its subsidiaries or any of the assets of the Company constituting a material portion of the consolidated assets of the Company and its subsidiaries, (iii) make, or in any way participate in 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 (including, for the avoidance of doubt, indirectly by means of communication with the press or media) with respect to the voting of any voting securities of the Company, (iv) 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, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in any other person that, to your knowledge at the time of your investment (after reasonable inquiry), intended to or is considering and actually does engage, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the foregoing, you will not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company, except as provided in paragraph 17 below), (vi) otherwise act, alone or in concert with others, to seek to control or influence (including, for the avoidance of doubt, indirectly by means of communication with the press or media) the management, Board of Directors or policies of the Company or otherwise seek the removal of any director or the election or appointment of any director, (vii) disclose, or direct any third-party to disclose, any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree du<|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 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mployee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion <|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|>formation, the party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in this Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential information which it does not desire to have published or disseminated. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as strict as required by this Agreement. 3. Marking. All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked. It is the intent of the Parties to mark information as confidential and/or proprietary prior to release to the Receiving Party. However, such markings may be overlooked and or disclosed verbally or visually and shall not diminish the value of its confidentiality. 4. Return of Confidential Information. All Confidential Information and any copies and extracts thereof shall be promptly returned to the disclosing party or at any time within thirty (30) days of receipt of a written request by the disclosing party for the return of such Confidential Information. If authorized by the disclosing party, such Confidential Information may be destroyed by the Receiving Party if such destruction is certified by the Receiving Party to the satisfaction of the disclosing party. 5. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license, express, implied or otherwise, for any information, discovery or im<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>provements made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement. 6. Limitation on Use and Disclosure of Confidential Information. Confidential Information shall be used solely for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships. (a) Confidential Information shall not be copied or reproduced by the Receiving Party, except for such copies as may be reasonably required for accomplishment of the purposes stated herein; (b) Confidential Information shall be disclosed only to employees, agents, and other parties 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|>t with the prior written consent of Ameren Illinois or as otherwise permitted hereunder. Each Recipient agrees to be responsible for any breach of this Agreement by its Representative. 5. Compliance with Legal Process. In the event that the Recipient is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or; in the opinion of counsel for the Recipient , by federal or state securities or other statutes, regulations or laws) to disclose any Confidential Information, the Recipient shall promptly notify Ameren Illinois of such request or requirement prior to disclosure so that Ameren Illinois may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. 6. Remedies for Breach. Ameren Illinois may seek recourse in the form of injunctive or other equitable relief to remedy or forestall any breach or threatened breach involving a violation of this agreement, including but not limited to the marketing of goods and services beyond authorized aggregation activities. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other rights and remedies available at law or in equity. 7. Responsibility for Damages to Third Parties; Litigation Costs. Ameren Illinois shall not be responsible for damages awarded due to the improper disclosure of consumer information that is adjudicated to have been caused by the Recipient’s negligence or intentional conduct. By virtue of this agreement, the Recipient assumes no liability for the improper disclosure of customer information by Ameren Illinois to parties unrelated to the Recipient or its Representatives. In the event that Ameren Illinois is a named party in a lawsuit related to the improper disclosure of customer information by the Recipient or its Representatives, Recipient will reimburse Ameren Illinois for its costs and expenses (including, without limitation, damages awarded) incurred in connection with such litigation. In the event Ameren is adjudicated to have any comparative fault, Ameren Ill<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>inois shall be responsible only for its respective share of ordered and apportioned damages. Nothing herein waives Recipient’s immunities under the Illinois Governmental Tort Immunity Act or Illinois Common Law. 8. No Further Obligations. Ameren Illinois makes no representations or warranties, express or implied, with respect to the Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information disclosed hereunder. Further, the Parties agree that this Agreement does not obligate either of the Parties to enter into any further agreements or to proceed with any possible relationship or other joint venture or transaction. 9. Term; Termination. Either of the Parties may terminate the exchange of Confidential Information under <|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|>equest, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same. 3. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 4. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. (b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided "AS IS" without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party's use of or inability to use such software and/or hardware. (c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/. (d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, pr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ovided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents. (e) This Agreement constitutes the entire agreement between the parties with respect<|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|>g disclosure and confidentiality shall continue to be binding and applicable without limit in time except and, until such information enters the public domain save and except the clause (2) herein. 8. Receiving Party agrees to return to Disclosing Party upon its written request, the Confidential Information, any copies of the Confidential Information (whether authorised or not) and any documents or items containing portions of the Confidential Information. 9. Receiving Party shall defend, indemnify and hold harmless to the Disclosing Party, its affiliates, subsidiaries, successors, assigns, officers, directors, employees, at all times, from and against any and all claims, demands, damages, assertions of liability whether civil, criminal, tortuous or of an nature whatsoever, arising out of or pertaining to or resulting from any breach of representations and warranties made by Receiving Party and/or breach of any provisions of this Agreement, but not limited to any claim from third party pursuant to any act or omission of Receiving Party in the course of discharge of its obligations under this Agreement. 10. Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement or other document or the validity, interpretation, breach or termination thereof (Dispute'), including claims seeking redress or asserting rights under applicable law, shall, be resolved amicably between the parties and in case the dispute could not be settled by mutual negotiation, then the same shall be referred to a sole arbitrator appointed by the Bank and the decision of the Arbitrator shall be final and binding on the parties. 11. This Agreement shall be governed by and construed in accordance with the laws of India, and the competent courts in Bangalore shall have jurisdiction in relation thereto. 12. Neither party shall make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of the other party. 13. This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any and all prior oral discussions and/or written Correspondence or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable. 14. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the party whose name appears below their signature. 15. No person of the Bank or the Contractors and third parties shall violate the Social media Policy of the Bank. 16. The following acts on the part of personnel of the Bank or Contractors and third parties shall be construed as violation of Social Media Policy : a. Non-adherence to the standards / guidelines in relation to Social Media Policy issued by the Bank from time to time. b. Any omission or commission which exposes the Bank to actual or potential monetary loss or otherwise, reputation loss on account of non-adherence of Soci<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>al Media related systems and procedures. IN WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives at the respective places mentioned thereto:- For and on behalf of the Offerer For and on behalf of CANARA BANK (to be signed with seal) (to be signed with seal) Designation and Office Address: Designation and Office Address: Date: Date: Place of Execution: Place of Execution:<|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 or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof. (c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body to disclose any Confidential Information, the Reviewer shall not do so without first giving the Provider written notice of such request(s) so that the Provider may seek an appropriate protective order or other confidential treatment of the Confidential Information. 4. No Representation Concerning Confidential Information. The Reviewer acknowledges and agrees that the Provider, in providing Confidential Information hereunder, makes no representation or warranty as to the accuracy or completeness of the Confidential Information and that the Provider shall have no obligation or liability to the Reviewer or its Representatives resulting from the use of contents of the Confidential Information or from any action taken or any inaction occuring in reliance on the Confidential Information. 5. No Obligation to Disclose Confidential Information. Not withstanding any provision of this Agreement, neither party shall have any obligation to furnish or otherwise disclose Confidential Information to the other Party. 6. Return/Destruction of Confidential Information. If either Party hereto determines not to proceed with the Transaction, it will immediately notify the other Party hereto in writing of that decision. Upon sending of such written notice or earlier upon the request of the Provider, all copies of Confidential Information provided to or in the possession of the Reviewer or its Representatives shall be destroyed or returned promptly to the Provider, together with (i) all copies thereof made by the Reviewer or its Representatives, and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of the Provider, the Reviewer shall provide to the Provider a written ce<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rtificate as to the return or destruction of such Confidential Information. Any oral Confidential Information will continue to be held subject to this Agreement. 7. Standstill; Non-Solicitation of Employees. (a) Buyer agrees that, for a period of one year from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will, without the prior written consent of CBL or its board of directors: (i) acquire, directly or indirectly, by purchase or otherwise, any voting securities or rights or options to acquire any voting securities, or securities or instruments convertible into voting securities, of CBL; (ii) make, or in any way participate in, directly or indirectly, any "SOLICITATION" of "PROXIES" (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of CBL; (iii) make any public announcement in connection with any of the foregoing; (iv) form, join or participate in a "GROUP" (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) otherwise attempt or join in an attempt by another person or entity that intends to attempt to gain control of CBL. In the event that Buyer becomes aware of any inadvertent acquisition of securities of CBL covered by the foregoing, Buyer shall immediately so notify CBL and as promptly as possible cause such securities to be divested in a commercially reasonable manner. (b) Buyer agrees that, for a period of two years from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will solicit for employment any executive officer or senior employee of CBL; provided, however, (i) Buyer and Buyer's subsidiaries and affiliates shall not be prohibited from employing any such individual who contacts Buyer of any of Buyer's subsidiaries or affiliates on his or her own initiative, and (ii) the foregoing restrictions shall not apply to general solicitations to hire through the use of advertising. Upon Buyer's request, CBL shall provide Buyer with a list of the names and titles of the individuals covered by this Section 7(b). 8. Amendment. No amendment, modification, or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. 9. Breach of Agreement; Indemnity. (a) In the event the Reviewer or any of its Representatives fails in any respect to comply with its obligations under this Agreement, the Reviewer shall be liable to the Provider for breac<|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|>sers in resisting that requirement. 5 Intellectual Property Rights The Recipient acknowledges that ownership of the Confidential Information including all Intellectual Property Rights in the Confidential Information remains vested in and shall vest in the Disclosers and its licensors, and that no licence or right is granted other than to the extent expressly set out in this Agreement. 6 Indemnity The Recipient shall indemnify the Disclosers from and against all and any losses, damages (i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ncluding any consequential, direct, indirect, special, incidental or punitive damages or loss or any other form of economic loss), liability, costs (including legal fees), expenses, claims (including any settlements of claims before or after issue of proceedings), actions, proceedings, judgment sums (including sums arising from consent orders or judgments) fines and penalties, however arising out of, or in connection with, the breach of this Agreement or the unauthorised disclosure or Use of any of the Confidential Information by the Recipient or by any of its Authorised Persons. 7 Equitable Relief The Recipient recognises that any breach or threatened breach of this Agreement may cause the Disclosers irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Disclosers, the Recipient acknowledges and agrees that the Disclosers is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages. 8 Delivery Up 8.1 Upon receipt by the Recipient of a written demand from the Disclosers: 8.1.1 the Recipient must return or procure the return to the Disclosers or, as the Disclosers may require, destroy or procure the destruction of any and all materials containing the Confidential Information together with all copies; 8.1.2 if the Disclosers requires, the Recipient must provide the Disclosers with a certificate or such other evidence as the Disclosers may reasonably require duly signed or executed by an officer of the Recipient confirming that the Recipient has complied with all of its obligations under this Agreement including about return, destruction and deletion of Confidential Information and media; 8.1.3 the Recipient must delete or procure the deletion of all electronic copies of Confidential Information; and 8.1.4 the Recipient must make, and procure that the Authorised Persons shall make, no further Use of the Confidential Information. 9 Entire agreement 9.1 The parties agree that this Agreement and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its su<|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|>4. EMPLOYEE further agrees not to divulge to any third party, either during his or her employment or thereafter, any confidential information conceived by him or her, disclosed by FRANKLIN, or obtained by him or her while in the employment of FRANKLIN relating in any way to any of FRANKLIN'S processes, businesses, customers, trade secrets, apparatus, products, software, packages, programs or trends in research, or to any of the inventions, discoveries, writings, programs, and improvements covered hereby, and agrees to maintain this informatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n in confidence until such time that such information has become widely known to the public or described in an issued patent or in a printed publication of wide circulation. <|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|>) becomes publicly available by other means than a breach of the confidential-ity obligations by the Receiving Party (not through fault or failure to act by the Receiving Party); (v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Infor-mation pertaining to the Parties. 2. Purpose of the Disclosure of Confidential Information The Parties will enter into discussions regarding future collaboration toward a European Funded Project in the field of [….] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the other Party or Parties] for the purpose of [identify the undertaking intended to perform or achieve]. 3. Undertakings of the Parties 3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated be-tween the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party. 3.2 The Receiving Party will not disclose and will keep confidential the information re-ceived, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Receiving Party will be responsible for ensuring that the obliga-tions of confidentiality and non-use<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Receiving Party will use the Confidential Information exclusively for the permit-ted purpose stated in clause 2 and not use the information for its own purposes or bene-fit. 3.4 The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein. 3.5 The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellec-tual property right. The Receiving Party hereby acknowledges and confirms that all exist-ing and future intellectual property rights related to the Confidential Information are exclusive<|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|>ment. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and supersedes all prior negotiations and written, oral or implied representations, warranties, commitments, offers, contracts and understandings between the parties with respect to such matters. No modification or amendment of any of the terms, conditions or provisions in this Agreement may be made otherwise than by written agreement signed by the parties hereto, except as provided in Section 6 hereof. 11. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; provided, however, that the obligat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ions herein of Samples may not be delegated or assigned, and any purported delegation or assignment by Samples in violation of this Section 11 shall be null and void. Samples hereby acknowledges and agrees that the Acquiror Companies and Related Entities, and any other entity now or hereafter owning or operating any hotel operated under the "Wyndham," "ClubHouse" or "Homegate" brand, are intended beneficiaries of the provisions hereof, notwithstanding the fact that such entities may not be parties hereto, and shall be entitled to enforce the provisions hereof as if they were parties hereto. 12. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED, AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES). 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/ ROLAND W. SAMPLES Roland W. Samples WYNDHAM HOTEL CORPORATION, a Delaware corporation By: /s/ MICHAEL SILVERMAN Name: Michael Silverman Title: Authorized Agent CLUBHOUSE HOTELS, INC. a Kansas corporation By: /s/ ROLAND W. SAMPLES Name: Roland W. Samples Title: President<|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 mana<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>gement 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 copies 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 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|>ayed) so as to ensure that the proposed approach would not result in an obligation to: 3.5.1 consult with the Takeover Panel under Note 1(d) on Rule 2.2(e) of the Takeover Code or under Practice Statement 20; or 3.5.2 make an announcement under Rule 2.2(e) of the Takeover Code. 5. RETURN OF CONFIDENTIAL INFORMATION 5.1 You shall, upon request by us at any time: 5.1.1 promptly destroy or return to us (at your option) all hard copy documents and other materials which are in a form reasonably capable of delivery containing or reflecting the Confidential Information and all copies thereof and ensure the destruction of all Derivative Information and confirm to us in writing that you have complied with this paragraph 5.1.1; and 5.1.2 ensure that where Confidential Information has not been destroyed or returned under paragraph 5.1.1, all reasonable steps are taken to erase from any computer under your control any document, disk or file to the extent containing, reflecting or generated from any Confidential Information and that, following such erasure, no steps will be taken to access or recover such material, save that you will be entitled to retain such copies of such Confidential Information (a) to the extent required by law or regulation, (b) to the extent required by your internal compliance procedures, or (c) to the extent contained as back-ups or archives as a matter of reasonable routine process on your electronic information management and communications systems or servers and for which deletion or destruction would not be reasonably practicable (provided that no step will be taken to access or recover such Confidential Information and provided that such Confidential Information shall continue to be held subject to the terms of this agreement). 5.2 Any Confidential Information which, notwithstanding paragraph 5.1 is retained, will continue to be held subject to the terms of this agreement and you shall not further use or disclose to any person any such Confidential Information. 6. CONTACT WITH US, THE JLT GROUP AND OTHERS 6.1 You shall direct all communications and questions regarding the Possible Transaction only to Geoffrey Howe, Dominic Burke or Derek Walsh of the Company or to Conor Hillery of J.P. Morgan or Tim Lewis or Katherine Moir of Clifford Chance LLP, sav<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e with prior consent from the Company. 6.2 You acknowledge and agree that any consent or authorisation required under this agreement shall only be given on our behalf by Geoffrey Howe or Derek Walsh of the Company. For the avoidance or doubt, written consent or authorisation may be provided by email. 6.3 Neither party shall (and each party shall procure that its directors, officers, employees, representatives and agents shall not) directly or indirectly, without the prior written consent of the other party, at any time during the period of 12 months from the date of this agreement: 6.3.1 except as otherwise permitted by this Agreement and subject to paragraph 6.4, initiate or knowingly engage in discussions in connection with the Possible Transaction with any shareholder, employee (including the JLT directors nominated by Jardine Matheson Holdings Limited (or its subsidiary) but excluding any other director of a Party who<|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 AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of the 1st day of April, 2003, by and between BELCAN CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New Jersey corporation ("ARC"). All initially capitalized terms not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (later defined). WHEREAS, the parties hereto are parties to a certain Stock Purchase Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant to which ARC agreed to sell to Belcan the Purchased Shares in the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Company; WHEREAS, ARC will receive valuable consideration from Belcan for the sale of the Purchased Shares in the Company and will also receive the Note as additional consideration for its covenants contained herein; WHEREAS, ARC has had access to all material and otherwise confidential information relating to the Company; WHEREAS, the Company is engaged in the business of providing on-line training to professionals in the medical arena (the "Business"); WHEREAS, Belcan would not be willing to enter into the Purchase Agreement without the agreement of ARC to execute this Non-Competition and Non-Disclosure Agreement, and Belcan has expressly conditioned its obligations under the Purchase Agreement on the entering into of this Non-Competition and Non-Disclosure Agreement. NOW, THEREFORE, in pursuance of the above and in consideration of the terms and conditions contained herein and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Non-Disclosure of the Company's Confidential Information and Trade Secrets. ARC has learned trade secrets and confidential information of the Company, including, but not limited to, the software of the Company, marketing, price information, customer lists, identities of customer contact persons, lists of prospective customers, market research, sales systems, marketing programs, budgets, pricing strategy, identity and requirements of national accounts, methods of operating, other trade secrets and confidential information regarding customers and employees of the Comp<|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. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control. 10. Warranty. Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 11. Miscellaneous. (a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought. (b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Newfoundland, Canada applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Newfoundland, Canada, shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. (c) Any failure by either party to enforce the other party’s 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. (d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. (e) Any notices or communications 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 (or such other addressee as may be furnished by a party in accordance with this paragraph). 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. (f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unrea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and design (g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other. (h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Disclosing Party Receiving Party By By Name: NPAF.CA Name: Title: Founder 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|> fees related to the termination of the Agreement. 13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible. 14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of the terms except as specifically set forth herein. 15. ASSIGNMENT: This Agreement shall not be assignable or tra<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nsferable and shall enure to the benefit of and be binding upon the Parties hereto. 16. RELATIONSHIP OF THE PARTIES: During the course of the Project, the Intern remains a student/PDF of McGill. Moreover the Intern is not an employee, agent or representative of McGill. The Intern does not become an employee of the Sponsor and will not sign any agreements with the Sponsor. Nothing in this Agreement shall make one Party the partner of another Party nor constitute one Party the agent or legal representative of another Party, or create any fiduciary relationship between them. 17. PUBLICITY: The Sponsor will<|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 other entity for the benefit of, controlled by, or under common control with, directly or indirectly, Shareholder. b) IN GENERAL. As a consequence of Shareholder's prior ownership and operation of Unitel, Inc. and employment with the Company or any of the Company's Affiliates, Shareholder has and will receive and deal with confidential information and business methods which are the exclusive property of the Company and the Company's Affiliates, including, but not limited to, its financial data, market data, business practices, pricing techniques, market development techniques, acquisition and development plans, and relationships with customers and suppliers. Shareholder further acknowledges that the confidential information acquired from the Merged Companies or the Company or the Company's Affiliates are of such a value and nature as to make it reasonable and necessary for the protection of the Company and the Company's Affiliates that Shareholder not Compete with the Company or the Company's Affiliates within the area and for a period of time hereinafter set forth, and that the Company and the Company's Affiliates will be irreparably injured, and the value of their capital stock and goodwill irreparably damaged, if Shareholder were to use or disclose any of the confidential information concerning the Company or the Company's Affiliates which Shareholder has acquired or will acquire, or if Shareholder were to Compete with the Company or any of the Company's Affiliates. Accordingly, except as hereinafter set forth, Shareholder represents, warrants, covenants and agrees that during the Restricted Period, neither Shareholder nor Shareholder's Affiliates will Compete with the Company or any of the Company's Affiliates in the Restricted Area. Without limiting the generality of the foregoing restrictive covenant, Shareholder further represents, warrants, covenants and agrees that neither Shareholder nor any of Shareholder's Affiliates will, during the Restricted Period: (i) promote the business of any person or entity engaged in a business which Competes with the Company or any of the Company's Affiliates; (ii) solicit, divert or take away or attempt to solicit, divert or take away any of the Company's or any of the Company's Affiliate's customers, distributors, suppliers or patronage; (iii) attempt to seek or cause any of the Company's or any of the Company's Affiliates clients or customers to refrain from patronizing the Company or any of the Company's Affiliates; or (iv) employ or engage or attempt to employ or engage in any capacity any person employed or contracted by the Company or any of the Company's Affiliates at the date of termination of Shareholder's employment with the Company and any of the Company's Affiliates. c) REASONABLENESS OF RESTRICTIONS. Shareholder acknowledges that: (i) Shareholder's experience and capabilities are such that the provisions of this Section 1 will not prevent Shareholder from earning a livelihood; (ii) the services to be rendered by Shareholder to the Company and the Company's Affiliates are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in this Section 1 and Section 2 are reasonable and necessary for the protection of the Company and the Company's Affiliates; and (iv) the Company and the Company's Affiliates cannot be adequately compensated with monetary damages for any violation by Shareholder of any of the provisions of this Section 1 and/or Section 2. Accordingly, Shareholder agrees and consents that if Shareholder violates any of the prov<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>isions contained in this Section 1 or Section 2, the Company and the Company's Affiliates will be entitled to seek injunctive from any court of competent jurisdiction, without bond, restraining Shareholder from committing or continuing any violation of this Section 1 or Section 2. The Company and the Company's Affiliates will also be entitled to any other remedies they may have at law, in equity, under this Agreement, or otherwise. d) SUSPENSION OF RESTRICTED PERIOD. In the event Shareholder breaches any obligations, representations, warranties or covenants as set forth herein, the Restricted Period will be tolled from the date of the breach until such time as the violation(s) ceases, and the Restricted Period extended for a period equal to the period of breach. e) SEVERABILITY. Shareholder agrees that each of the covenants set forth in this Section 1 and in Section 2 is a separate and distinct covenant, independent of others and any other provision of this Agreement, and that the illegality or invalidity of any one, or more of the covenants or any part of one or more of them, will not render the others illegal or invalid. If the invalidity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants, the<|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|>iate and irreparable damage to the City, and so the City will, in addition to any other rights to relief, be entitled to the remedies of specific performance and injunctive or other equitable relief in respect of any actual or threatened breach of this Agreement, without proof of actual damages or the inadequacy of monetary damages. 8.0 General 8.1 Upon the request at any time of the City, the Recipient will promptly destroy all Confidential Material and any copies or reproductions thereof in the Recipient’s possession or under its control or in the possession or under the control of any of the Recipient’s Team, and will certify in writing such destruction or return of all Confidential Material. If compliance with the fore<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>going would violate any applicable law or regulation, then such information may be retained provided that it is not used for any purpose other than to evidence the Recipient’s compliance with such law or regulation, and such retained information must be maintained in confidence as set forth in this Agreement. 8.2 Neither party has an obligation under this Agreement to enter into any other business relationship with the other party. 8.3 The Recipient will not, without the written consent of the City, disclose to any third party either the fact that discussions or negotiations are taking place concerning the Transactions or any of the terms, conditions or other facts with respect to the Transactions including the status thereof or the subject matter of this Agreement, provided, however, that nothing herein will prevent the Recipient from making such disclosure (a) on a confidential basis to any of the Recipient’s Team to the extent such person needs to know such information strictly for the Purpose, or (b) in order to comply with the requirements of applicable securities or other laws. 8.4 No waiver, addition to or amendment of this Agreement will be effective unless made in writing signed by authorized signatories of the parties and expressly stated to be a waiver, addition to or amendment of this Agreement. This Agreement states the entire agreement between the parties as to its subject matter and merges and supersedes all previous communications with respect to their obligations hereunder, and the provisions hereof will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 8.5 This Agreement will be governed by and interpreted and construed in accordance with the laws prevailing in the Province of British Columbia and the Recipient irrevocably attorns to the exclusive jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover in relation to the interpretation and enforcement of this Agreement. 8.6 If the Recipient agrees to the terms and conditions of this Agreement the Recipient is required to sign 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|> courts. 16. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dollar Tree and Selling Shareholder agree that at least two (2) completely executed counterparts of this Agreement shall be delivered to Dollar Tree and at least two (2) completely executed counterparts of this Agreement shall be delivered to Selling Shareholder. 17. HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 18. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties. 19. CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word "including" shall mean including without limitation. 20. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed as giving any person, firm, corporation, or other entity, other than the parties who are signatory hereto and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement under their hand and seal as of the date first hereinabove set forth. ------------------------------ [Name] Selling Shareholder DOLLAR TREE STORES, INC. By ------------------------- Name: Title: DOLLAR TREE WEST, INC. By ------------------------- Name: Title: State of City/County of The foregoing instrument was acknowledged before me this day of , 1998, by as Selling Shareholder. ------------------------------------- Notary Public My commission expires: Commonwealth of Virginia City of The foregoing instrument was acknowledged before me this day of , 1998, by as the of Dollar Tree Stores, Inc., a Virginia corporation, on behalf of such corporation, and as the of Dollar Tree West, Inc., a California corporation, on behalf of such<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> corporation. -------------------------------------- Notary Public My commission expires: --------------------<|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|>ll use the Confidential Information provided to it by or on behalf of the Disclosing Party solely for the purpose of evaluating a possible Transaction. The Receiving Party shall keep the Confidential Information provided to it by the Disclosing Party confidential and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential Information provided to it by the Disclosing Party to which the Disclosing Party gives its prior written consent, and (ii) any information contained in the Confidential Information provided by the Disclosing Party may be disclosed to the Receiving Party’s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information confidential. Each Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives. 4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the other Party, or except as a Party is advised by counsel is required by applicable law, regulation or legal process, neither Party nor any of its Representatives shall (i) disclose to any other person that it has received Confidential Information from the other Party, or (ii) disclose to any person that discussions or negotiations are taking place between the Parties concerning a possible Transaction, including the status of such discussions or negotiations. 5. Return of Confidential Information. Promptly upon the written request of the Disclosing Party, the Receiving Party shall return all copies of the Confidential Information provided by or on behalf of the Disclosing Party to the Disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing Party, and all other Confidential Information (including, without limitation, all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or extracts, copies and other reproductions thereof or other documents prepared by the Receiving Party or its Representatives that contain or reflect such Confidential Information) shall be destroyed. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain (subject to the terms of this Agreement) copies of the Confidential Information to the extent that such retention is required by applicable law or regulation. 6. Subpoena or Court Order. In the event that a Party or anyone to whom it discloses the Confidential Information provided to it by or on behalf of the Disclosing Party receives a request to disclose all or any part of the Confidential Information provided to it by or on behalf of the Disclosing Party pursuant to applicable law or regulation or under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, such Party shall (provided that such is legally permitted) (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request, (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information as such Party is advised by counsel is legally required to be disclosed, and (iv) reasonably cooperate with the Disclosing Party in its efforts to obtain a protective order to prevent the Confidential Information from being disclosed or such other order or other reliable assurance that confidential treatment will be afforded to such portion of the Confidential Information that is required to be disclosed. 7. Disclaimer of Warranty. None of the Parties or their Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information provided to the other Party. The Parties and their Representatives shall have no liability to each other resulting from a Party’s use of the Confidential Information, except as may be expressly set forth in a definitive written agreement between the Parties with respect to a Transaction, in accordance with the terms thereof. 8. Definitive Agreement. Unless and until a definitive written agreement between the Parties with respect to a Transaction has been executed and delivered, neither Party shall be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. 9. Applicable Securities Laws. Each Party hereby acknowledges that some or all of the Confidential Information is likely to constitute material, non-public information. Each Party hereby represents and warrants that it is aware (and that it shall advise its Representatives who are not already aware) that United States and other applicable securities laws prohibit any person who has material, non-public information concerning a publi<|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|>ly. e. Recipient shall have the right to use Confidential Information solely for the purpose(s) specified within this agreement [“Permitted Purpose(s)”]. f. Recipient shall disclose Confidential Information only to those of its employees who have a need to know such information for the Permitted Purpose(s). g. Confidential Information shall not include any information that recipient can demonstrate: 1. was in Recipient’s possession without confidentiality restriction prior to disclosure by Discloser hereunder; 2. was generally known in the trade or business practiced by Discloser at the time of disclosure through no act of Recipient; 3. has come into the possession of Recipient without confidentiality restrictions from a third party and such third party is under no obligation to Discloser to maintain the confidentiality of such information; or 4. was developed by Recipient independently of and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>without reference to Confidential Information. 5. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement. h. Recipient agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish the Permitted Purpose(s). The Confidential Information shall not be disclosed or revealed to anyone except employees of Recipient who have a need to know the information for evaluation in connection with the described Permitted Purpose(s) and who are aware of their obligations under this Agreement to maintain the Confidential Information as confidential. i. Recipient agrees to accept the Confidential Information and to employ all reasonable efforts to maintain the Confidential Information as confidential, such efforts to be no less than the degree of care employed by Recipient to preserve and safeguard its own confidential information; provided however, that such efforts shall not be less than a reasonable degree of care. j. Recipient shall not remove any proprietary rights legend from, and shall upon Discloser’s reasonable request, add proprietary rights legends to, materials disclosing or embodying Confidential Information. k. Vendor acknowledges and agrees that Ball State University is a state agency subject to the provisions of the Indiana Open Records law, I.C. 5-14-et seq., and that disclosure of some or all of confidential information provided pursuant to this Agreement, and of the Agreement itself, may be compelled pursuant to that law. In the event that Recipient is required by the Indiana Open Records Act, or any other law, to disclose Discloser’s Confidential Information, Recipient shall promptly notify Discloser, consult with Discloser regarding whether there are legitimate grounds to narrow or contest such disclosure, and only disclose that information that the University, in the opinion of legal counsel, is legally obligated to disclose. l. Discloser understands that Recipient develops and acquires technology for its own products and/or internal applications, and that existing or planned technology independently developed or acquired by Recipient may contain ideas and concepts similar or identical to those contained in Discloser’s Confidential Information. Discloser agrees that entering this Agreement shall not preclude Recipient from developing or acquiring technology similar to Discloser’s without obligations to Discloser, provided Recipient does not use the Confidential Information to develop such technology. m. Ball State University’s Confidential Information will not be introduced in any future products marketed by the other party to this Agreement. n. Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including but not limited to, a development, consulting, purchasing or technology licensing agreement. 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|>nd disclosure of ImagicTV's confidential proprietary information and intellectual property; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows: I. Confidential Information For purposes of this Agreement, "Confidential Information" shall mean the information, data, know-how, trade secrets, strategic and development plans, business plans, co-developer identities, data, business records, customer lists, any and all versions of software and related documentation, and all other information and documentation which is related to ImagicTV's DTV Manager System and NBTel's systems and operations which may be disclosed between each party or to which either party may be provided access by the other party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Program, which is not generally available to the public. II. Exceptions "Confidential Information" will not include information which the receiving party can establish (a) was, on the date of this Agreement, generally known to the public; or (b) became generally known to the public after the date of this Agreement other than as a result of the act or omission of the receiving party; or (c) was rightfully known to the receiving party prior to that party's leaming or receiving the same from the other party; or (d) is or was disclosed by the disclosing party to third parties generally without restrictions; or (e) the receiving party lawfully received from a third party without the third party's breach of agreement or obligation of trust; or (f) was independently developed by the receiving party; or (g) was disclosed pursuant to the order of a court or other government body, or as required by law. III. Intellectual Property For the purposes of this Agreement, "Intellectual Property" shall mean any and all intellectual property to which the disclosing party has proprietary rights and may include "Confidential Information" which is related to ImagicTV's DTV Manager System and NBTel's operations and systems, which may be disclosed between each party or to which either party may be provided access by the other party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Program. IV. Nondisclosure Obligations Each party considers all of its Confidential Information and Intellectual Property to be propriety. All of the disclosing party's Confidential Information and Intellectual Property shall at all times, and throughout the world, remain the property of the disclosing party exclusively, and all applicable righ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ts in patents, copyrights and trade secrets shall remain in the disclosing party exclusively. The receiving party promises and agrees to receive and hold the Confidential Information and Intellectual Property in confidence. Without limiting the generality of the foregoing, the receiving party further promises and agrees: (a) to protect and safeguard the Confidential Information and Intellectual Property against unauthorized use, publication or disclosure; (b) not to use any of the Confidential Information and Intellectual Property except for the Program; (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information and Intellectual Property except as specifically authorized by disclosing party in accordance with this Agreement. (d) not to use any Confidential Information and Intellectual Property to compete or obtain advantage vis a vis disclosing party in any commercial activity contemplated by the parties in connection with the Program; (e) to restrict access to the Confidential Information and Intellectual Property to those of its officers, directors, and employees who clearly need such access to carry out the Program; (f) to advise each of the persons to whom it provides access to any of the Confidential Information and Intellectual Proper<|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|>name. The Parties shall mutually approve all promotional material used by Master Distributor in connection with the distribution and marketing of the Products to ensure that Master Distributor properly uses the Marks. 8. Protection Against Infringement. Master Distributor agrees to cooperate fully with Company to protect company's proprietary rights in the Intellectual Property, yet acknowledges and agrees that Company shall have the sole right, opportunity and duty to protect the Intellectual Property from legal action or suit for infringement thereof, and Master Distributor shall not respond, contest, settle, or otherwise conduct any proceedings or handle any claims without prior consultation with and written approval from Company, unless a response is necessary to avoid compromising the rights of Company in such proceedings or with regard to such claims. 9. No Registration without Notice. Master Distributor agrees it will not, without the prior written consent of Company, directly or indirectly register, apply for registration, or attempt to acquire any legal protection for any of the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Intellectual Property or the Products or any proprietary rights therein, or take any other action which may adversely affect Company's right, title, or interest in or to the Intellectual Property or the Products in any nation or state within the Territory. 10. No Challenges. Master Distributor shall not challenge, directly or indirectly, the right, title, and interest of Company in and to the Proprietary Information, Intellectual Property and Products, nor the validity or enforceability of Company's claimed rights therein under the laws of any nation or state within the Territory. 11. No Warranty of Intellectual Prop. Company expressly disclaims and makes no warranty, promise or representation that the Intellectual Property does not infringe upon the proprietary rights of third parties under the laws of the nations and states in the Territory. 12. Termination upon Breach. Master Distributor acknowledges that in the event of a breach by Master Distributor of its obligations under this Agreement or the Master Distributorship Agreement, Company may immediately terminate this Agreement and the Master Distribution Agreement without liability and may bring appropriate legal action to enjoin any breach of this Agreement, and shall be entitled to recover from Master Distributor legal fees and costs in addition to other appropriate legal and equitable relief in any nation or state within the Territory. 13. No Recourse for Loss Caused by Intellectual Property. Master Distributor shall have no recourse against Company for any loss, liability, damages or costs which may at any time be suffered or incurred by Master Distributor by reason of, or in reliance upon, any of the Intellectual Property furnished hereunder by Company, or by reason of any suit or proceeding against Master Distributor on account of any Intellectual Property, or by reason of the defense of any such suit or proceeding, unless such loss, liability, damages or costs are caused by gross negligence or fraud of Company. 14. Covenants/Severability. Master Distributor recognizes and agrees: (i) that the covenants and agreements contained in Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement are of the essence of this Agreement; (ii) that each of such covenants is reasonable and necessary to protect and preserve the interests and properties of the Company and the Business of Company; (iii) that irreparable loss and damage will be suffered by Company should Master Distributor breach any of such covenants and agreements; (iv) that each of such covenants and agreements is separate, distinct and severable from the other and remaining provisions of this Agreement; (v) that, if any such covenant is found by a court of competent jurisdiction to be over broad in any respect, Master Distributor desires and directs that such covenant be amended by such court to a reasonable breadth; (vi) that, in addition to other remedies available to it, Company shall be entitled to both temporary and permanent injunctions to prevent a breach or contemplated breach by Master Distributor of any of such covenants or agreements; (vii) that the prevailing party s ' hall be reimbursed for any costs or expenses (including reasonable attorneys' fees) in attempting to enforce or defend against any such covenants; and (viii) in the event Company seeks a temporary or preliminary injunction hereunder, Master Distributor hereby waives any requirement that Company post a bond or other security. 15, Binding Effect. This Agreement shall ensure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, assigns, and legal representatives. 16. Governing Law, Forum for Litigation. This Agreement shall be interpreted and governed by the laws of the State of Sout<|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 Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party; v. or is required to be disclosed, retained or maintained by law or any regulation or any governmental organization. Confidential Information may also be handed out by a third party appointed by the Disclosing Party (i.e. manufacturer). 2. Both Parties shall I. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party´s own Information of like importance which is to be kept confidential; Confidential II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose; III. use the Information only for the Business Purpose unless the Disclosing Party gives its prior written consent to such Information being used for some other agreed purpose; IV. keep the Information, relating to the Disclosing Party, and any copies thereof secure and in such way so as to prevent unauthorized access by any third party, nor make any copies of it or reproduce it in any form; V. ensure that its employees and advisers comply with the obligations of non-disclosure arising from this Agreement; 3. Either Party shall have the right to refuse to accept any Information under this Agreement prior to any disclosure and nothing herein shall obligate either Party to disclose any particular Information. 4. All Information exchanged between the Parties pursuant to this Agreement shall upon respective request of the Disclosing Party either be returned to the Disclosing Party or be destroyed. On request the Receiving Party shall supply a written certificate signed by any of its directors confirming the destruction of the Information. 5. The Information, relating to the other party, shall remain the property of such other party (as Disclosing Party) and its disclosure shall not confer on the other party (as Receiving Party) any rights. No license is hereby granted by either party to the other party, directly or indirectly, under any patent, trademark, trade secret or other intellectual property. 6. The Parties disclaim any warranty for the correctness and completeness (including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement) regarding Information under this Agreement. 7. The Agreement shall continue in force for three years from the signing of this Agreement. Thereafter it shall automatically continue unless terminated upon thirty days prior notice in writing. The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years. 8. This Agreement shall be governed and construed by the laws of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Singapore, without regard to any conflict of law principles leading to the application of the laws of any other jurisdiction. The Parties hereby submit to the exclusive jurisdiction of the courts of Singapore. 9. If any of the provisions of this Agreement are or become wholly or part<|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|>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 he<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rewith 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 DELAW<|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|>PIERCING PAGODA, INC. 3910 Adler Place Post Office Box 25007 Lehigh Valley, Pa 18002 MUTUAL NON-DISCLOSURE AGREEMENT This Agreement, made as of March 28, 2000 (the Effective Date), by and between Piercing Pagoda, Inc., a Delaware corporation (including its <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>affiliates and their respective successors, transferees and permitted assigns, "PPI"), and the undersigned (including its affiliates and their respective successors, transferees and permitted assigns, "Company") in connection with, our consideration of a possible business transaction (the "Stated Purpose") each party may disclose certain of its proprietary and confidential information to the other 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|>ret laws and any other applicable laws. For avoidance of doubt, the parties acknowledge and agree that, in the event a court of competent jurisdiction determines that information the disclosing party deems to be a trade secret is not a trade secret under applicable law, such information will nevertheless be deemed to be Confidential Information for purposes hereof, provided such information falls within the description set forth in Section 1(a). (c) Notwithstanding the foregoing, “Confidential Information” shall not mean information that, as demonstrated by the receiving party, is (i) in the public domain prior to the date of this Agreement through no wrongful act of the receiving party or its agents or employees, (ii) independently developed by the receiving party without any use of, or reference to, Confidential Information, (iii) rightfully furnished to the receiving party by any third party without violation or breach of any confidentiality restriction, or (iv) authorized in writing for release by the disclosing party. 2. Obligations Regarding Confidential Information. (a) Subject to the Tennessee Public Records Act, Section 10-7-5-1 et seq., at all times during the term of this Agreement and thereafter, the receiving party shall: (i) refrain from disclosing, directly or indirectly, any Confidential Information of the disclosing party to third parties, and hold all Confidential Information received from the disclosing party in trust and strict confidence, subject to the terms of this Agreement; (ii) take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the disclosing party’s Confidential Information and avoid disclosure, loss or misuse of the Co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nfidential Information; and (iii) refrain from using any of the disclosing party’s Confidential Information for any purpose not specified hereunder (including, without limitation, in its own business or for its own benefit) without the prior written consent of the disclosing party. (b) Subject to the Tennessee Public Records Act, Section 10-7-5-1 et seq.,without the written consent of the disclosing party, the receiving party will not disclose the disclosing party’s Confidential Information to any person other than the receiving party’s officers, directors, owners, employees, agents and representatives (i) with a valid need to know such Confidential Information and (ii) that have an enforceable agreement with the receiving party containing confidentiality obligations substantially similar to those terms and conditions applicable to the receiving party under this Agreement. (c) In the event that the receiving party is legally required to disclose any Confidential Information of the disclosing party, the receiving party shall give the disclosing party prompt written notice of such request or requirement so that the disclosing party may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and the receiving party will reasonably cooperate with the disclosing party (at the disclosing party’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained or the disclosing party waives compliance with the relevant provisions of this Agreement, the receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed. (d) The receiving party shall give prompt written notice to the disclosing party upon discovery of any loss, misuse, misappropriation or disclosure of the disclosing party’s Confidential Information, and will reasonably cooperate with the disclosing party to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Upon the disclosing party’s request, all documents, materials and other items containing the disclosing party’s Confidential Information (including without limitation, all originals, copies, and reproductions of the Confidential Information) shall be promptly returned to the disclosing party without retaining a copy thereof, and the receiving party shall provide a certification, signed by an officer, as to the completeness of the return of such materials. Upon such request, the receiving party also shall destroy all documents, materials and other items embodying or summarizing the disclosing party’s Confidential Information in whatever format, and shall provide a similar certification as to the completeness of the destruction of such materials. Compliance with this Subsection 2(e) shall not relieve the receiving party of its obligations under this Agreement. 3. Ownership. The disclosing party’s Confidential Information shall remain the property of the disclosing party. No license under any patent, trademark, copyright or other intellectual property or proprietary right is granted or implied to any information furnished by or on behalf of either party to the other party, whether or not Confidential Information. Each party acknowledges that the other party’s Confidential Information is highly valuable, confidential and proprietary to the other party and has been developed through the investment of significant time, effort and expense, and that maintaining the confidentiality of this Confidential Information is essential for the general successful operations of TTU and Company. 4. Miscellaneous. (a) Neither the holding of discussions nor the exchange of material or Confidential Information shall be construed as (i) obligating a party to enter into any agreement with the other party hereto; (ii) a commitment or obligation by a party to develop, sell or contract with respect to any <|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|>oup, individual or other entity. The term “Evaluation Material” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other 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. Th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e 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,<|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 this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>is not directed specifically to any such employees; provided, that nothing in this Section 1 shall prevent Kennedy or any of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company before the Merger, (ii) any employee whose employment has been terminated by the Company after the Merger one-hundred eighty (180) days from the date of termination of employment; or (iii) Jesse Miramontes (a current employee of the Company) and any Kennedy family member (including, without limitation, Nancy Kennedy (wife) or John C. Kennedy, IV (son) who are currently employed by the Company). (c) During the Restricted Period, Kennedy shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) During the Restricted Period, Kennedy shall provide written notice as soon as reasonably possible (it being agreed that ninety (90) days prior written notice is acceptable) before (i) Kennedy or any of his Affiliates begin to engage in the Company Business excluding the medical device business or (ii) Kennedy or any of his Affiliates enter into a transaction to acquire the stock or substantially all of the assets of any Person that engages in the Company Business excluding the medical device business. (e) Kennedy acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company. In the event that any covenant contained in this Section should ever be adjudicated to exceed the time, geographic, product, or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant 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|>nsultations with personnel or authorized representatives of NYNEX; (ii) supplying NYNEX with products or services at its order; (iii) preparing bids, estimates and proposals for submission to NYNEX; and (iv) any other purpose which NYNEX may authorize in writing; (c) shall not be used by CONSULTANT for any purposes other than those set forth herein, without the experts prior written permission of NYNEX; (d) shall be held by CONSULTANT in the strictest confidence, and shall be treated by it with the same degree of care to avoid disclosure to any third party as is used with respect to CONSULTANT'S own information of like importance, or, a minimum, shall be treated with a reasonable degree of care to avoid any such disclosure. CONSULTANT shall be liable for the disclosure of Confidential Information of NYNEX if such care is not used. The burden shall be upon CONSULTANT to show that such care, in fact, was used; and (e) Confidential Information is hereby acknowledged by CONSULTANT to be the sole property of NYNEX and shall be returned to NYNEX (including, without limitation, all materials, documents, drawings, models, apparatus, sketches, designs, specifications and lists, encompassing or evidencing same or related thereto, and all copies/formats thereof), within seven (7) days after receipt by CONSULTANT of a written request from NYNEX setting forth the Confidential Information to be returned. Upon receipt of such request, CONSULTANT also shall erase or destroy any such Confidential Information in any computer memory or data storage apparatus. 3. The obligations set forth in Paragraph 2 hereof shall not apply, or shall terminate, with respect to any particular portion of NYNEX Confidential Information which: (a) was in CONSULTANT's possession, free of any obligation of confidence, prior to receipt from NYNEX, as proven by CONSULTANT's written records; provided, however, that CONSULTANT immediately informs NYNEX, in writing, to establish its prior possession; (b) is already in the public domain at the time NYNEX communicates it to CONSULTANT, or becomes available to the public through no breach of this Non-Disclosure Agreement by CONSULTANT; (c) is received independently from a third party free to disclose such information to CONSULTANT; (d) is developed by CONSULTANT, independently of and without reference to any Confidential Information of NYNEX or any other information that NYNEX has disclosed in confidence to any third party, as proven by CONSULTANT's written records; (e) is disclosed by CONSULTANT to a third party, with the express prior written permission of NYNEX; (f) is disclosed by CONSULTANT in order to satisfy any legal requirement of any competent government body; provided, however, that immediately upon CONSULTANT's receipt of any such request, CONSULTANT shall first advise NYNEX of same before making any disclosure to such body, so that NYNEX may either interpose an objection to such disclosure before such body, or take action to assure confidential handling of the Confidential Information by such body, or take other action to protect the Confidential Information which NYNEX deems appropriate under the circumstances; or (g) in any event, five (5) years after the date of execution of this Non-Disclosure Agreement. 4. Nothing contained in this Non-Disclosure shall be construed as obligating NYNEX to disclose any particular information to CONSULTANT. 5. Nothing contained in this Non-Disclosure Agreement shall be construed as granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by license or otherwise, to<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Confidential Information of NYNEX or any other material, information or data, or any invention, discovery, improvement or product conceived, made or acquired prior to, on or after the date of this Non-Disclosure Agreement. 6. CONSULTANT warrants and represents that CONSULTANT has bound its employees, agents and subcontractors to the terms and conditions of this Agreement or that each and every employee, agent or subcontractor has personally executed a Non-Disclosure Agreement containing terms and conditions no less stringent than the terms and conditions contained herein; and furthermore CONSULTANT hereby agrees to indemnify, hold harmless and defend NYNEX from and against any loss, cost, damage, expense or claim arising out of any breach of this provision or the failure of CONSULTANT or its employees, agents or subcontractors to protect such Confidential Information. 7. This Non-Disclosure Agreement shall become effective upon the day and year first written, and shall remain in effect until terminated in writing by either party. Notwithstanding any such termination, the rights and obligations with respect to the disclosure of Confidential Information set forth herein shall survive the termination of this Non-Disclosure Agreement. 8. CONSULTANT further agrees that it shall not, without the prior written consent of NYNEX, make any news release, public announcement, or denial or confirmation of all or any part of the discussions or negotiations, or in any manner advertise or publish the fact that the parties have entered into discussions or negotiations with each other, or disclose any details connected with such discussions or negotiations to any third party, including any disclosure with respect to this Non-Disclosure Agreement, the negotiations culminating herein, or any phase of any program hereunder. 9. No term or provision of this Non-Disclosure Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to waiver of, or be cause for, any other, different or subsequent breach. 10. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of New York. ASSESSMENT SYSTEMS, INC. NYNEX By: /s/ Eli Salig By: /s/ Harold Bell Name: ELI SALIG Name: HAROLD BELL print print Title: EVP Title: DIRECTOR Date: 10 MAY 1996 Date: 5/14/96 ACCEPTANCE SHALL BE INDICATED BY (1) SIGNING AND (2) RETURNING DUPLICATE Assessment Systems, Inc. Telesector Resources Group, Inc 780 Third Avenue, 22nd floor (A NYNEX Company) New York, N.Y. 10017 240 East 38th Street, 15th floor Attn: Mr. Bernard Reynolds New York, N.Y. 10016 Attn: Mr. Sean Mahoney - SPL SERVICE: Testing, assessment and interview process of additional field personnel. Telesector Resources Group, Inc., (herein after referred to as <|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|> described in §1(a)(i), above; (iii) all CEII (as such term is defined below and only if CEII is exchanged under this Non-Disclosure Agreement); (iv) all Personal Information (as defined in the ISA Exhibit and only if Personal Information is exchanged under this Non-Disclosure Agreement); and (v) all Customer Information (as such term in is defined below and only if Customer Information is exchanged under this Non-Disclosure Agreement). (b) The term “Recipient” means a Party to whom the other Party or its Representatives discloses Information. (c) The term “Disclosing Party” means the Party disclosing Information in its possession, or on whose behalf I<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation is disclosed, to a Recipient. (d) The term “Representative(s)” means the Affiliates of a Party and the officers, directors, members, managers, employees, contractors, legal advisors, financial advisors and representatives of such Party and its Affiliates. (e) The term “Affiliate” means any Person controlling, controlled by, or under common control with, any other Person; “control” shall mean the ownership of, with right to vote, 50% or more of the outstanding voting securities, equity, membership interests, or equivalent, of such Person. (f) The term “Customer Information” includes, but is not limited to, one or more National Grid customers’ names, addresses, account numbers, billing information, load information, and usage information. (g) The term “Person” includes any natural person, individual, firm, corporation, company, partnership (general or limited), limited liability company, business trust, joint venture, consortium, government or political subdivision, or any agency, instrumentality, or authority of any government or political subdivision, or other entity or association. §2. Permitted Disclosure, Personal Information and Critical Energy/Electric Infrastructure Information. (a) Recipient shall receive all Information in strict confidence, shall exercise reasonable care to maintain the confidentiality and secrecy of the Information, and, except to the extent expressly permitted by this Non-Disclosure Agreement, shall not divulge Information to any third party without the prior written consent of Disclosing Party. The foregoing notwithstanding, Recipient may disclose Information to its Representatives to the extent each such Representative has a need to know such Information for the Purpose contemplated by this Non-Disclosure Agreement and agrees to observe and comply with the obligations of Recipient under this Non-Disclosure Agreement with regard to such Information. Recipient shall immediately notify Disclosing Party regarding, and shall be responsible hereunder for, any breach of the terms of this Non-Disclosure Agreement to the extent caused by its Representatives. (b) The Parties acknowledge that Information and/or data disclosed under this Non-Disclosure Agreement may include Personal Information (as such term is defined in the ISA Exhibit attached hereto). To the extent Personal Information is disclosed under this Non-Disclosure Agreement, the Parties obligations shall be governed by the Information Security Addendum (attached hereto as the ISA Exhibit) which is hereby incorporated by reference and explicitly made a part of this Non-Disclosure Agreement. (c) The Parties acknowledge that Information and/or data disclosed under this Non-Disclosure Agreement may include “Critical Energy / Electric Infrastructure Info<|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|>trol with the Recipient controlled by the Recipient or acting jointly or in concert with the Recipient) shall, without the specific prior approval of the board of directors of the Disclosing Party which approval may be given on such terms as the board of directors of the Disclosing Party may determine: (i) in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, in any manner any securities of the Disclosing Party or its direct and indirect subsidiaries; (ii) propose or offer to enter into, directly or indirectly, any merger or business combination involving the Disclosing Party; or (iii) to purchase, directly or indirectly, “solicit", or participate or join with any Person in the “solicitation" of, any “proxies" (as such terms are defined in the Securities Act (Alberta)) to vote, to seek to advise or to influence any Person with respect to the voting of any voting securities of the Disclosing Party; (iv) otherwise act alone or in concert with others to seek to control or to influence the management, board of directors or policies of the Disclosing Party; (v) make any public or private disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; or (vi) advise, assist or encourage a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny other Person in connection with any of the foregoing. 12. Material Non-Public Information: The Recipient acknowledges that it is aware of the general nature of applicable securities laws, including, without limitation, all applicable securities laws that may prohibit any 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|>rmation as contemplated hereunder, the Parties agree as follows: 1. Confidential Information means any tangible or intangible information or materials possessed by a Party in whatever form or format relating to the Disclosing Party or its actual or proposed information systems, other business, financial or accounting systems, business procedures or methods, business plans, financial products, marketing plans, results of operations, customers, markets, prospective customers, contracts (actual and proposed) with third parties or personnel directly or indirectly disclosed by the Disclosing Party to the Receiving Party during or in the course of discussions or correspondence arising out of or related to the Transaction whether received before or after the Effective Date. Confidential Information includes all information owned by a third party and disclosed by a Disclosing Party hereunder. 2. Confidential Information does not include information that (i) was in the Receiving Party’s possession prior to receiving the Confidential Information from the Disclosing Party; or (ii) is or later becomes generally available to the public through no fault of the Receiving Party; or (iii) Receiving Party develops internally without benefit of or reference to Disclosing Party’s Confidential Information (burden of proving independent development shall be on the Receiving Party); or (iv) Receiving Party receives from a third party who has the right to disclose such information. 3. The Receiving Party agrees (i) to adopt measures to protect the confidentiality, limited use and proprietary nature of the Confidential Information at least as restrictive as those it adopts for its own confidential information of similar importance and in any event, no le<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ss than reasonable; (ii) to disclose Confidential Information to only those of its directors, officers, agents, employees, corporate affiliates and third 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<|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|>site WHEREAS the Parties may have disclosed and will further disclose certain confidential information (hereinafter referred to as “Information“)for the purpose of (hereinafter referred to as “Business Purpose”). WHEREAS The Parties wish to define their rights and obligations with respect to said Information by establishing the basis upon which said Information and / or documents will be disclosed by one party (hereinafter referred to as the “Disclosing Party”) and received, held, safeguarded by the other party (hereinafter referred to as the “Receiving Party”). 1. For the purposes of this Agreement, Information means information relating to one party which is made available by such par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to 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|> information in electronic form also applies to e-mails, data storage media such as USB sticks, local hard disks, servers and back-up copies. 5. Returning of documents and/or objects If specifically requested by Bomatec, the Business Partner must return to Bomatec any documents or objects it was given during the collaboration and vice versa. 6. Duration of the Agreement This agreement shall take effect as soon as it has been signed by both parties and shall be valid for the duration of the collaboration or until this agreement is replaced by another agreement. The obligation to confidentiality shall apply for a period of two years beyond the end of the collaboration. 7. Restriction on using Bomatec as reference The Business Partner and any sub-contractors may only mention to third parties the Bomatec company name (including illustrated material in connection with Bomatec) as well as activities carried out during the collaboration with Bomatec after the prior written approval of Bomatec’s Executive Board. This also applies to publications in information journals, company presentations, entries in Internet documents, etc. Approval only applies to the current assignment or project and should be sought from Bomatec by the Business Partner on every occasion that collaboration is repeated. 8. Costs Each party shall bear any costs that it generates or incurs in relation to the conclusion and execution of this Agreement. 9. Written form Changes or additions to this Agreement (including the waiver of this provision) must be made in writing. 10. Severability clause, applicable law and jurisdiction In the event that one or more of the clauses of this Agreement should prove to be ineffective or should this Agreement contain a disparity, the legal effectiveness of the other provisions shall not thereby be affected. A valid provision that comes closest to the intended purpose of the ineffective provision shall be agreed to replace it. This Non-Disclosure Agreement shall be governed by Swiss substantive law. Zürich, canton of Zürich, Switzerland shall be the place of jurisdiction. 11. Signatures xxxxxxxxxxx Bomatec AG xxxxxxx, Höri, 8rd May 2017 ............................................ ........................... ……………………… First name<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, Name Christoph Bolliger Martin Hauri CEO Head of Quality Dept. Attachment Listing of affiliated companies of Bomatec Holding AG: Bomatec AG Hofstrasse 1 CH-8181 Höri Switzerland Bomatec Automotive AG Hofstrasse 1 CH-8181 Höri Switzerland Bomatec International<|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|>rth in Attachment B will cease. All other provisions of this Agreement, including this Section V, shall survive. VI. REMEDIES FOR BREACH A. Data Recipient acknowledges that: 1. the breach of this Agreement will cause DOHMH irreparable damage for which recovery of damages would be inadequate; 2. the damages flowing from such breach are not readily susceptible to measurement in monetary terms; and 3. DOHMH shall be entitled to immediate injunctive relief restraining any breach hereof, as well as such further relief as may be granted by a court of competent jurisdiction. B. Nothing in this Agreement shall be deemed to limit DOHMH’s remedies at law or in equity for any such breach by Data Recipient of any term of this Agreement. VII. WAIVER A. Any waiver by DOHMH of any act, failure to act or breach on the part of Data Recipient shall not constitute a waiver by DOHMH of any prior or subsequent act or failure to act or breach by Data Recipient and shall not be effective unless set forth in a written document executed by DOHMH. VIII. INDEMNIFICATION A. In no event will DOHMH be liable for any use by Data Recipient, its employees and/or consultants of the Data, or for any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from, or in connection with, this Agreement, or for the use or dissemination by Data Recipient of the Data. B. Data Recipient agrees to defend, indemnify and hold harmless DOHMH, the City of New York, and their respective employees, officers, subcontractors, agents, and other members of their workforce (each of the foregoing hereinafter referred to as “Indemnified Party”) against all losses suffered by the Indemnified Party and all liability to third parties arising from or in connection 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 delive<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ry 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 approval 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<|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|>ded, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of common stock of such party shall be deemed to have been so converted, exchanged or exercised; and (iii) "13D Group" shall mean, with respect to the Voting Securities of each party hereto, any group of persons formed for the purpose of acquiring, holding, 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 Votin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g 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<|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|> for the purpose intended under this Agreement and are legally bound not to use or disclose the Confidential Information for any other purpose. The Receiving Party shall treat the Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. This obligation shall be binding on all employees, officers, subsidiaries, affiliates or successors of the Receiving Party and shall continue for a period of five years from the date that the Confidential Information is provided to the Receiving Party, regardless of whether the Agreement has been terminated. The Receiving Party may disclose Confidential Information if so required by judicial or administrative process, provided that it shall promptly notify the Disclosing Party so as to allow the Disclosing Party reasonable time to oppose such process, and provided that Receiving Party shall minimize such disclosure to the extent possible. 3. PROPRIETARY NATURE. 3.1 Ownership. All Confidential Information is and shall remain the property of the Disclosing Par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty. The parties acknowledge that all Confidential Information is the sole property of the Disclosing 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|> such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Company to provide, or to continue to provide, any information to any Person. 13. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. 14. Remedies. Each Company understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Company or any of its Representatives and that the Company against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Company of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company against which such breach is committed. 15. Governing Law. This Agreement is for the benefit of each Company and shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. 16. Severability. If any term, provision, covenant<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Companies intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement. 17. Construction. The Companies have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Companies and no presumption or burden of proof shall arise favoring or disfavoring either Company by virtue of the authorship at any of the provisions of this Agreement. 18. Term. This Agreement shall terminate two years after the date of this Agreement. 19. Entire Agreement. This Agreement contains the entire agreement between the Companies regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and. discussions between the Companies regarding such subject matter. 20. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. IN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representatives as of May 27 , 2011.th RADIANT SYSTEMS, INC. NCR CORPORATION By: /s/ Mark Haidet By: /s/ Pooja Lal Name: Mark Haidet Name: Pooja Lal Title: CFO Title: VP, Business Development<|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|>Where any word or term is used herein in the singular or neuter, the same shall include the plural or masculine or feminine as the context may require. 1. Non-Disclosure: Without the prior written consent of the Disclosing Party, the Recipient will not, and will direct its Representatives not to, disclose to any Person other than its Representatives: (i) the fact that any investigations, discussions or negotiations are taking place concerning a possible Transaction; (ii) that the Recipient has requested or received Evaluation Material; (iii) any opinion or comment in respect of the Evaluation Material; or (iv) any of the terms, conditions or any facts with respect to such possible Transaction, including the status thereof. 2. Only for Intended Purpose: The Recipient agrees and shall cause its Representatives to agree: (i) to use the Evaluation Material only for the purposes of conducting an Evaluation in furtherance of implementing a Transaction; (ii) not to use, exploit or employ the Evaluation Material for any other purpose or in any other manner; (iii) to keep the Evaluation Material fully secret and confidential for the Term; and (iv) not copy or reproduce any written materials comprising a part of the Evaluation Material, without the prior written consent of the Disclosing Party. 3. Safeguard and Representatives: The Recipient will safeguard and strictly control the dissemination of the Evaluation Material and not release or disclose any Evaluation Material to any Person, other than its Representatives and in each case only those Representatives who need to receive such information in connection with its Evaluation and who have first been informed of, and agreed to be bound by, the terms of this Agreement. The Recipient agrees to be responsible for any breach of this Agreement by any of its Representatives or by any other person to whom the Recipient has provided Evaluation Material and shall, upon request, forthwith provide to the Disclosing Party a list of all parties to whom Evaluation Material has been provided. 4. Return or Destruction of Evaluation Materials: The Recipient will keep a record of the location of any Evaluation Material provided to the Recipient. Promptly upon the Disclosing Party’s request, the Recipient will and will cause its Representatives to: (i) return to the Disclosing Party all Evaluation Material furnished to the Recipient or its Representatives, without retaining copies or other reproductions, reports, extracts, notes or other memoranda thereof (whether electronic, magnetic or otherwise); (ii) destroy or have destroyed all reproductions, memoranda, notes, reports, extracts, compilations, analyses and documents and all documents prepared by or in the possession of the Recipient or its Representatives related to the information contained in the Evaluation Material but which does not itself constitute Evaluation Material; and (iii) provide to the Disclosing Party an officer’s certificate that the terms and conditions of this paragraph have been complied with. It is understood that neither this Agreement nor the disclosure of any Evaluation Material to the Recipient should be construed as granting to the Recipient or any of its Representatives any licence or rights in respect of any part of the Evaluation Material. Furthermore, it is acknowledged that the Recipient’s computer system may automatically back-up Evaluation Material disclosed to it under the Agreement. To the extent that such computer back-up procedures create copies of the Evaluation Material, Recipient may retain such copies in its archival or back-up computer storage for the period it normally archives backed-up computer records, which copies <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>shall be subject to the provision of this Agreement until the same are destroyed, and shall not be accessed by Recipient during such period of archival or back-up storage other than as might be required by this Agreement. Notwithstanding the destruction or return of the Evaluation Material, Recipient and its Representatives will continue to be bound by the obligations of confidentially<|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|>l expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations with the other party at any time. 7. CONTACT PERSONS; NO SOLICITATION. All requests by the Company for Confidential Information, meetings with personnel or inspection of properties and all other communications regarding a possible Transaction shall be made only to the contacts designated by MCI (the "Contact Persons"). The Company agrees that, for a period of two years from the date of this Agreement, it will not initiate or maintain contact (except in the ordinary course of business) with any director, officer, employee, distributor or customer of MCI regarding MCI's business operations, prospects or finances, except as may be permitted by the Contact Persons for due diligence purposes. It is expressly understood that this Agreement is not intended to limit the right of the parties to compete with one another in the ordinary course. The Company further agrees that, for a period of two years from the date hereof, it will not directly or indirectly offer employment to (other than by means of a general advertisement) or hire any of MCI's employees with whom it has had contact during the process contemplated by this Agreement. 8. NON-PUBLIC INFORMATION. MCI has outstanding publicly-held securities and the Confidential Information contains material non-public information. The Company acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and the Company agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including without limitation Rule 10b-5. 9. STANDSTILL. The Company agrees that, until the expiration of two years from the date of this Agreement, without the prior written invitation (on an unsolicited basis) of MCI's Board of Directors, it and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly, any securities (or rights in respect thereof), assets or property of MCI or any of its subsidiaries or of any successor thereto or person in control thereof, whether such agreements or proposals or offers are made with or to MCI or any of its subsidiaries (or a successor thereto or person in control thereof) or a third party; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ransaction or other business combination relating to MCI or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Exchange Act) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of MCI or any of its subsidiaries or of any successor thereto or person in control thereof; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of MCI or any of its subsidiaries or of any successor thereto or person in control thereof; (v) seek or propose, alone or in concert with others, to control or influence the management, Board of Directors or policies of MCI; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person (except internal discussions and planning activities involving its Representatives) with respect to any of the foregoing activities or propose any of such activities to any other person (other than its Representatives); (vii) directly or indirectly advise, encourage, assist, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing; or (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing. The Company also agrees that, during such two-year period, neither it nor any of its affiliates will: (i) request MCI or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to MCI or any of it's subsidiaries that could reasonably be expected to require MCI to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of the Company's or any other person's acquiring control of MCI, whether by means of a business combination or otherwise. Notwithstanding the foregoing provisions of this paragraph 9, the Company's chief executive officer may contact MCI's chief executive officer for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by MCI's chief executive officer, no offer or proposal shall be made that would require public disclosure or formal consideration by MCI or its Board of Directors. 10. PERSON. The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership, governmental body or other entity or individual. 11. NO WAIVER. No failure or delay by MCI in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder. 12. REMEDIES. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Company and that MCI shall be entitled to equitable relief, including specific performance and injunction, as a remedy for any such breach or threatened breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by the Company but shall be in addition to all other remedies available at law or in equity to MCI, including remedies pursuant to applicable laws relating to trade secrets. 13. BENEFITS; GOVERNING LAW. This Agreement is for the benefit <|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|>including, without limitation, trade secrets), Personal Data (defined below) and other related or its similar information provided in all cases such information is marked conspicuously with a confidentiality or a substantially similar legend in accordance with Section 4 of this Agreement. For purposes of this Agreement, “Personal Data” shall mean any and all personally identifiable information, in any form or media, about current or former NU faculty members, employees, students, prospective students, and other persons associated with NU. Personal Data includes, without limitation, (i) an individual’s social security number, bank or other financial account numbers, credit or debit card numbers, driver’s license number, passport number, other government-issued identification numbers, biometric data, health and medical information, and data about the individual obtained through a Project; (ii) financial information, employee benefits information, education records, NU identification numbers; and (iii) any additional categories of information about individuals that NU from time to time designates in writing as Personal Data. Exclusions. Notwithstanding the foregoing, “Confidential Information” shall not include the following types of information if the Recipient establishes by competent proof that the information: (i) is now or subsequently becomes generally available to the public without a breach of this Agreement by the Recipient; (ii) was known to or rightf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ully in the possession of the Recipient prior to the date of disclosure of such Confidential Information; (iii) is developed by the Recipient independent of the disclosure made under this Agreement; (iv) is supplied to the Recipient by a third party without restriction on such disclosure; or (v) is required to be disclosed pursuant to a valid subpoena, court order or other requirement(s) of applicable law, provided, however, that the foregoing exceptions to Confidential Information shall not apply to Personal Data. Notwithstanding the foregoing, Confidential Information shall not be deemed to be available to the public or in the possession of the Recipient merely because it is embraced by more general information so available or in the possession of the Recipient. If the Recipient will disclose Confidential Information of the Disclosing Party pursuant to a judicial or United States governmental action, the Recipient shall make reasonable efforts to notify the Disclosing Party prior to complying with such action. 2. Purpose. The Recipient shall use the Confidential Information provided by the Disclosing Party solely for the Purpose and for no other purpose. As used herein, and NU shall include, individually and collectively, their respective officers, directors, consultants, employees and associate<|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 regulations. 4. Return of Confidential Information. If activity in respect of the Transaction shall cease without the Transaction being consummated, then, promptly after the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information which is in tangible form and which is then in its possession (or in the possession of any of its officers, directors or employees). 5. Term. This Agreement shall continue indefinitely. 6. Equitable Relief. The Receiving Party acknowledges and agrees that the Disclosing Party and GreenWay would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the Receiving Party in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the Disclosing Party or GreenWay shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Receiving Party and shall have the right to specifically enforce this Agreement and the terms and provisions hereof against the Receiving Party in addition to any other remedy to which the Disclosing Party or GreenWay may be entitled in law or equity. 7. Governing Law. This Agreement shall be a contract under the State of Minnesota and for all purposes shall be governed by and construed and enforced in accordance with the laws of Minnesota, excluding any choice of law provisions. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. 9. No Assignment or Delegation. Any assignment, delega<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion or attempted assignment or delegation of the rights or responsibilities established under this Agreement shall be null and void without the prior written duly executed consent by the party charged. 10. Severability of Provisions. If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement. 11. Amendment of Agreement. This Agreement may only be amended or modified through a written duly executed instrument by the Parties hereto. Any attempted oral amendment or modification is ineffective and therefore null and void. 12. No Implied Waiver of Provisions. Either Parties' failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or a delay in performance of any term hereof. 13. Notices. Any notice required by this Agreement or given in connection with this Agreement, shall be in writing, hand delivered or sent via registered or certified mail, and shall be given to the appropriate party: If to Disclosing Party: Oregon Trail Ethanol Coalition, L.L.C. 102 West 6th Street Box 267 Davenport, Nebraska 68335 Attn: Mark L. Jagels, President With a copy to: Baird Holm Law Firm, LLC 1500 Woodmen Tower Omaha, Nebraska 68102 Attn: Victoria H. Finley GreenWay Consulting, LLC 74 South County Road 22 Morris, Minnesota 56267 If to Receiving Party: ------------------------------------------------------------------------------------------------------------ 14. Entire Agreement. This Agreement constitutes and contains the complete and final integrated agreement between the Parties regarding the subject matter here<|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|>hereby acknowledge and agree that in the event of any violation or a threatened violation of this Agreement by the Recipient, the Disclosing Party shall be authorized and entitled to seek from any court of competent jurisdiction preliminary and permanent injunctive relief. This Agr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eement shall be governed by the law of the United States of America and the State of New Jersey without regard to conflicts of laws principles. Sections 3-7 shall survive any termination or expiration of this Agreement. <TABLE> <CAPTION> Whereof, the parties execute this Agreement as of the Effective Date: April 5, 2005 <S> <C> <C> <C> StrikeForce StrikeForce Technologies, Inc. Company Signature Signature Name Mark L. Kay Name Title CEO Title Email [email protected] Email Telephone 1-732-661-9641 Telephone Fax 1-732-661-9647 Fax Address 1090 King Georges Post Road Address Address Address City Edison City State/Prov NJ State/Prov Zip/Postal 08837 Zip/Postal Country USA Country </TABLE><|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|>ial Information to Recipient’s contractor, agent, supplier or advisor, Recipient shall ensure that such contractor, agent, supplier or advisor has executed a non-disclosure agreement for the benefit of Green Industrial Supply, Inc. in form and substance equivalent to this Agreement. Recipient shall be responsible for any misuse or unauthorized disclosure of Confidential Information by its Representatives or Representatives of its Affiliates. A disclosure of Confidential Information required under legal process shall not be considered to be a breach of confidentiality by Recipient or a waiver of such obligation by Discloser. Before any such disclosure, however, Recipient shall provide prompt written notice to Discloser to enable it to seek a protective order or prevent disclosure. 6. RETURN OF MATERIALS. All forms of Confidential Information, tangible and electronic, and all copies thereof, shall be and remain the sole and exclusive property of Discloser, and shall be promptly returned or destroyed by Recipient upon the earlier of the written request of Discloser or the termination of this Agreement. Except as noted in the immediately following sentence, Confidential Information contained in electronically archived notes, reports, correspondences, emails, and other business records prepared by Recipient in connection with the Purpose under this Agreement need not be returned or destroyed, but shall be subject to all other terms of this Agreement. Confidential Information in the form of schematics, prints, drawings, formulations, and descriptions of processes and know-how, and the like, must be returned to Discloser or destroyed pursuant to this Section 6. 7. TERM AND TERMINATION. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential 8. REPRESENTATIONS AND WARRANTIES. ALL CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT IS PROVIDED TO RECIPIENT “AS-IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Both parties represent and warrant they will comply with all applicable federal, state and local laws, rules, regulations, statutes, ordinances, codes, orders and/or programs (whether in effect as of the Effective Date of this Agreement or enacted during the term of this Agreement). 9. NO ADDITIONAL OBLIGATIONS. This Agreement shall not be interpreted to obligate any party to provide or accept any Confidential Information to or from any other party, or to enter into any further contract or arrangement with any other party, or to purchase or sell any products or services from or to any other party, or to create any joint-venture or partnership. 10. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree not to assign any rights or delegate any duties under this Agreement without the other party’s prior written consent, an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d any attempt to do so is void and has no effect. 11. LAW AND VENUE. The laws of the State of Iowa, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Agreement. The parties consent to the exclusive jurisdiction of, and forum and/or venue in, any federal or state court of competent jurisdiction located in Iowa for the purposes of adjudicating any matter arising out of or relating to this Agreement. Litigation or legal proceedings which arise out of or relate to this Agreement are to be conducted before a judge and not a jury. 12. SEVERABILITY AND WAIVER. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, so long as the essential terms and conditions of this Agreement reflect the original intent of the parties and remain valid, legal, and enforceable. The failure of a party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given. 13. REMEDIES. It is agreed that monetary damages may not be a sufficient remedy for breach of this Agreement. Discloser is entitled to seek injunctive relief without proof of actual damages. In addition, Discloser may seek other appropriate relief, including monetary damages. Unless stated otherwise, all remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise. 14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understand<|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 Disclosing Party at law or in equity. XV. Entire Agreement.. This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly executed on behalf of the par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty against whom such modification is sought to be enforced. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect. XVI. No Waiver. The failure of either Party to require performance by the other Party of any provision of this Agreement shall in no way effect the full right to require such performance at any time thereafter. XVII. Successors and Assigns. Neither shall any Party have any right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of the other Party. This Agreement and the Party's obligations hereunder shall be binding on their Representatives, permitted assigns, and successors of the Parties and shall ensure to the benefit of Representatives, assigns and successors of the Parties. XVIII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India and the Party’s country laws on equal force. If there is any conflict of laws, the law of India shall prevail. XIX. Attorneys' Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to attorneys' fees. XX. Modification: This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement. XXI. Legal Address of the Parties: Party A: Party B: Company: Rhein India Technologies Private Limited Company: A-61,Sector 16 ,Noida (India) Address : sign Ajay Singh:<|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|>leave their employment with ZipRealty, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence. (b) No ZipRealty Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of Company set forth on Exhibit B, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to leave their employment with Company, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence. 11. No Conflicting Obligations. Each disclosing party hereby represents and warrants that it may rightfully disclose the Confidential Information to the receiving party, and enter into the potential business opportunity being explored, in each case without violating any contractual, legal, fiduciary or other obligation to any person. The representing party shall indemnify and hold harmless the other party against any damages, costs and expenses (including reasonable attorneys’ fees) incurred in connection with any misrepresentation by the representing party in the foregoing sentence. 12. Entire Agreement. This Agreement sets forth the entire understanding of the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>parties concerning the matters set forth herein. Further this Agreement shall supersede the Mutual Nondisclosure Agreement between the parties effective March 28, 2014 (the “March NDA”), provided however that the March NDA shall apply to the parties’ communications subject to the terms of the March NDA from March 28, 2014 until the effective date of this Agreement. Except as set forth in this Agreement, neither party will be committed in any way concerning the potential business opportunity being explored unless and until a definitive written agreement with respect thereto is duly authorized and executed by the appropriate officers of both parties. 13. Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the<|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 is understood that information in an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as “computer or system back-ups”) but that such information will continue to be protected under the confidentiality requirements and non-use limitations contained in this letter agreement, and you and your Representatives shall continue to be bound by the obl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>igations of confidentiality and non-use hereunder. Notwithstanding the foregoing, you and your Representatives may retain one copy of any work product prepared by you or them that contains Evaluation Material to the extent necessary or advisable pursuant to applicable legal or regulatory requirements, professional standards or reasonable business practice; provided that you and such Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder with respect to such work product. <|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|>ent is liable to any damage caused. For the term of 10 years, after receiving the INFORMATION and business data, the confidential information shall be kept safely, unless defined differently by a special agreement or it is proved to have been made publicly known. The obligation does not terminate even if one of the parties backs out of the contract, e.g. due to resigning from the cooperation or from the planned project. In this case, the recipient is to return all the material file of the INFORMA<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>TION and business data at once or at the latest in 7 (seven) days after receiving the request. The recipient is to return also those INFORMATION and business data which were given to the eventual sub-supplier. The INFORMATION and business data, stored on the electronic media, are to be destroyed immediately after issuing the request. If the above mentioned terms are not respected, the owner has the right to enforce the protection of its rights in the competent court of law and the right to appropriate compensation. Other provisions In case any of the terms in this agreement is inefficient or it is difficult or even impossible to be enforced, this does not cause the agreement to terminate. Both parties in the contra<|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|>uCom's Agreement. (a) CompuCom agrees that during the Non-Competition Period CompuCom will not, and will not permit any of its Subsidiaries to: (i) provide any Services to any account listed on Exhibit B hereto; (ii) provide any Services to any account listed on Exhibit C hereto except to the extent provided for in such Exhibit; or (iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller. Notwithstanding the foregoing, CompuCom shall be permitted to provide Services under any "request for proposal", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e reasonable request of Seller, evidence and shall have the burden of proving, that the applicable "request for proposal", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999. (b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades. ARTICLE IV Acceptance of Product Orders CompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract. ARTICLE V NON-DISCLOSURE 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing: (a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and (b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information. As used in this Agreement, the terms "CompuCom's Confidential Information" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer. Notwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that 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|>cost of enforcing this indemnity) arising out of, or resulting from, any unauthorized use or disclosure by the Receiving Party or its Representatives of the Confidential Information. The Receiving Party also acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by it or its Representatives and that any such breach would cause the Furnishing Party irreparable har<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>m. Accordingly, the Receiving Party also agrees that in the event of any breach of this Agreement, the Furnishing Party, in addition to any other remedies at law or in equity it may have, shall be entitled to equitable relief, including injunctive relief and specific performance. 11. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 12. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of enforceability of any other provisions of this Agreement, which shall remain in full force and effect. The parties hereby acknowledge and agree that this Agreement and the rights and benefits thereof shall be assigned by the party to any purchaser of a controlling share of equity in that party. 13. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14. The Parties hereby represent and warrant that the undersigned officer is authorized to execute this Agreement on its behalf. By signing in the spaces provided below, Fox and Company have agreed to all of the terms and conditions of this Agreement. TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC. By: /s/ Laura Cook Its: Senior Vice President Legal and Business Affairs Twentieth Century Fox Home Entertainment, Inc. ARTISAN HOME ENTERTAINMENT, INC. By: /s/ Mark Curcio Its: CEO<|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 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 laws 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 becom<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>es 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 the Steering Committee or the IMOA Executive Committee; or g. is publicly disclosed in accordance with the provisions of Section 15 of the Consortium Agreement. 5. Term This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. 6. No Licence Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. 7. Indemnity The Receiving Party acknowledges and agrees that any breach of this Agreement would cause immediate and irreparable injury to the Consortium and its Members. Should the Receiving Party violate any of the terms and conditions of this Agreement, the Consortium Members shall be entitled, in addition to any other remedies that maybe available, in law, in equity or otherwise, to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. In addition, in case of violation of this Agreement, the Receiving Party may be expelled from the Consortium in accordance with the conditions provided in Section 4 of the Consortium Agreement. 8. Waiver No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 9. Severability If any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein. 10. Governing Law and disputes This Agreement shall be governed by, and all disputes arising under or in connection with this Agreement shall be resolved in accordance with the laws of England and Wales. 11. Amendment No modifications, change, or waiver of this Agreement shall be valid unless made in writing and signed by authorised representatives of the Individual Members. 12. Counterparts This Agreement will be executed in a number of counterparts, which shall together constitute a single agreement. Each undersigned Receiving Party shall execute two (2) signature pages, retain one for its file and communicate the other to the Consortium Secretariat. IN WITNESS WHEREOF, the undersigned, by their duly authorised representative(s), have executed and delivered this Agreement. COMPANY NAME: By: (Signature) (Name) TITLE: 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|>Ex. 10.1 INDEPENDENT CONTRACTOR, NON-DISCLOSURE, and INVENTION ASSIGNMENT AGREEMENT THIS INDEPENDENT CONTRACTOR NON-DISCLOSURE AND INVENTION ASSIGNMENT AGREEMENT (the “Agreement”) is effective as of May 6, 2013, and entered into by and between Capital Group Holdings, Inc., a Minnesota corporation, with address at 16624 North 90th Street, Suite 200, Scottsdale, AZ 85260, and Tailor Made Business Solutions, PLLC Full Name of Independent Contractor (“Contractor”) [redacted] Address of Independent Contractor Chief Financial Officer services Describe Services to be Provided In consideration of our work as an independent contractor or the continuation of our work as an independent contractor (it being understood that this Agreement does not itself give Contractor rights to work or continued work) for Capital Group Holdings, Inc., a Minnesota corporation, or any of its predecessors, successors, assigns, affiliates or subsidiary companies (each hereina<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>fter referred to as the “Company”), Contractor agrees as follows: I. INDEPENDENT CONTRACTOR. A. Contractor agrees to be compensated by the Company as follows: i. Fee The Company will pay Contractor $150,000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the CEO and COO of the Company during the term of this contract. ii. For the first year only a Payment of $25,000 of the Fee shall be advanced to Contractor within the first six months of this Agreement. Additionally, the Contractor will be paid a fee of $10,416.66 per month over the next 12 months. Allowing the contractor to be paid the above agreed upon amount of $150,000 for first twelve months iii. Stock. The Company will issue Contractor 3,000,000 restricted shares of common stock upon execution of this Agreement as fully earned. iv. The Company will reimburse Contractor for reasonable business expenses, including travel and temporary lodging, incurred on behalf of the Company. Any additional expenses shall be pre-approved by the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses. B. Contractor is, and will remain, an independent contractor in with our relationship to the Company. C. The Company shall not be responsible for withholding taxes with respect to our compensation. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor. D. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing. E. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose. F. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agreement for any reason at any time with 10 days prior written notice to Contractor. II. TRADE SECRETS AND CONFIDENTIAL INFORMATION. A. Confidentiality and Confidential Information. Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company’s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatented, and to (ii) all of our activities for or on behalf of the Company, and Contractor agrees not to publish or disclose any part of such information to others or use the same for our own purposes or the purposes of others, during the time Contractor is working for Company or ther<|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 that each Party will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to any agreement that may be entered into between the parties hereafter, subject to such limitations and restrictions as may be contained therein. 11. Each Party agrees that until the expiry of eighteen (18) months from the date of this Agreement, each Party or its parent and affiliated companies (herein, collectively a "Party"), will not, and each Party will direct its parent and affiliated companies not to, except with the prior written consent of the other Party (i) purchase, acquire, obtain or hold (or offer or agree to purchase, acquire, obtain or hold) beneficial ownership of any of the securities of the other Party; (ii) make, or in any way participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any of the other Party's securities; (iii) enter into, or agree to enter into or seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction involving the other Party; (iv) act, alone or together with any person, to control or influence the management or the Board of Directors or other Party; or (v) advise, encourage, or assist any person in the acquisition of beneficial ownership of any of the other Party's securities or control of the other Party or a significant portion of its significant assets; provided, however, that such restrictions (or the restrictions set forth in the next sentence) shall terminate in the event that a third party publicly commences a tender or exchange offer, or otherwise proposes a merger or business combination transaction, in respect of the other Party and such other Party has (a) exempted such transaction for purposes of Section 203 of the Delaware General Corporation Law, or (b) publicly announced or publicly confirmed that it is engaged in negotiations in connection with such proposed transaction; provided, further, any such termination shall not relieve the parties of any oblig<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ations hereunder with respect to the Proprietary Information. Each Party also agrees during such eighteen (18) month period not to (i) request the other Party or its Representatives, directly or indirectly, to amend or waive any provisions of this paragraph (including this sentence) or (ii) take any initiative in respect of the other Party which would, upon the advice of counsel, reasonably require the other Party to make a public announcement regarding the possibility of such Party acquiring, with or without others, control of the other Party whether by means of business combination or otherwise. For purposes of this Section 11, Party shall include its parent and affiliated companies. 12. If, at any time during the period prior to the time that either Party notifies the other of its decision not to proceed with any Business Arrangement, either Party is approached by, or commences discussions with, any third party concerning its or their participation in a transaction involving the other's securities or a significant portion of its assets or its significant businesses, the contacted Party will promptly inform the other of the nature of such contact and the parties thereto. 13. This Agreement shall supersede all prior oral and written agreements, communications and documents between the parties with respect to the subject matter hereof and no modification to this Agreement shall be effective unless approved in writing by both parties. A waiver of any term of this Agreement shall, to be effective, be evidenced in writing by the waiving Party. Each Party agrees that, unless and until a definitive agreement between each of the Parties with respect to a Business Arrangement has been executed and delivered, neither of us will be under any legal obligation of any kind whatsoever with respect to any such transaction by the Party's Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "definitive agreement" shall not include an executed letter of intent or any other preliminary written agreement unless and to the extent it expressly states that it is to be legally binding. The agreement set forth in this paragraph may be modified or waived only by a separate writing by each of us expressly so modifying or waiving such agreement. 14. Nothing in this Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of the other Party. 15. The provisions of this Agreement pertaining to Proprietary Information disclosed under this Agreement shall continue and survive for a period of three (3) years after the termination of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above w<|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|>b) The term “Confidential Information” shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic initiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party’s Representatives, the Company or any Company Representatives (as defined below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information. <|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|>rty nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. (8) Standstill. Until the earlier to occur of (i) a Significant Event with respect to the other party and (ii) the date two (2) years form the date first set forth above, each party and its direct and undirect majority-owned and controlled subsidiaries will not (and each party and its direct and indirect majority-owned and controlled subsidiaries will not assist other to), directly or indirectly, without the prior consent of the other party: (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the other party's so its subsidiaries' assets (other than in the ordinary course of business) or business or any voting securities issued by the other party which are, or may be, entitled to vote in the election of the other party's directors ("Voting Securities"), or any rights or options to acquire such ownership, including from a third party, other than pursuant to the Transaction; or (b) make, or in any way participate in, any solicitation of proxies or consents with respect to any Voting Securities of the other party, become a participant in any proxy context with respect to the other party; or seek to advise or influence any person or entity with respect to the voting of any Voting Securities; or demand or copy of the other party's stock ledger, list of its stockholders or other books and records for purposes of any of the matters described in (a), (c), (d) or (e) or this clause (b); or call or attempt to call any meeting or the stockholders of the other party; or (c) otherwise seek to control or influence the management, Board of Directors or policies of the other party; or (d) enter into any discussions, negotiations, arrangements or understandings with any third party w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ith respect to any of the matters described in (a), (b) or (c) above; or (e) propose, attempt or announce an intention, to take any of the actions described in (a), (b), (c) or (d) above. The term "Significant Event" means, with respect to either part, any of: (i) the acquisition, or public announcement of an intention to acquire, by a person or "group" (as such term is used in Section 13(d)(3) of the Exchange Act) (a "13D Group") (not including the other party), by way of tender or exchange offer or otherwise, of voting securities representing ten percent (10%) or more of the then-outstanding voting securities of such party; (ii) entry into a letter of intent or agreement by such party regarding any merger, sale, reorganization, recapitalization or other business combination transaction pursuant to which the outstanding shares of common stock of such party would be converted into cash or securities of a person or 13D Group (not including the other party) or twenty-five percent (25%) or more of the then-outstanding shares of common stock of such party would be owned by persons other than the then-current holders of shares of common stock of such party, or which would result in all or a substantial portion of such party's assets being sold to any 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|> or resulting from the use of the other Party’s Confidential Information. 12. Term. The term of this Agreement shall be for a period of two (2) years from the date hereof. 13. Injunctive Relief. Each Party acknowledges and agrees that disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm to the owner thereof, for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, each Party agrees that the owner of Confidential Information may seek, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement. 14. Limited Relationship. This Agreement shall not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party shall act a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s an independent contractor and not as an agent of the other Party for any purpose, and neither shall have the authority to bind the other. 15. Non-waiver. Any failure by either Party to enforce the other Party’s strict performance of any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce such provision or any other provision of this Agreement. 16. Governing Law. This Agreement shall be governed by laws of the Commonwealth of Virginia and any legal action hereunder may be brought in an appropriate federal or state court located in Fairfax County, Virginia. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in any such action. 17. Severability. If a provision 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|>"Representatives" means the directors, officers, employees, agents and professional advisers of a party or any member of such party's Group from time to time and any Permitted Finance Providers; The restrictions in paragraph 2.1 and 2.3 do not apply to the disclosure of Confidential Information or Target Confidential Information (as appropriate): 3.1.1 to each party's respective Representatives who are directly concerned with the assessment of the JLT Group and implementation of the Possible Transaction and whose knowledge of the Confidential Information or Target Confidential Inf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ormation (as appropriate) is reasonably necessary for these purposes; 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|>ging Electronic Information with the Social Security Administration” (TSSR v7); the US Department of Health and Human Services requirements relating to National Directory of New Hires data; and the Information Exchange Agreement between the Social Security Administration and the State of Kansas Department of Labor. For any tax return data, officials, employees and agents of Authorized Person will also comply with the “Tax Information Security Guidelines for Federal, State and Local Agencies,” Publication 1075, published by the Secretary of the Treasury. All of which said laws, regulations and agreements involve the requirement to maintain confidentiality of any information, reports, returns and other documentation obtained pursuant to this agreement. Officials, employees and agents of Authorized Person will provide to KDOL a current list upon request of the officials, employees and agents of Authorized Person who have access to confidential information disclosed under this agreement. The list shall include each person’s full name, date of birth, social security number and states of residence of each individual. This agreement does not grant or authorize the Authorized Person to have unescorted direct access to KDOL systems. Additionally, execution of this agreement alone does not fulfill all requirements to permit Authorized Person access to confidential information. Additional requirements must also be satisfied, including but not limited to the requirements found in Section 5.11 of the SSA TSSR v.7; requirements of the Information Exchange Agreement between the Social Security Administration and the State of Kansas Department of Labor; and the terms and conditions set forth in the Computer Matching and Privacy Protection Act Agreement (“CMPPA Agreement”) between SSA and the State of Kansas, governing the State Agency’s use of the data disclosed from SSA’s Privacy Act System of Records. Confidential information provided hereunder, or identifiable information derived therefrom, shall not be disclosed to any individual(s) that is/are not subject to this agreement. Information provided hereunder, or identifiable information derived therefrom, shall not be copied, downloaded or otherwise placed in any format, including working papers, which may become a public record pursuant to the Kansas Open Records Act (KORA). Authorized Person agrees that they will not provide or allow access of the information obta<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ined hereunder to any agent, third party, contractor, subcontractor, or any other public agency, unless authorized in writing by KDOL, and then conditioned upon said agent, third party, contractor, subcontractor, or any other public agency agreeing in writing to be bound by the use and confidentiality terms and conditions of this Confidentiality Agreement. A copy of any such agreement shall be available for inspection upon request by the KDOL and will not be subject to disclosure to third parties by anyone other than KDOL. Authorized Person agrees that any confidential information or reports generated from such confidential information shall be in aggregate form, and shall not in any way contain personally identifiable information or information which alone, or in combination with other information, is linked, or is linkable, to a specific individual, and which would thereby allow a reasonable person in the community, who does not have personal knowledge of the relevant circumstances, to identify the individual with reasonable certainty. Additionally, Authorized Person agrees that the Authorized Person will use confidential information or reports generated from such confidential information only for the purpose stated in the first paragraph of this agreement. Any information maintained by KDOL that has been obtained pursuant to the administration of the Employment Security Law, shall be held confidential and shall not be published or be open to public inspection, other than to public employees in the performance of their public duties, in any manner revealing an individual’s or employing unit’s identity. Authorized Person agrees to comply with all data storage requirements in IRS Publication 1075 for all information systems used for receiving, processing, storing, or transmitting confidential information obtained pursuant to this agreement. Both parties shall exercise reasonable and prudent security procedures to protect such information, reports, returns and other documentation in their possession, including electronic versions thereof, from any unauthorized access and/or disclosure. Access to the information covered by this agreement shall be limited to the minimum number of individuals necessary to achieve the stated purpose of the agreement. Notwithstanding any provisions of this agreement, any breach of the confidentiality or non-disclosure provisions above shall be grounds for immediate termination of this agreement without notice, and legal action may be immediately commenced. Disposal of Confidential Information Once confidential information or data obtained hereunder is no longer useful for the purposes described herein, Authorized Person agrees to immediately destroy all such confidential information or data maintained on any information system platform or any form of storage media subject to any schedule of retention established by the Kansas Records Board, in the following manner: Confidential information obtained pursuant to this agreement, and any paper material generated therefrom, such as copies, photo impressions, computer printouts, notes, and work papers, must be destroyed by burning or shredding. Printed material to be burned must be burned in an incinerator that produces enough heat to burn the entire bundle, or the bundle must be separated to ensure that all pages are incinera<|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, the Confidential Information into another language and/or shipping the Confidential Information, in whole or in part, or any direct product thereof, to any other country. The undersigned will not use the Confidential Information in any manner that is not authorized by NatWest and in accordance with the License Agreement and the undersigned will use the Confidential Information solely in the exercise of NatWest's rights as provided by the License Agreement. Under no circumstances will any information subject to the export or import laws of any jurisdiction be transferred pursuant to their agreement without proper prior certification and notification of appropriate regulatory offices in applicable jurisdictions and InterTrust. 3. The undersigned will not use Confidential Information except in fulfillment of the undersigned employee's and/or other individual's obligations with NatWest, and for no other purposes whatsoever. The undersigned understands and acknowledges that the unauthorized use of Confidential Information may cause InterTrust very substantial damage, for which damages may be impossible to measure or inadequate to compensate. Accordingly, Recipient agrees that if he or she breaches or threatens breach of any of such sections, InterTrust will have available, in addition to any other right or remedy available, the right to obtain an injunction against him or her, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance under such circumstances. 4. The undersigned will return all physical embodiments of Confidential Information in the undersigned's possession to InterTrust promptly upon request by InterTrust, and in no event later than fifteen (15) days thereafter. 5. Notwithstanding any thing else in this Agreement, the confidentiality restrictions of this Agreement shall not apply to information that: (i) is or becomes known to the public through no breach of any of the undersigned's obligations under this Agreement, or NatWest's or any other NatWest employee's, ob<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ligations of confidentiality to NatWest and/or to InterTrust; (ii) was known to Recipient prior to its disclosure by InterTrust, as evidenced through written documentation; (iii) shall have been independently developed by the Recipient without any reliance on or use of any InterTrust Confidential Information, as demonstrated through written documentation; or (iv) shall have been rightfully supplied to Recipient, with no obligation of confidentiality or non-use from a third party without any breach of any obligation of confidentiality to InterTrust or NatWest (as applicable) as of the date such information is so supplied. In addition, the Recipient shall be entitled to disclose Confidential Information pursuant to a court order issued by a court of competent jurisdiction or as otherwise required by law; provided that the undersigned shall provide prompt advance notice thereof to InterTrust to enable InterTrust to seek a protective order or otherwise prevent such disclosure and shall disclose no more than the minimum information required by such court order or by law. 6. If any provision or portion thereof in this Agreement shall be found or be held <|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 ongoing discussions and correspondence by the parties concerning the Transactions or any other matter, shall constitute or imply any promise or intention to make any purchase or use of products, facilities or services by either party or its affiliated companies or any commitment by either party or its affiliated companies with respect to any other present or future transaction. If, in the future, the parties elect to enter into binding commitments relating to the Transactions or any transaction, such commitments will be explicitly stated in a separate written agreement executed by both parties, and the parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract relating to the Transactions or any other transaction without execution of such separate written agreement. 8. Each party retains the right, in its sole discretion, to determine whether to disclose its information to the other party, and disclosure of information of any nature shall not obligate the disclosing party to disclose any further information. 9. Each party (a) acknowledges that neither makes any representatives or warranty (express or implied) as to the accuracy or completeness of any information, and (b) agrees to assume full responsibility for all conclusions it may derive from the information. Each party hereby expressly disclaims any and all liability that may be based, in whole or in part, on any information, errors therein or omissions therefrom. 10. In the event that the receiving party or its employees or Representatives (a) need (for securities law purposes) to make disclosures of information or (b) are required by law, regulations, or government agency or court orders, interrogatories, requests for information or documents, subpoenas, or civil investigative demands to disclose any information, in the case of (a) the receiving party shall provide the disclosing party with prompt written notice so that the disclosing party can work with the receiving party to limit the disclosure to the greatest extent possible consistent with legal obligations (it being understood that disclosure of the name of the other party will never be made without that party's prior written consent); or in he case of (b) the receiving party shall use its reasonable efforts to minimize such disclosure and obtain an assurance that the recipient shall accord confidential treatment to the information, and shall notify the disclosing party contemporaneously of such disclosure. 11. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any information disclosed, or under any trademark, patent, copyright, mask work or nay other intellectual property right of either party. None of the information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask works or any other intellectual property right. 12. Each party agrees that it will not, without the prior written consent of the other, transmit, directly or indirectly, the information received from the other hereunder or any portion thereof to any country outside of the United States. 13. This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns. 14. This Agreement shall be governed by and construed in accordance with the local laws of the State of Texas without regard to conflict of law principles. 15. This Agreement shall become effective as of the date of which it is first executed below ("Effective Date"), provided that this Agreement shall cover all information disclosed by one party to the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>other whether before or after the Effective Date. Disclosures of information under this Agreement may take place for a period (the "Information Disclosure Period") of two (2) years after the Effective Date. The obligations of the parties contained in Paragraphs 5, 10 and 12 shall survive and continue beyond the expiration of the Information Disclosure Period by a further period of two (2) years. 16. Each party agrees that the disclosing party wold be irreparably injured by a breach of this Agreement by the receiving party or its Representatives and that the disclosing party shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies shall not be deemed to be exclusive remedies for a breach of this Agreement, but shall be addition to all other remedies available at law or in equity. 17. This Agreement (a) constitutes the entire understanding between the parties with respect to information provided in connection with the Transactions, (b) supersedes all prior agreements between the parties with respect to information provided in connection with discussions relating to the Transactions and (c) shall bind each party with respect to all information received by it prior to the expiration of the Information Disclosure Period. No amendments or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative. IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf as of the Effective Date. NetVoice Technologies, Inc. Unlimited Tech, Inc. By: /s/ BILL BEDRI By: /s/ JACK PILON Print Name: Bill Bedri Print Name: Jack Pilon Title: President & CFO Title: President Date: 9/18/98 Date: 9-18-98<|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|>h Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of the Purchaser, any Confidential Information. At any time upon the Purchaser's request, Ermilio shall turn over to the Purchaser all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Ermilio containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of the Purchaser and its Affiliates. As used in this Agreement, the term "Confidential Information" means any information or compilation of information not generally known to the public or the industry, that is proprietary or confidential to the Purchaser, its Affiliates and/or those doing business with the Purchaser and/or its Affiliates, including but not limited to know-how, process, techniques, methods, plans, specifications, trade secrets, patents, copyrights, supplier lists, customer lists, mailing lists, financial information, business plans and/or policies, methods of operation, sales and marketing plans and any other information acquired or developed by Ermilio in the course of his past, present and future dealings with the Purchaser and its Affiliates, which is not readily available to the public. "Confidential Information" does not include any information, datum or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by Executive; (c) after it becomes available to Executive on a nonconfidential basis from a source other than the Company or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of confidence with the Company or its Affiliates; or (d) developed independently by Executive without any reference to or use whatsoever of any Confidential Information of the Company or its Affiliates. As used in this Agreement, the term "Disclose" means to reveal, deliver, divulge, disclose, publish, copy, communicate, show, allow or permit access to, or otherwise make known or available to any third party, any of the Confidential Information. 3 Blue Pencil Doctrine. In the event that the restrictive covenants contained in Section 1 and/or Section 2 of this Agreement shall be found by a court of competent jurisdiction to be unreasonable by reason of such restrictive covenants extending for too great a period of time or over too great a geographic area or by reason of such restrictive covenants being too extensive in any other respect, then such restrictive covenant shall be deemed modified to the minimum extent necessary to make such restrictive covenant reasonable and enforceable under the circumstances. 4 Injunctive Relief. If Ermilio shall breach or threaten to breach any of the provisions of Section 1 and/or Section 2, in addition to and without limiting any other remedies available to the Purchaser at law or in equity, the Purchaser shall be entitled to seek immedi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ate injunctive relief in any court to restrain any such breach or threatened breach and to enforce the provisions of Section 1 and/or Section 2, as the case may be. Ermilio acknowledges and agrees that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, Ermilio shall not use as a defense thereto that there is an adequate remedy at law. 5 Reasonableness of Covenants. Ermilio acknowledges and agrees that the restrictive covenants contained in this Agreement are a necessary inducement to Purchaser purchasing Ermilio's ownership interests in the Companies, and that the scope (geographic and otherwise) and period of duration of the restrictive covenants contained in this Agreement are both fair and reasonable and that the interests sought to be protected by the Purchaser are legitimate business interests entitled to be protected. Ermilio further acknowledges and agrees that the Purchaser would not have purchased Ermilio's ownership interests in the Companies pursuant to the Purchase Agreement unless Ermilio entered into this Agreement. 6 General Provisions. (A) Entire Agreement. This Agreement, together with the Purchase Agreements and any other agreements contemplated thereby, contain the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings, oral or written, among the parties hereto and thereto with respect to the subject matter hereof and thereof. (B) Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all of the parties and then such waiver shall only be effective in the specific instance and for the specific purpose for which it was given. (C) Notices. All notices and other communications under this Agreement shall be in writing and shall be given in accordance with 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|>easons 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 w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ith 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|>NON-DISCLOSURE AGREEMENT FOR PROSPECTIVE PURCHASERS I , , acknowledge and agree to the terms and conditions set forth herein as concerns a contemplated business relationship between parties, insofar as Vendor, (the “Disclosing Party”) desires to disclose to me (the “Receiving Party”) certain confidential and proprietary information (“Confidential Information”) in connection with a professional practice for sale by Vendor, represented exclusively by and through ROI Corporation (“Agent for the Vendor”). For the purposes of this Agreement, “Confidential Information” shall mean information that is used in Disclosing Party's business and is: (i) proprietary to, about or created by Disclosing Party; (ii) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party; (iii) designated as Confidential Information by Disclosing Party, or from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party including information and documentation clearly and conspicuously marked with a legend identifying its Confidential, Classified and Proprietary in nature: (iv) not generally known by Receiving Party For the purpose of this Agreement, Confidential Information shall also include, but is not necessarily limited to, any and all information,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> financial statements, legal documents, location of the practice(s), and identity of the Vendor, the fact that the practices are available for purchase, business records and plans, patient lists and records, employee lists and records, trade secrets, operations, technical information, pricing structure, costs, marketing strategies and market research and patient demographics pertaining to the professional practice(s) for which I am inquiring. I hereby acknowledge and agree that all information pertaining to the professional practice(s) that I am introduced to by ROI Corporation shall be obtained exclusively through ROI Corporation and that I WILL NOT CONTACT THE OWNER(s), STAFF, PATIENTS or other advisors of the practice(s), unless I am ACCOMPANIED BY AN ASSOCIATE OF ROI CORPORATION. I further agree not to write or mark the Appraisal(s), nor shall I copy or reproduce any information in any manner whatsoever without the prior consent of ROI Corporation. The Receiving Party shall take all practical steps to keep the Disclosing Party’s Confidential Information confidential and shall restrict access to the Confidential Information to those agents and professional advisers to whom disclosure is necessary in pursuit of the Approved Purpose. Each Party shall inform all such employees, agents and professional advisers of the provisions of this Agreement and shall be responsible for ensuring compliance with the said provisions by all agents and professional advisers. Receiving Party acknowledges and agrees that due to the sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to the Disclosing Party and that the Disclosing Party shall therefore be entitled to equitable relief in addition to all other remedies available at law. In addition, the Receiving Party acknowledges that the following specific Confidential Information, namely: Knowledge of the identity of the Disclosing Party, coupled with the fact that that the Disclosing Party’s practice(s) are for sale, or that the Disclosing Party has commissioned appraisal(s) for the possible sale of same would, if disclosed by the Receiving Party and such information thereby came to the knowledge of STAFF (either employees or associates) of the practices, cause significant damages to the Disclosing Party though departure of STAFF and/or Patients, which damages would be difficult to quantify. Accordingly, Receiving Party acknowledges that a breach of this confidentiality agreement with respect to this specific Confidential Information which results in such information becoming known to STAFF and/or Patients will entitle Disclosing Party to liquidated damages in the sum of $250,000.00, it being expressly understood and agreed that such sum is a genuine pre-estimate of damages and not penalty. All negotiating, drafting and presentations of offers shall be handled through ROI Corporation, as AGENT FOR THE VENDOR, on ROI Corporation’s standard offer documentation and that I will seek independent legal advice for review prior to issuing my signature. This Agreement is valid for 36 months and will expire 3 years from the date it was signed. Per: date: Please print name of above <|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|>Ex. 10.1 INDEPENDENT CONTRACTOR, NON-DISCLOSURE, and INVENTION ASSIGNMENT AGREEMENT THIS INDEPENDENT CONTRACTOR NON-DISCLOSURE AND INVENTION ASSIGNMENT AGREEMENT (the “Agreement”) is effective as of May 6, 2013, and entered into by and between Capital Group Holdings, Inc., a Minnesota corporation, with address at 16624 North 90th Street, Suite 200, Scottsdale, AZ 85260, and Tailor Made Business Solutions, PLLC Full Name of Independent Contractor (“Contractor”) [redacted] Address of Independent Contractor Chief Financial Officer services Describe Services to be Provided In consideration of our work as an independent contractor or the continuation of our work as an independent contractor (it being understood that this Agreement does not itself give Contractor rights to work or continued work) for Capital Group Holdings, Inc., a Minnesota corporation, or any of its predecessors, successors, assigns, affiliates or subsidiary companies (each hereinafter referred to as the “Company”), Contractor agrees as follows: I. INDEPENDENT CONTRACTOR. A. Contractor agrees to be compensated by the Company as follows: i. Fee The Company will pay Contractor $150,000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the CEO and COO of the Company during the term of this contract. ii. For the first year only a Payment of $25,000 of the Fee shall be advanced to Contractor within the first six months of this Agreement. Additionally, the Contractor will be paid a fee of $10,416.66 per month over the next 12 months. Allowing the contractor to be paid the above agreed upon amount of $150,000 for first twelve months iii. Stock. The Company will issue Contractor 3,000,000 restricted shares of common stock upon execution of this Agreement as fully earned. iv. The Company will reimburse Contractor for reasonable business expenses, including travel and temporary lodging, incurred on behalf of the Company. Any additional expenses shall be pre-approved by the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses. B. Contractor is, and will remain, an independent contractor in with our relationship to the Company. C. The Company shall not be responsible for withholding taxes with respect to our compensation. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company b<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y the relevant taxing authorities with respect to any compensation paid to Contractor. D. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing. E. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose. F. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agreement for any reason at any time with 10 days prior written notice to Contractor. II. TRADE SECRETS AND CONFIDENTIAL INFORMATION. A. Confidentiality and Confidential Information. Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company’s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatente<|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|>ight or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. 14. “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause 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 covenants, 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 th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at 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 <|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|> issue connected to the coaching relationship), Mentor may be replaced by a more suitable candidate for the Participants´ needs. Mentor will actively support Participants until July 2018, and will then submit a final report together, detailing the outcome of the coaching experience. The Organiser will continuously monitor all relationships, in order to assist both parties and guarantee a positive outcome of the programme. Mentor needs to deliver all requested reports and schedule all requested meetings. The Organiser will provide Mentor with templates for the documents to be produced. Mentors and Participants will meet again at the closing bootcamp, held in October/November 2018, that will official seal the closing of their mentoring relationship. At the end of the coaching service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants. 3 Payment The Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall<|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|>vent or remedy possible identity theft, financial harm or any other claims of harm related to a breach) incurred as a result of, or arising directly out of or in connection with any acts or omissions of Contractor or any party under its control, including, but not limited to, negligent or intentional acts or omissions, resulting from a Security Breach or encryption failure in the transmission of such Personal Information, except to the extent such act or omission is caused by the sole negligence of National Grid. This provision shall survive termination of this Addendum, the Non-Disclosure Agreement and any other agreement between the Parties relevant to the Purpose. 2.17 Contractor shall maintain or cause to be maintained sufficient insurance coverage as shall be necessary to insure Contractor and its employees, agents, Representatives and subcontractors against any and all claims or claims for damages arising under this Addendum and the Non-Disclosure Agreement and such insurance coverage shall apply to all services provided by Contractor or its Representatives, agents or subcontractors. 2.18 When required by law, by a court or by other governmental or regulatory authorities (including, without limitation, an employment tribunal), Contractor shall provide, and formally document, a method that ensures that it can secure, preserve, and transfer digital evidence and artifacts to National Grid in a format that shall comply with such law or be admissible by such court or authority. Deviations from the documented method, either ad-hoc or permanent (e.g. due to new case law or technological advancements), must be agreed upon by the Parties in advance and must still adhere to the aforementioned format and documentation requirements. 2.19 In the event that Contractor fails to fulfill the above obligations or in the event that such failure appears to be an imminent possibility, National Grid shall be entitled to all legal and equitable remedies afforded it by law as a result thereof and may, in addition to any and all other forms of relief, recover from the undersigned all reasonable costs and attorneys’ fees encount<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ered by it in seeking any such remedy. 3.0 DATA SCRUBBING VERIFICATION 3.1 Upon termination of all agreements between the Parties relevant to and in connection with the Purpose, Contractor shall return to National Grid all Personal Information or destroy such Personal Information beyond recovery and certify such destruction in writing to National Grid. Without limiting the foregoing, upon termination of all agreements between the Parties relevant to and in connection with the Purpose, Contractor shall use the best possible means to scrub, or otherwise destroy beyond recovery all electronic Personal Information in its possession, certifying such destruction in writing to National Grid’s procurement agent, and providing National Grid with a written explanation of the method used for data disposal/destruction, along with a written certification that such method meets or exceeds the National Grid’s data handling standards and industry best practices for the disposal/destruction of sensitive data. If such return or destruction is not feasible, Contractor shall provide to National Grid notification of the conditions that make return or destruction infeasible. Upon National Grid’s written agreement that return or destruction of Personal Information is infeasible, Contractor shall extend the protections of this Addendum to such Personal Information and limit further uses and disclosures of such Personal Information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Personal Information. 4.0 AUDIT 4.1 Contractor shall, from time to time during the term of the Non-Disclosure Agreement and for a period of seven (7) years thereafter, during regular business hours and upon reasonable notice, permit National Grid or its representatives to perform audits of Contractor’s facilities, equipment, books and records (electronic or otherwise), operational systems and such other audits as may be necessary to ensure: (a) Contractor’s compliance with this Addendum, (b) Contractor’s compliance with all applicable Law, and (c) Contractor’s financial and operational viability, including but not limited to Contractor’s internal controls, security policies, business resumption, continuity, recovery, and contingency plans. 4.2 National Grid requires an annual written self-certification from Contractor based on an independent third party audit that scrutinizes and confirms the effectiveness of controls. If Contractor fails to perform its audit obligations hereunder, National Grid (or an independent third party auditor on its behalf that is subject to confidentiality obligations) may audit Contractor and subservice providers control environments and security practices relevant to services provided once in any twelve (12)-month period, with reasonable prior written notice (at least seven (7) days’ notice) and under reasonable time, place and manner conditions. 4.3 In addition to the above, National Grid may also request Contractor to participate in an audit and information disclosure in the event (a) National Grid receives any audit requests from a governmental or regulated agency, and/or (b) within 24 hours if Contractor 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|> accuracy or completeness of the Evaluation Materials, expressly disclaim any and all liability for the information contained in or omitted from the Evaluati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on Material furnished by or on behalf of the Company and shall have no liability to you, your Affiliates or the Representatives or any other Person relating to 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|>eceiving 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 <|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|> processes, marketing and sales processes and techniques, customer lists, price lists, suppliers, current and future product developments. Confidential Information shall not include information, technical data or knowledge which: a. is already known to the Receiving Party; b. is or becomes publicly known through no wrongful act of the Receiving Party; c. is rightfully received from a third party without restrictions and without breach of this Agreement; d. is ind<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ependently developed by the Receiving Party; e. is approved for release by written authorization of the disclosing party; or f. if orally disclosed by one party to the other and within thirty (30) days after the oral disclosure, the disclosing party does not so identify it in writing as Confidential Information. Neither party will disclose to third parties or fail to treat as Confidential Information any information received orally from the disclosing party unless the disclosing party fails for thirty (30) days after such disclosure to identify the information disclosed as being confidential or proprietary. 2. Term. This Agreement shall commence when executed and continue for a period of one (1) year. The Parties agree that from the date of first receipt, and for a period of three (3) years following the last disclosure of Confidential Information, the party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in this Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential information which it does not desire to have published or disseminated. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as strict as required by this Agreement. 3. Marking. All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked. It is the intent of the Parties to mark information as confidential and/or proprietary prior to release to the Receiving Party. However, such markings may be overlooked and or disclosed verbally or visually and shall not diminish the value of its confidentiality. 4. Return of Confidential Information. All Confidential Information and any copies and extracts thereof shall be promptly r<|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|>ortion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is 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. Any 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, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to rec<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereund<|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 AGREEMENT Thank you for visiting our website and your interest in learning more about opportunities with our organization. We are interested in learning more about you! This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between AAGEX Freight Group, LLC (“AGX”), and the party identified as agent candidate below (“Candidate”). AGX and CANDIDATE may be referred to herein individually as a “Party” and jointly as the “Parties.” 1. Background. AGX and CANDIDATE desire to exchange information and to engage in discussions concerning AGX’s agent program and Candidate’s qualifications to establish a freight Agency Relationship. In the course of such discussions and negotiations, it is anticipated that a Party (“Disclosing Party”) may disclose or otherwise make available to the other Party (“Receiving Party”) certain confidential and proprietary information for the purpose of enabling the Receiving Party to evaluate and the prospective business relationship (the “NDA Purpose”). The Parties have entered into this Agreement in order to ensure the confidentiality and proper protection of such confidential and proprietary information. 2. Confidential Information. As used in this Agreement, the term “Confidential Information” shall mean all information that is not generally known or readily ascertainable by proper means by other persons and is either (i) designated as “confidential” or “proprietary” by the Disclosing Party prior to or at the time of disclosure or (ii) information that a reasonable person should recognize as being confidential or proprietary, based on the nature of the information and/or the circumstances of its disclosure. By way of example, Confidential Information includes, without limitation, information regarding a Party’s products, product development, services, agreements and contracts, business operations, business plans and financial affairs; employees and other personnel; vendors and customers; marketing plans and strategies; processes, compensation formulas, methods and specifications; and information technology network. Additionally, the fact of the Parties discussions regarding a potential business relations<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hip shall be deemed Confidential Information subject to the protections of this Agreement. Confidential Information may be either the property of the Disclosing Party or information provided to the Disclosing Party by a third party. 4. Disclosure and Protection of Confidential Information. The Receiving Party shall (i) hold all Confidential Information in confidence, and shall not 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|>Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public inf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ormation, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residual<|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|>tial 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 Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or b. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: a. supervising those who provide Banking a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nd Financial Services to Customers or Potential Customers; b. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee’<|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|>ment. 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; 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 expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling. 15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law. 16. I represent and warrant that I have the authority to enter into this Agreement. 17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time, if I so choose. DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT Acknowledgement Typed/Printed Name: Government/Department/Agency/Business Address Telephone Number: I make this Agreement in good faith, without mental reservation or purpose of evasion. Signature: WITNESS: Typed/Printed Name: Government/Department/Agency/Business Address Telephone Number: Signature: This form is not subject to the requirements of P.L. 104-13, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>“Paperwork Reduction Act of 1995” 44 USC, Chapter 35.<|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|>dentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approval. (2) Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto and not to affect, in any way, each party's relative competitive position to each party or to other entities. It is further agreed, that the information to be disclosed to each other shall only be that information which is reasonably necessary to a Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. For purposes of determining when information is reasonably necessary for such purpose, legal counsel to each party shall agree, in advance, to review information requests so as to comply with such standard. (3) Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other's Evaluation Material solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto, and that the disclosing party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the purposes stated above any of the other's Evaluation Material in any other manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives which need to know such information for the sole purpose of evaluating a possible Transaction between the parties, who are informed of the confidential nature of such information and are subject to confide<|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 (“the Agreement”) is entered into by and between The Royal Heraldry Society of Canada (“the Society”) with its head office in Ottawa, Ontario and its member or other authorized person, (“Receiving Party”) located at . The parties agree to enter into a confidential relationship with respect to the improper disclosure (“Improper Disclosure”) of certain confidential information (“Confidential Information”) to which the Receiving Party will have access to upon receiving access to the membership database maintained by the Society. 1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information contained in the membership database, such as members’ names, addresses, birthdates, occupations, spouses’ names, email addresses, telephone numbers, etc. 2. Definition of “Improper Disclosure”. All Confidential Information contained in the membership database may be used by the Receiving Party exclusively for conducting the business of the Society. Any disclosure of Confidential Information to any person or corporation for any commercial or other purpose not necessary for the conduct of the Society’s business shall be deemed Improper Disclosure. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive purposes of the Society. Receiving Party shall not use any Confidential Information for their own benefit or permit the use of Confidential Information by others for their benefit or to the detriment of the Society or its good name. Upon termination of membership, Receiving Party will immedia<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tely return to the Society all records, notes and other written, printed or tangible material in its possession, including CDs and DVDs pertaining to Confidential Information. Confidential Information stored electronically in computers or any other electronic devices will be deleted upon membership termination. 4. Time Period. The nondisclosure provision of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect indefinitely. 5. Penalties. If proven Improper Disclosure shall take place, the Receiving Party’s membership in the Society shall be terminated immediately. Depending on circumstances, there may also be recourse to the courts and criminal or civil action, or both, may be initiated by the Society or by injured parties. This Non-disclosure Agreement and each party’s obligations shall be binding on the Receiving Party and the Society. Each party has signed this Agreement through its authorized representative. Signature of Receiving Party Printed Name Date: Witness to Signature of Receiving Party Signature Name and Address of Witness Printed Name Address: Signature of Authorized Representative of the Society Printed Name 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|> Transaction”), the Party referred to as the “Provider” is prepared to make available to the Party referred to as the “Recipient” certain “Evaluation Material” (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth. 2. Definitions. (a) The term “Evaluation Material” means information concerning the Provider which is furnished on or after November 8, 2011 to the Recipient or its Representatives (as defined below) on the Recipient's behalf in connection with the Recipient’s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives to the extent containing or which are based upon, in whole or in part, the information furnished by the Provider hereunder, The term Evaluation Material does not include information which (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient’s or its Representatives possession prior to its being furnished to the Recipient or its Representatives by or on behalf of the Provider, provided that the source of such information was not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the Provider or its Representatives, provided that the source of such information was <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iv) was or is independently developed by the Recipient or the Recipient’s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives. (b) The term “Representatives” in the case of JDA shall mean the directors, officers, employees, counsel, investment bankers, financial advisors, agents, consultants, advisors, accountants or auditors of JDA. The term “Representatives” in the case of RHI shall mean the directors, officers, employees, counsel, and with prior written consent of JDA (not to be unreasonably withheld), investment bankers, financial advisors, potential sources of capital or financing (debt or equity), agents, consultants, advisors, accountants or auditors of RHI. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of RHI to discuss with, or engage, Greenhill & Co, or Bain & Company to act as its consultant, investment banker or financial advisor in connection with a Possible Transaction or to discuss with, or engage, Deloitte as its advisor or accountant in connection with a Possible Transaction. (c) The term “Person” includes the media and any corporation, partnership, group, individual or other entity. 3. Use of Evaluation Material. The Recipient and its Representatives will use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and, subject to Section 5, will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient’s Representatives for the purpose of helping the Recipient evaluate a Possible Transaction. The Recipient agrees to be responsible for any breach of this Agreement by any of the Recipient’s Representatives, other than those of Recipient’s unaffiliated Representatives who have entered into a separate confidentiality agreement with the Provider. This Agreement does not grant the Recipient or any of its Representatives any license to use the Provider’s Evaluation Material except as provided herein. For the avoidance of doubt, RHI agrees that it shall not disclose any of the Evaluation Material provided by or on behalf of JDA to any of its affiliates that are not included in the definition of RHI. 4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written co<|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 AGREEMENT This MUTUAL NON-DISCLOSURE AGREEMENT, dated as of , 2017 is entered into by and between Spa de Soleil, Inc., a California corporation having a principal business address at 10443 Arminta Street, Sun Valley, California 91352 (hereafter “Spa De Soleil”) and , a whose principal address is (hereafter “Business”) (Spa De Soleil and Business are sometimes hereafter referred to as “ Parties” or individually “Party”). It is understood and agreed to that the Parties would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the Parties agree as follows: 1.0 The confidential information to be disclosed under this Agreement (”Confidential Information”) can be described as and includes: technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” or proprietary at the time of its disclosure. a. In addition to the above, Confidential Information shall also include, and the Parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>onfidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure. 2.0 The Parties shall use the 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|>its Representatives. 4. Disclaimer of Warranty. Neither Owner nor its Representatives has made or makes any representation or warranty regarding the accuracy or completeness of the Confidential Materials. Buyer agrees that neither Owner nor its Representatives shall have any liability to Buyer or any of its Representatives resulting from Buyer’s use of the Confidential Materials, except as may be expressly set forth in a definitive written agreement, between the parties hereto with respect to a Transaction in accordance with the terms hereof. 5. Release and Waiver of Warranties and Claims. Except as set forth herein, Buyer expressly acknowledges that the Confidential Materials are being provided solely as a courtesy and without any representation or warranty of any kind. As part of Buyer’s agreement to accept and use the Confidential Materials and Audit as such use is defined herein, and as consideration for the release of the Confidential Materials by Owner, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS, CLAIMS, CAUSES OF ACTION OR DEMAND BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE CONFIDENTIAL MATERIALS. 6. Due Diligence. Buyer acknowledges they will be conducting due diligence with regard to the Property and that such due diligence is the sole responsibility of Buyer. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Owner, the Property or the tenants of the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, protect, defend, and hold Owner and the Property harmless from and against any such breach of this Agreement. Without limitation on the foregoing, in no event shall Buyer contact any tenant of the Property without Owner’s express written consent. Owner shall have the right, at its option, to cause a representative of Owner to be present at all inspections, reviews and examinations conducted hereunder. 7. Remedies. Buyer acknowledges that if this Agreement is breached, Owner could not be made whole by monetary damages. Accordingly, Owner, 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 breaches of this Agreement, and to an order compelling specific performance of this Agreement. Buyer shall reimburse Owner for all costs and expenses, including reasonable attorney’s fees, incurred by Owner if Owner successfully enforces the obligations of Buyer and its Representatives hereunder. 8. Brokerage Entities. Buyer has been advised that The Kase Group (“TKG”) is acting on behalf of Owner as broker (“Broker”) in connection with the proposed sale of the Property, and Owner has agreed to pay a commission to TKG upon a sale of the Property in accordance with a separate agreement between Owner and TKG. In the event the sale of the Property is consummated and the Buyer represented by a Buyer’s Broker as disclosed herein, TKG shall pay to Buyer’s Broker per a separate agreement out of the commissions received by TKG from Owner. Buyer and Buyer’s Broker agree to indemnify and hold harmless TKG and Owner, their respective affiliates, partners, subsidiaries, reasonable attorney’s fees arising out of any claim or claims by any broker, finder or similar agent (including but n<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ot limited to Broker) for commissions, fees or other compensation for bringing about any sale of the Property. Buyer shall be responsible for their broker’s confidentiality in regards to the Confidential Materials. 9. Miscellaneous a) Assignment; Binding Effect. All of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors, permitted assigns and designees of Owner, and the successors of Buyer. Buyer may not assign this Agreement. b) Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law. c) Survival. Except as otherwise provided in this Agreement, Owner and Buyer agree that the covenants, warranties and representations contained herein shall survive the completion of the<|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|> coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her. 4 Definition of Confidential Information “Confidential Information” means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include: > information already known or independently developed by Mentor prior to the disclosure of any Idea; > information already in the public domain through no wrongful act of Mentor; or > information received from a third party who was free to disclose such information. In case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential. 5 Non-Disclosure of Confidential Information / Obligations of Mentor Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas. Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants. Mentor shall require his/her employees who will have access to Confidential Information to commit to a non-disclosure agreement that protects the Confidential Information to at least the same degree as this Agreement. Mentor shall take all reasonable measures to protect the secrecy of, and avoid any unauthorised disclosure or use of Confidential Information. Such measures shall include the highest degree of care that Mentor utilises to protect Mentor’s own confidential information of a similar nature, but no less than reasonable care. Notwithstanding Mentor’s right to assess and rate the Ideas of the Participants, Mentor shall not use the Confidential information for his/her own<|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|>NFORMATION to any person or ENTITY outside the RECEIVING PARTY or its assignee under this Agreement, except as expressly authorized under this AGREEMENT. (d) The RECEIVING PARTIES agree that they will not disclose any CONFIDENTIAL INFORMATION to any contractor or consultant who is not bound by a non-disclosure agreement with the RECEIVING PARTY. CONFIDENTIAL INFORMATION may only be disclosed to those employees, subcontractors and officers of a PARTY and a Party’s subsidiaries and affiliates with a direct need to know the information for purposes of NRSC analysis and to counsel for purposes of obtaining advice regarding that PARTY’s rights and responsibilities under this AGREEMENT. The RECEIVING PARTY agrees to be responsible for their employees, subcontractors and officers’ compliance with this AGREEMENT. (e) Each PARTY shall exercise its reasonable commercial efforts to ensure the continued confidentiality of all CONFIDENTIAL INFORMATION delivered or disclosed pursuant to this AGREEMENT and, in any event, shall protect such information with at least the same degree of care it uses to protect its own confidential, commercial, proprietary, and financial information of a similar nature. If any CONFIDENTIAL INFORMATION is, intentionally or unintentionally, disclosed to a third party without authorization, any PARTY with knowledge or information relating to such disclosure shall immediately notify the DISCLOSING PARTY and shall take all reasonable steps to assist the DISCLOSING PARTY in limiting the unauthorize<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d disclosure. (f) Except as specified in this Subsection, nothing herein shall preclude a PARTY who becomes legally obligated by any governmental ENTITY with jurisdiction over it from complying with a court order or other valid legal process compelling disclosure of CONFIDENTIAL INFORMATION. If a PARTY receives a court order, subpoena, document demand, or other order or process compelling or seeking disclosure of CONFIDENTIAL INFORMATION, such PARTY shall provide the DISCLOSING PARTY with prompt written notice of such demand or request, and, in any event, before any CONFIDENTIAL INFORMATION is disclosed. The PARTY served with such demand, order or process shall resist disclosure on grounds of this AGREEMENT, and shall take all reasonable steps to provide the DISCLOSING PARTY a full and fair opportunity, prior to disclosure, to resist, oppose or otherwise limit any disclosure of such CONFIDENTIAL INFORMATION. The PARTY will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any CONFIDENTIAL INFORMATION that is so disclosed. (g) Upon the written request of a DISCLOSING PARTY, a PARTY shall return, or destroy, at DISCLOSING PARTY’s option, within seven (7) business days, any and all CONFIDENTIAL INFORMATION disclosed or provided to that PARTY by the DISCLOSING PARTY. (h) It is expressly understood and agreed by the PARTIES that no right, title, interest, license, or ownership or other right in any copyright, patent, trademark or other intellectual property or proprietary right of any DISCLOSING PARTY or any third party shall be granted or transferred to any RECEIVING PARTY or any ENTITY or other third party pursuant to, or as a result of, this AGREEMENT. (i) It is further expressly understood and agreed by the PARTIES that nothing contained in this AGREEMENT, and nothing contained in any information disclosed pursuant to this AGREEMENT, shall constitute any representation or warranty by the DISCLOSIN<|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|>ably expected to understand the confidential or proprietary nature of such information. Section 2. Non-Disclosure to Third Parties. Neither party shall communicate the other's Confidential Information in any form to any third party without the other party's prior written consent and each party shall use its best efforts to prevent inadvertent disclosure of the other's Confidential Information to any third party. Any Confidential Information disclosed to a third party pursuant to this Section shall be provided pursuant to a non-disclosure agreement between the party providing the information and the third party, which non-disclosure agreement shall substantially conform to this Agreement. In addition, the parties agree that they will conform to the provisions of applicable securities laws in connection with their use of the Confidential Information. Section 3. Authorized Disclosure. The parties acknowledge that in order to enable them to discuss pursuit of a business relationship each may be required to disseminate the other party's Confidential Information to various of its employees. Each party undertakes to cause any of its employees to whom such Confidential Information is transmitted to be bound to the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement. Section 4. Survival of Terms. The obligations of this Agreement shall terminate with respect to any particular portion of a party's Confidential Information: (i) if either party can show that the Confidential Information received from the other is or has become generally available to the public through no violation of the terms of this Agreement; *** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request. (ii) if either party can show that such Confidential Information is in a written record in such party's files prior to receipt from the other party; (iii) if either party at any time lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure; (iv) if such Confidential Information is disclosed with the prior written consent of the party to whom such Confidential Information belongs, provided that any disclosure complies in all respects with the terms of such<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> written consent; or (v) if such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the party to whom such Confidential Information belongs shall be given written notice prior to such disclosure and such disclosure shall be permitted only to the extent required by law. Otherwise, the obligations of this Agreement with respect to either party's Confidential Information shall terminate on the later of (i) three (3) years after the Expiration Date (or earlier termination date) of this Agreement as set forth in Section 5 hereof, or (ii) in the event there are any contracts or agreements between the parties which are entered into in connection with information disclosed under this Agreement, three (3) years after the date of termination or expiration of all such contracts and agreements between the parties. Section 5. Extent of Agreement. (a) This Agreement shall govern all communications between Federal and IBS that are made from the Effective Date of this Agreement through and including the date which shall be three (3) years from the Effective Date of this Agreement (the "Expiration Date"). Notwithstanding the Expiration Date, the parties agree that in the event of any breach of this Agreement by a party, the injured party shall have the right to immediately terminate this Agreement. (b) This Agreement is not an agreement by either party to enter into any business relationship with the other or to procure any product or service from the other. Any agreement for such business relationship, purchase or other procurement shall be at the discretion of the parties and shall be evidenced by separate written agreements executed by the parties. Section 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Tennessee. Section 7. Injunctive Relief. In addition to and not in lieu of the right to terminate as provided in Section 5, the parties agree that in the event of any violation or threatened *** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request. violation of this Agreement the injured party shall be authorized and entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which the injured party may be entitled. Section 8. Valid Agreement. Both parties acknowledge that this Agreement is valid and legally binding and has been execut<|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|>ch contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the “Evaluation Materials”). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this agreement The term “Evaluation Materials” includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as “confidential”. The term “Evaluation Materials” does not include information which, you establish through written documentation, (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you without violating your obligations hereunder. The terms of this section “Confidentiality of Evaluation Materials” shall remain in effect for 2 years from the effective date of this agreement. Use of Evaluation Materials You will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) such information may only be disclosed to those of your directors, officers, employees, affiliates, agents, representatives (including attorneys, accountants and financial advisors), and lenders (collectively, “your representatives”) who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree (in writing, if requested by the Company or its advisors), to treat such information confidential in accordance with the agreement) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated, neither you nor your representatives shall use any of the Evaluation Materials for any purpose. In any event, neither you nor any of your representatives will use the Evaluation Materials in any way which is or may be detrimental to the Company. You will be responsible for any breach of this agreement by you or your representatives. Notwithstanding any other provision hereof, the Company reserves the right not to mak<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e available hereunder any information, the provision of which is determined by us, in our sole discretion, to be inadvisable or inappropriate or competitively sensitive. In the event that you or any of your representatives received a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such request, (ii) consult with the Company on the advisa<|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|>shall include the feminine and neuter gender and vice versa, and a reference to natural persons shall include created entities (corporate and unincorporated) and vice versa. 1.3 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. 1.4 The terms of this Agreement, having been negotiated, shall not be interpreted against the person/entity who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the person/entity relying on same. 1.5 This Agreement shall be governed by, construed and interpreted in accordance with the law of the Republic of South Africa. 1.6 This Agreement constitutes a stipulatio alteri (namely, a benefit in favor of a third party which may be accepted by such third party) in favor of the Business/es and the Seller/s, the benefits of which may be accepted by them at any time. 2. BACKGROUND 2.1 The Buyer records that it is (and/or has been and/or will be) partaking in investigations of (and/or negotiations with) various Seller/s and/or Business/es, with a view towards potentially acquiring such Business/es. The Buyer further acknowledges that it is serious in its investigations towards potentially acquiring a Business. 2.2 The Buyer realises that, in the course of its investigations (and/or negotiations), Aldes, the Business/es and/or the Seller/s will be required to disclose Confidential Information and/or Confidential Material to the Buyer, albeit for the purposes of assisting the Buyer in determining whether or not it wishes to acquire any Business/es or otherwise. 2.3 The Buyer acknowledges and agrees that the sole reason for, and the sole purpose of, any disclosures of Confidential Information and/or Confidential Material by Aldes, the Business/es and/or the Seller/s is strictly limited to that stated in clauses 2.1 and 2.2 above (the “Purpose”). 3. PERIOD 3.1 This Agreement shall be taken to have commenced, notwithstanding the signature date hereof, on the earliest of: 3.1.1 the date of signature of this agreement by the Buyer; or 3.1.2 the date of the first meeting or correspondence between Aldes and the Buyer regarding any Business/es and/or Seller/s; and shall continue in perpetuity thereafter. 4. UNDERTAKING OF CONFIDENTIALITY 4.1 The Buyer undertakes, towards and in favour of each of Aldes, the Business/es and the Seller/s (jointly and severally), with regard to and in respect of any and all of the Confidential Information and/or Confidential Materials, that it will keep same (irrespective of how same was disclosed to the Buyer) strictly confidential and secret and that it will hold same in absolute trust and confidence. 4.2 The Seller/s and/or the Business/es shall retain ownership of all their Confidential Information and/or Confidential Materials, which shall be deemed to be lent to the Buyer for the Purpose only. 5. LIABILITY 5.1 The Buyer acknowledges that it will be liable, responsible and accountable to each of Aldes, the Business/es and the Seller/s (jointly and severally) for a breach of this Agreement by itself or any of its related or inter related parties, employees, consultants, advisers and/or agents. 6. NON-CIRCUMVENT 6.1 The Buyer acknowledges that Aldes will be deemed and regarded (and will be<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>) the effective cause of any transaction which may transpire and/or materialise between the Buyer and any Business/es and/or Seller/s. 6.2 The Buyer warrants and guarantees that it will never circumvent Aldes (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly), in negotiating or concluding any transactions, arrangements and/or agreements contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Seller/s and/or Business/es. For avoidance of doubt, the Buyer will at all times act in good faith and will only transact and deal with Seller/s and/or Business/es, via the brokerage, intervention and mediation of Aldes. 6.3 The Buyer acknowledges and agrees that Aldes is, will be and will remain entitled to receipt of <|eot_id|> |
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