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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|>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 employee 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 of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforce<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>able. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & 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|>NON-DISCLOSURE AGREEMENT This Agreement, made and entered into as of the 30th day of March, 2001, by and between MyPoints.com, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 100 California St., 12th Floor, San Francisco, CA 94111 ("MyPoints.com"), and United NewVentures, a division of United Airlines, Inc. with its principal place of business at 1200 E. Algonquin Rd, Elk Grove Village, IL 60007 ("Receiving Party"). WHEREAS, MyPoints.com is engaged in the business of marketing and selling online business programs and services, and owns and operates the MyPoints(R) Program, BonusMail(R) Program and other internet related programs; WHEREAS, Receiving Party, in con<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>junction with OurHouse, Inc., has indicated an interest in potentially acquiring MyPoints.com and in this regard has requested certain financial, business, technical and other information about MyPoints.com which information is proprietary to, and held as the confidential information of, MyPoints.com (hereinafter referred to as the "Confidential Information"); WHEREAS, MyPoints.com has agreed to provide the Confidential Information to Receiving Party, and Receiving Party agrees to accept such Confidential Information only in strict accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows: 1. This Agreement shall bind Receiving Party and those taking under it with regard to all Confidential Information disclosed to, or obtained by, Receiving Party hereunder. For the purposes of this Agreement Confidential Information shall include all information disclosed, directly or indirectly, through any means of communication or observation, by MyPoints.com to or for the benefit of Receiving Party, that relates to or is derived from MyPoints.com's technical, business, strategic, marketing or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of MyPoints.com. Any material provided by MyPoints.com to Receiving Party which is clearly designated "Confidential" (or other similar legend) will be presumed to be Confidential Information. The absence of any such legend, however, will not preclude the same from being deemed Confidential Information. 2. Receiving Party agrees that receipt of Confidential Information, pursuant to this Agreement, is exclusively for the purpose of evaluating a potential acquisition of MyPoints.com and Receiving Party shall not use the Confidential Information for any other purpose. 3. Confidential Information disclosed to Receiving Party hereunder shall: a. not be copied or distributed, disclosed, or disseminated in any way or form by the Receiving Party to any 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|>res Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor; iii. As required by FERC orders, rules or regulations, provided th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or iv. As may be otherwise agreed to by WECC in writing. 3. Market Sensitive Information a. Data Recipient agrees not to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric power or other electric power marketing functions. 4. Compelled Disclosures a. Notwithstanding anything to the contrary herein, Data Recipient may disclose Non-Public Information to a governmental authority as required by law, provided that to the extent permitted by law: i. Data Recipient notifies WECC as soon as reasonably possible of the required disclosure; ii. Data Recipient does not disclose the Non-Public Information until WECC has had a reasonable <|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 may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information 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, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up. 10. Each party acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Confidential Information. 11. Until a separate definitive agreement regarding a potential relationship or 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 any proposal, term sheet, letter of intent, or draft agreement relating to any such potential relationship or transaction (other than with respect to t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he confidentiality and other matters set forth herein). Each party hereto and its Representatives (a) may conduct the process that may or may not result in definitive agreement in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party); and (b) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties’ consideration of the potential relationship or transaction (including, without limitation, terminating all further discussions with the other party and requesting that the other party return or destroy the Confidential Information as described above). Either party can end the discussions at any time, for any reason, and without liability to the other. Any business decision either party makes in anticipation of definitive agreements is at the sole risk of the party making the decision, even if the other party is aware of or has indicated approval of, such decision. 12. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. 13. Without prejudice to the rights and remedies otherwise available to either party hereto, each party hereto shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement. 14. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty regarding the Confidential Information, including, without limitation, any representation or warranty as to the completeness or accuracy of the Confidential Information. 15. The Receiving Party will not directly or indirectly transfer any Confidential Information to any country, entity or person prohibited from obtaining such information by U.S. export laws and shall otherwise comply with all applicable U.S. export laws and regulations. 16. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect. 17. This Agreement constitutes the entire understanding between the parties hereto as to Confidential Information disclosed 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|>attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection. 10. Enforcement/Attorneys’ Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. 11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization. 12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law. 13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank’s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right 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 cau<|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 (this "Agreement") is made as of April 2, 1998, by and between RENAISSANCE GOLF PRODUCTS, INC., a Delaware Corporation ("Renaissance"), and the WORLD GOLF FEDERATION, INC. ("Corporation"), a Texas corporation, and JOSEPH P. CONNORS, an individual, WILLIAM PETMECKY, an individual, KIP GUNDRY, an individual, and<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> TROY HORTON, an individual (collectively referred to as the "Undersigneds"). This Agreement is entered into with reference to the following facts: A. The Corporation has been engaged in the business of designing, developing, organizing, and managing golfing events as well as marketing its events through a network of independent distributors (the "Business"). B. Pursuant to the Asset Purchase Agreement of April 2, 1998, by and among the Corporation, Joseph P. Connors, William Petmecky, Kip Gundry, and Troy Horton, shareholder and/or employees of or distributors for the Corporation, and the Purchaser (the "Purchase Agreement"), the Purchaser is purchasing substantially all of the assets of the Corporation and the business of the Corporation as a going concern. C. The Undersigneds the Corporation and a shareholder of the Corporation, and will derive substantial benefit from the transactions contemplated by the Purchase Agreement. D. As a result of the Undersigneds' prior business activities and prior association with and/or employment by the Corporation, the Undersigneds have detailed knowledge and posses confidential information concerning the business and operations of the Corporation. E. After the closing of the transaction contemplated in the Purchase Agreement, Connors, Petmecky, Gundry, and Horton desire to continue to engage in the Business, subject, however, to the terms, conditions, and limitations set forth in this Agreement. F. In order to induce the Purchaser to consummate the transactions contemplated by the Purchase Agreement, the Undersigneds have agreed and the Purchaser has required the Undersigneds to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. RESTRICTIVE COVENANTS. 1.1 The Undersigneds acknowledge and agree that: (i) the business contacts, customers, suppliers, technology, know-how, trade secrets, marketing and distribution techniques, and other aspects of the business of the Corporation have been of value to the Corporation, and have provided the Corporation (and will hereafter provide the Purchaser) with substantial competitive advantage in the operation of its business, and (ii) by virtue of their previous relationships with the Corporation as officers, managers, Shareholders, employees, and/or affiliates, the Undersigneds have detailed knowledge and possess confidential information concerning the business and operations of the Corporation. 1.2 It is hereby agreed that none of the Undersigneds shall, directly, or indirectly, for itself or themselves, or through or on behalf of any other person or entity including, without limitation, family members, trusts, or other business or estate planning arrangements engage in the following: (a) at any time, divulge, transmit, or otherwise disclose or cause to be divulged, transmitted, or otherwise disclose, any business contacts, client, distributor, or customer lists, technology, know-how, traded secrets, marketing techniques, supplier contacts, contracts, or other confidential or proprietary information of the Corporation of whatever nature existing on or prior to the date hereof (provid<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>this Agreement, disclose matters that are made confidential by this Agreement to governmental officials or the public as required by any law, regulation, order, rule, ruling or other requirement of law (“Law”). Notwithstanding the foregoing, if any Recipient receives a request for Confidential Information, Recipient shall give Disclosing Party prompt written notice at the address designated herein prior to any disclosure in sufficient time to allow Disclosing Party, at its sole cost and expense, to seek a protective order or other appropriate remedy concerning such disclosure. Recipient will disclose only such information as it determines is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Recipient is not required to seek or obtain a judicial determination establishing confidential treatment, but it will cooperated in any efforts to do so by Disclosing Party. The address and phone number for notification to Anaheim is: City of Anaheim, Attention: Public Utilities General Manager, 201 South Anaheim Blvd., Suite 1101, Anaheim, California 92805 and (714) 765-5173. The address and phone number for notification of Respondent is: [Insert Respondent’s Contac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t Name, Phone, Address, and email]. 2. Confidentiality Period. This Agreement and Recipient’s duty to protect Confidential Information expires the longer of three (3) years from the date set forth above or after the conclusion of the Decommissioning of SONGS is completed, unless the Parties agree in writing to a different term. 3. Standard of Care. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information as Recipient uses to protect its own Confidential Information. 4. Identification. Recipient’s obligation shall only extend to Confidential Information that: (a) is marked as confidential at the time of disclosure; or (b) is unmarked (e.g. orally disclosed) but treated as Confidential Information at the time of disclosure. 5. Exclusions. This Agreement imposes no obligation upon Recipient with respect to information that: (a) was rightfully in Recipient’s possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by Disclosing Party to a third party without duty of confidentiality on the third party; (e) is independently developed by Recipient; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Disclosing Party’s prior written approval. 6. Rights. The supplying of Confidential Information shall not be considered to provide any license or proprietary rights, including any implied patent license or intellectual property rights in the property of the other by virtue of this Agreement. 7. Return or Destruction. Recipient will return to the Disclosing Party, upon demand or in the event either Party ceases to be interested in pursuing the Purpose, all Confidential Information provided to Recipient, including all copies thereof which may have been made by or on behalf of Recipient, and Recipient shall destroy, or cause to be destroyed, all notes or memoranda or other stored information of any kind prepared by Recipient relating to the Confidential Information or discussions generally. 8. Representations and Warranties. The Parties acknowledge that, except as may be set forth in a definitive, written agreement, neither Party nor any of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representat<|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 mutual Nondisclosure Agreement (the "Agreement") is entered into between ACCRUENCE GMBH LOEWENICHSTR. 3 91054 ERLANGEN, GERMANY and and is effective as of the last date signed. The parties agree that in order for them to explore opportunities and examine how they might work together to their mutual benefit, it will be necessary and desirable that they disclose confidential business information. The parties agree to protect each other's Confidential Information disclosed before or after the execution of this Agreement on the following terms. 1. Each party shall use its reasonable best efforts to keep the other's Confidential Information secret. Each party shall use at least the same degree of care to avoid unauthorized disclosure or use of the other's Confidential Information as it employs with respect to its own Confidential Information of like importance. 2. Neither party has any obligation with respect to any Confidential Information which (a) that party independently develops without reference to the Confidential Information; (b) is or becomes publicly known without a breach of this Agreement by either party or is known prior to the date hereof; (c) is disclosed to it by a third person who is not required to maintain its c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>onfidentiality; (d) is approved for release by the other party in writing. The party claiming any of the above exceptions has the burden of proving its applicability. 3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. Each party shall take appropriate action with its employees and advisors to satisfy its obligations under this Agreement. Each party shall be responsible to the other for any violation of this Agreement by its own employees or consultants. 4. Neither party may print or copy, in whole or in part, any documents or magnetic media containing any Confidential Information without the prior written consent of the other party other than copies for employees or consultants who are working on the matter and have a need to know. 5. Neither party may use the other's Confidential Information for any purpose but the Business Purpose stated above. 6. Each party's Confidential Information shall remain its own property. Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. 7. The obligation of confidentiality shall extend to three years from and including the date of return of the Confidential Information and certification of destruction of any copies made. At any time, either party may notify the other party in writing that future disclosures shall not be governed by this Agreement. 8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information. 9. Each party agrees that in the event of a breach or threatened breach by either party, including its agents, directors, or employees, of the provisions of this Agreement, the non-breaching party may hav<|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|> in this Agreement, (i) the term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, officers, general partners, managers, members, employees, agents and advisors (including, without limita<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion, financial advisors, legal counsel and accountants), and with the written consent (including via email, which such consent shall not be unreasonably withheld or delayed) of the Company or as referenced on the attached Schedule A of this Agreement any consultants and potential financing sources; (ii) the term “affiliate” has the meaning given to that term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) the term “person” shall be broadly interpreted to mean all natural and legal persons, including, without limitation, any company, corporation, general or limited partnership, limited liability company, trust, or other entity. 1. Evaluation Material. As used in this Agreement, the term “Evaluation Material” means all information concerning the Company (whether furnished on or after the date hereof, whether prepared by the Company, its Representatives or otherwise, whether or not marked as being confidential, and irrespective of the form of communication, including oral as well as written and electronic communications) that is furnished to you or to your Representatives by or on behalf of the Company. The term “Evaluation Material” also includes all notes, analyses, compilations, studies, interpretations and other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information that the Company or the Company’s Representatives furnish to you or your Representatives. The term “Evaluation Material” does not include information that (a) has become generally known to the public other than as a result of a disclosure by you or your Representatives in breach of this Agreement, (b) was within your possession prior to it being furnished to you by or on behalf 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|>Elektromotorji in gospodinjski aparati, d.o.o. Otoki 21, 4228 Železniki Non-Disclosure Agreement No.: Agreed between: Domel Elektromotorji in gospodinjski aparati, d.o.o., Oto<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ki 21, 4228 Železniki, Identification No.: 5045401, tax No.: SI47263512, represented by the president of the board, dr. Jožica Rejec (hereinafter referred to as the owner) and Identification No.: , tax No.: , represented by (hereinafter referred to as the supplier) The subject of the agreement The aim of the agreement is to guarantee that confidential data are not communicated to third parties. Data apply to: In this agreement, the expression “the recipient” is used for suppliers, subcontractors, manufacturers of production and inspection equipment, tools and machines as well as everyone involved in the planning process, according to the owner’s discretion. Confidential data protection Both parties, the owner and the recipient, are bound to guarantee that highly confidential written or verbal INFORMATION or business data which are subjects of this contract shall not be disclosed to third parties. The list of highly confidential INFORMATION includes: written or verbal information which the owner classifies as confidential, business discussions during the contract validity term, documents, letters, meeting minutes and e-mails, technical documentation, measurement and other reports, calculations and studies, drafts, photographs, and plans, lists of suppliers, specifications of material and tools, tools technical, know-how, inventions and ideas, promotional and presentational material, price information, other documentation. The recipient stores the received INFORMATION and business dat<|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|>rovided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information. (b) The term “Representatives” shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable. (c) The term “Person” includes the media and any corporation, partnership, group, individual or other entity. 3. Use of Evaluation Material. Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, 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 who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient’s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider’s Evaluation Material except as provided herein. 4. Non-Disclosure of Discussions. Subject to Section 5, each Company agrees that, without the prior written consent of the other Company, such Company will not, and it will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Companies, (ii) tha<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t discussions or negotiations are taking place between the Companies concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof). 5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide the Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that the Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in 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|> or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; (iii) becomes available to Vector on a nonconfidential basis from a source other than Captaris or any of its Representatives, provided that such source was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; or (iv) is independently developed by Vector without the use of any Evaluation Material and without any other violation of this agreement. Vector hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the parties, that the Evaluation Material will be kept confidential and that Vector and its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) Vector may make any disclosure of such information to which Captaris gives its prior written consent and (ii) any of such information may be disclosed by Vector to its Representatives who need to know such information for the sole purpose of evaluating and implementing a possible transaction between the parties, who shall keep such information confidential and who are provided with a copy of this letter agreement. In any event, Vector shall be responsible for any breach of this letter agreement by any of its Representatives, and Vector agrees, at its sole expense, to take reasonable measures (including but not limited to court proceedings) to restrain its Representatives from disclosure or use of the Evaluation Material in contravention of this agreement. In addition, except as required by law or any rule of any self-regulatory organization, each of Captaris and Vector agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been exchanged, that discussions or negotiations are or may be taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) unless such first party has determined in good faith, after consultation with outside counsel, that such disclosure is required in order to avoid a violation of law or any rule of any self-regulatory organization. In the event that (i) Vector or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the Evaluation Material furnished by Captaris or (ii) Vector or any of its Representative or Captaris or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e information described in the preceding paragraph (the “Other Confidential Information”)), then Vector or Captaris, as applicable (the “Disclosure Party”) shall, to the extent permitted by applicable law, provide Captaris or Vector, as applicable (the “Other Party”) with prompt written notice of any such request or requirement so that the Other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of any protective order or other remedy or the receipt of a waiver by the Other Party, the Disclosure Party or any of its Representatives determines in good faith, after consultation with the Disclosure Party’s outside counsel or such Representative’s counsel, as applicable, that it is legally compelled to disclose Evaluation Material (or any of the Other Confidential Information), the Disclosure Party or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material or Other Confidential Information that it determines in good faith, after consultation with such counsel, it is legally required to be disclosed, provided that the Disclosure Party exercise commercially reasonable efforts to preserve the confidentiality of the Evaluation Material and the Other Confidential Information, including, without limitation, by cooperating with the Other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Other Confidential Information. If either party decides that it does not wish to proceed with a transaction, it will promptly inform the other party of that decision. In that case, or any time upon the request of a party for any reason, Vector will promptly, at Vector’s option (i) return to Captaris and/or (ii) destroy all Evaluation Material (and all tangible copies thereof) furnished to it or its Representatives by or on behalf of the other party pursuant hereto, and in either case no copies thereof shall be retained except that, any of the foregoing notwithstanding, that portion of the Evaluation Material that may be found in analyses, compilations, studies, or other documents prepared by Vector’s Representatives, such Representatives’ agents, attorneys or employees, and oral or electronic Evaluation Material will be held by such Representatives and kept subject to the terms of this agreement or destroyed to the extent practicable and permitted by law. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. Notwithstanding the foregoing, (i) financial advisors to the parties may retain copies of the Evaluation Material and Other Confidential Information (including Evaluation Material and Other Confidential Information) stored on electronic, magnetic or similar media) in accordance with policies and procedure<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.5 NON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT THIS NON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into this 8 day of February, 2007, by and among Heritage Commerce Corp, a California Corporation (“Heritage”), Heritage Bank ofth Commerce, a California banking corporation (“HBC”) and James Mayer (“Shareholder”). WHEREAS, concurrently with the execution of this Agreement, Heritage, HBC and Diablo Valley Bank (“Diablo”) have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of February 8, 2007 whereby on the Effective Date (as defined in the Merger Agreement) Diablo will merge with and into HBC and HBC shall survive the merger (the “Merger”). WHEREAS, Shareholder is the President and Chief Executive Officer of Diablo and beneficially owns approximately 5.77% of the issued and outstanding shares of Diablo common stock; WHEREAS, Shareholder acknowledges that the execution and delivery of this Agreement by Shareholder is a condition precedent to the obligations of the parties entering into the Merger Agreement and the consummation of the Merger, and Shareholder<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> acknowledges and agrees that Heritage, HBC and Diablo would not proceed forward and consummate the transactions contemplated under the Merger Agreement unless Shareholder enters into this Agreement; WHEREAS, Heritage, HBC and Shareholder acknowledge that the covenants and agreements of Shareholder contained in this Agreement are necessary to protect and preserve Diablo’s business for the benefit of Heritage and HBC after consummation of the transactions contemplated by the Merger Agreement; WHEREAS, Shareholder has significant knowledge and information concerning the business of Diablo and that such business is very competitive; WHEREAS, Shareholder will receive significant consideration for the Shareholder’s exchange of his Diablo common stock through the Merger; WHEREAS, HBC has agreed to provide Shareholder with a three year employment agreement pursuant to which Shareholder will become an Executive Vice President of HBC on the Effective Date (as defined herein); WHEREAS, this Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) of the Merger (the “Effective Date”); NOW, THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are mutually acknowledged by each party, it is agreed as follows: 1. Definitions. Capitalized terms used in this Agreement not otherwise defined have the meaning given such term in the Merger Agreement. For purposes of this Agreement, the term “Business” means the business of banking (including, without limitation, the acceptance of deposits and the making of loans) as conducted by state chartered banks, nationally chartered banks or office of thrift supervision chartered institutions conducting business in the state of California (a) to be undertaken in the formation of a new banking organization or (b) engaged in by an existing banking organization with $1 billon or less of assets. 2. Purpose. Shareholder acknowledges and agrees that the market for the Business is very competitive within the Restrictive Territory (as defined herein), and one way that Diablo maintained its business and its competitive position in the marketplace prior to the Closing was by investing time and money in developing proprietary products, unique approaches to the business, banking systems and strong client, vendor, and employee relationships. Shareholder further acknowledges and agrees that proprietary and other information related to such prod<|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|>se the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any breach by these employees and directors. Recipient shall not create a copy or reproduce in any form (electronic or otherwise) any materials or documents containing Confidential Information, except as reasonably necessary to further the Purpose. All copies of the Confidential Information will as of their creation become the property of Discloser. Recipient will return any and all tangible Confidential Information provided to it by Discloser and copies thereof, to Discloser within 30 days after Discloser’s written request, provided, however, Recipient shall destroy such information if Discloser elects so. In case of any breach of this agreement, the Recipient shall return the Confidential Information and all copies thereof immediately. 2.2 The parties acknowledge and agree that they are part of organizations of one or more legal entities in different jurisdictions and that it may be required for them to provide information to their respective Subsidiaries (as defined below). Therefore, the parties agree that a) Recipient may disclose Confidential Information to its Subsidiaries without Discloser’s consent, if and to the extent such disclosure is requi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>red in order to fulfill the Purpose; and b) a disclosure to or by a party’s respective Subsidiaries shall be considered as disclosure to or by the respective party; and c) each party is responsible and liable for its respective Subsidiaries’ compliance and due delivery of the obligations set out in this agreement. 2.3 For the purposes of this agreement, “Subsidiaries” shall mean any subsidiary, in which a party holds, directly or indirectly, fifty percent (50%) or mor<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement and (hereinafter referred to as "Receiving Party") SINTEC UK LIMITED Unit 23, Metro Centre Britannia Way London, NW10 7PA (hereinafter referred to as the "SINTEC") wish to strengthen their<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> existing business relationship on future projects and tenders. In order to conduct this business relationship, SINTEC must provide the Receiving Party with commercial and/or technical information, specifically proprietary and confidential information, software, documentation, drawings, plans and/or objects or any other project/end user related information. To avoid any potential abuse of the information obtained, the Receiving Party hereby gives SINTEC an irrevocable undertaking as follows; and SINTEC hereby accepts said undertaking: 1. Definition Information within the meaning of this Agreement shall include any and all technical and commercial information, specifically drawings, plans, specifications, methods, formulae, de-signs, documentation, calculations, market and customer data as well as mater<|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|>oyed by the Provider or any of its subsidiaries and for two months thereafter (each, a “Covered Employee”). A Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider or its subsidiaries generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of such Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as such Recipient does not identify the individuals to be solicited by such recruiting firm or organization. The provisions of this Section 7 shall terminate and be of no further effect with respect to the Covered Employees upon the acquisition of such Provider by a third party. 8. Standstill. Each Party agrees that, for a period of eighteen (18) months from the date of this Agreement (the “Standstill Period”), unless specifically invited in writing by the other Party, neither it nor any of its majority-owned subsidiaries will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way intentionally assist any other Person to effect, 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 the other Party or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the other Party or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party; (b) form, join or in any way participate in a “group” (as defined under the Securities Exchange Act of 1934, as amended) with respect to the securities of the other Party; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without conditions), any extraordinary transaction involving the other Party or its securities or assets; (d) otherwise act, alone or in concert with others, to seek to change or influence the control of the management, Board of Directors or policies of the other Party; (e) take any action which might force the other Party to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Each Party also agrees during such period not to request the other Party (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Notwithstanding anything in this Section 8 to the contrary, if, at any time during the Standstill Period, (A) an announcement is made by a Provider or any other person (other than the Recipient or its Representatives) that a third party (other than the Recipient or its Representatives) is or may be interested in acquiring at least twenty percent (20%) of the outstanding capi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tal stock of the Provider, voting control or a material part of the Provider’s assets (by way of a tender offer, exchange offer, proxy contest, acquisition or other similar transaction), or (B) a definitive agreement is executed by the Provider with a third party relating to such an acquisition of capital stock or assets, the restrictions set forth in this Section 8 shall immediately terminate and cease to be of any further effect on the Recipient. Notwithstanding any other provision of this Section 8, nothing in this Agreement shall prohibit or otherwise restrict a Recipient’s ability, either directly or through its Representative(s), to make any confidential proposal or offer, or to negotiate a confidential proposal or offer, with respect to a Provider to, or through, the Provider’s Board of Directors, the Chairman of the Board, the Chief Executive Officer, or any other officer of the Provider authorized by any of the foregoing to discuss offers or proposals (a “Permitted Proposal”), so long as the Permitted Proposal and negotiations related to a Permitted Proposal are not made public by the Recipient or its Representatives in violation of this Agreement. Further, the Parties agree that the (a) restrictions in this Agreement shall not prevent (i) any pension plan related to a Recipient or its subsidiaries from acquiring, or offering to acquire, securities of a Provider at any time or (ii) a Recipient’s financial advisors from engaging in ordinary course brokerage or other transactions involving the securities of a Provider at any time to the extent such transactions are executed by or on behalf of customers other than such Recipient or its subsidiaries. 9. Compliance with Securities Laws. Each Recipient agrees not to use any Evaluation Material of the Provider in violation of applicable securities laws. 10. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered by both Parties. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Party is under any obligation to accept any proposal regarding a Possible Transaction, and either Party may terminate discussions and negotiations with the other Party at any time. 11. 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 hereunde<|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|>breach or threatened breach, including the recovery of damages that it is able to prove. 9. No Other Business Relationship. This Agreement does not represent or imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the parties or authorize a party to use the other party’<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s name or trademarks. Neither party is precluded from independently pursuing any activities similar to or in competition with the Purpose contemplated herein. Neither party will be liable to the other for any of the costs associated 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|>r party; provided that no unauthorized use or disclosure of the other party’s Confidential Information is used in such activities. In addition, nothing in this Agreement will be construed to prevent either party from entering into negotiations or business relationships with any third party, even if such third party is a competitor of a party to this Agreement. 9. No Licenses or Joint Venture. No party acquires any intellectual property rights under this Agreement (including patent, copyright, or trademark rights). Neither party shall make any use of the trademarks, trade names, or service marks of the other party without express written consent. 10. Liability of the parties. A Party defaulting under this Agreement will reimburse the other Party for any loss resulting from disclosure or unlawful use of Confidential Information. Losses will be reimbursed according to the law of Singapore. 11. Remedies. The parties acknowledge that improper disclosure of Confidential Information may cause irreparable injury to the Discloser, and that remedies at law for any such breach could be inadequate. In the event of a breach or threatened breach, Discloser has the right to seek injunctive relief (in addition to any and all other remedies available at law or equity) without the need to post a bond or other security or demonstrate the confidential nature of its Confidential Information. The prevailing party in any action to enforce this Agreement is entitled to its reasonable costs and attorneys’ fees. Each party irrevocably waives any right it may have to a trial by jury in connection with any dispute arising under this Agreement. 12. No Obligation to Disclose. This Agreement does not obligate any party to d<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>isclose Confidential Information. By disclosing Confidential Information, however, the Discloser represents and warrants that it has all rights necessary to make the disclosure. 13. Duration of Obligations. Recipient’s obligations under this Agreement end five (5) years after the date of first disclosure hereunder. 14. Assignment. This Agreement may not be assigned or transferred without the prior written consent of the other party, which shall not be unreasonably withheld. Any such assignment or transfer without written consent will be void. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of the parties, their successors and assigns. 15. Notices. All notices under this Agreement must be in writing and delivered by hand, overnight delivery, or certified or registered mail, return receipt requested, to the Contacts for Legal Notice and Business Information Exchange identified above. 16. Governing Law. The terms of this Agreement shall be construed in accordance with the laws of Singapore. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by 3 (three) arbitrators appointed in accordance with the said Rules. The seat, or legal place, of arbitration shall be Singapore, Singapore. The language to be used in the arbitral proceedings shall be English. The foregoing, however, shall not preclude the Parties from applying for a preliminary or injunctive remedy available under applicable laws for any purpose. 17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, whether written or oral, with respect to such subject matter. 18. Severability. If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, invalid or illegal, it will be severed with the rest of this Agreement remaining in full force and effect.<|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|>Elektromotorji in gospodinjski aparati, d.o.o. Otoki 21, 4228 Železniki Non-Disclosure Agreement No.: Agreed between: Domel Elektromotorji in gospodinjski aparati, d.o.o., Otoki 21, 4228 Železniki, Identification No.: 5045401, tax No.: SI47263512, represented by the president of the board, dr. Jožica Rejec (hereinafter referred to as the owner) and Identification No.: , tax No.: , represented by (hereinafter referred to as the supplier) The subject of the agreement The aim of the agreement is to guarantee that confidential data are not communicated to third parties. Data apply to: In this agreement, the expression “the recipient” is used for suppliers, subcontractors, manufacturers of production and inspection equipment, tools and machines as well as everyone involved in the planning process, according to the owner’s discretion. Confidential data protection Both parties, the owner and the recipient, are bound to guarantee that highly confidential written or verbal INFORMATION or business data which are subjects of this contract shall not be disclosed to third parties. The list of highly confidential INFORMATION includes: written or verbal information which the owner classifies as confidential, business discussions during the contract validity term, documents, letters, meeting minutes and e-mails, technical documentation, measurement and other reports, calculations and studies, drafts, photographs, and plans, lists of suppliers, specifications of material and tools, tools technical, know-how, inventions and ideas, promotional and presentational material, price information, other documentation. The recipient stores the received INFORMATION and business data systematically, e.g. in files, electronic media and material form. All needed precautions/measures are to be taken to protect the INFORMATION from copying, theft, destruction, damage or any other intrusion. Both parties are bound to take all needed measures to guarantee the protection of data confidentiality. The owner and the recipient are bound to disclose confidential information and business data only to those employees who have a need to know this information and business data in order to properl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y carry out work which is the subject of this agreement and are explicitly warned to be obliged to safe keep the information and business data as confidential and that in case of the violation of confidentiality they are liable for any damage caused. In case the recipient, with the prior written consent of the owner, engages sub-suppliers to carry out the subject of this agreement, a written confidentiality agreement is to be presented to the owner, which has been signed between the recipient and a sub-supplier. The contents of the agreement shall be identical to this agreement. The confidential information is allowed to be communicated to third parties only with the express written consent of the owner. If the owner’s confidential information is disclosed by the recipient, it shall remain the exclusive property of the owner, but the recipi<|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 shall not identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims. (3) In order for the Applicant's Proprietary Information to be protected as described herein, the Proprietary Information must be delivered in written form as discussed in Paragraph 2 above to: American Registry for Internet Numbers Attn: Business Office PO Box 232290 Centreville, VA 20120 USA (4) ARIN covenants and agrees that it will take reasonable care to prevent the disclosure to any person or persons outside its organization or to any unauthorized person or persons specifically identified by Applicant in writing, any and all Proprietary Information which is received from the Applicant under this Non-Disclosure Agreement and which has been protected in accordance with paragraphs 2 and 3 hereof; provided, however, that ARIN shall not be liable for disclosure of such information if any or all of such information: A. W as in the public domain at the time it was disclosed, or B. Becomes part of the public domain without breach of this Agreement, or C. Is disclosed with the written approval of the Applicant, or D. Is disclosed after three years from ARIN's receipt of the information, or E. W as independently developed by ARIN, or F. Is or was disclosed by the Applicant to a third party without restriction, or G. Is disclosed pursuant to the provisions of a court order. As between the parties hereto, the provisions of this Paragraph 4 shall supersede the provisions of any inconsistent legend that may be affixed to said data by the Applicant, and the inconsistent provisions of any such legend shall be without any force or effect. Any Protected Information provided by the Applicant to ARIN shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon written request at any time, returned to the Applicant. ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time. (5) The standard of care for protecting Proprietary Information imposed on ARIN will be that degree of care ARIN uses to prevent disclosure, publication or dissemination of its own Proprietary Information. (6) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be provided to ARIN by the Applicant, and supersedes all prior or contemporaneous oral or written understandings or arguments regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the parties. (7) The effective date of this Non-Disclosure Agreement shall be the date upon which the last signatory below executes this Agreement. (8) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Virginia, without regard for Virginia's choice of law rules. (9) This Non-Disclosure Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent shall not unreasonably be withheld. This consent requirement shall not apply in the event either party shall change its corporate name or merge with another corporation. This Non-Disclosure Agreement shall benefit and be binding upon the successors and assigns of the parties hereto. (10) Under no circumstances, including negligence, shall ARIN be liable for any indirect, incidental, consequential, punitive or special damages for any breach of this agreement, even if ARIN has been advised of the possibility of such damages. THE AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) Name: Signed: Date: Title: Address: PO Box 232290, Centreville, VA 20120 USA Fax: (703) 997-8708 APPLICA N T Company Name: Org-ID (if known): Autho<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rized Signer (print): Ticket No. (if applicable): Signed: Date: Title: E-Mail: Address: Phone: Fax:<|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|>cept as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement. 10. Governing Law. The Agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Massachusetts. All parties submit themselves to the jurisdiction of the courts of Massachusetts, for all purposes with respect to the Agreement. 11. Severability. A determination that any provision or provisions of the Agreement is invalid, illegal or otherwise unenforceable in any respect in any instance shall not affect the validity, legality or enforceability of any other provision or provisions of the Agreement. 12. Execution. The Agreement shall become effective when executed by all parties and may be executed in counterparts, any one of which shall be deemed to be an original instrument. Any proof of the Agreement shall require production of only one such counterpart duly executed by the party to be charged therewith. 13. Entire Agreement. The parties hereto agree that the Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and that there are no other agreements, understandings, representations or warranties made or given, except as expressly set forth herein. All prior agreements, understandings, letters and/or communications relating to the subject matter of the Agreement shall be null and void and shall be superseded by the Agreement, except as expressly set forth herein. 14. Interpretation. Should any provision of the Agreement require interpretation or construction, the parties hereto agree that the court, administrative body, or other entity interpreting or construing the Agreement shall not apply a presumption that the provisions herein shall be more strictly construed against one party by reason of the rule of construction that the provisions of a document shall be more strictly construed against the party who itself or through its representatives prepared same; it being agreed that the parties and their respective attorneys have fully participated in the preparation of all provisions of the Agreement. 15. Authority. The undersigned individuals represent, warrant and certify that s/he is authorized to execute the Agreement in the capacity indicated. 16. A<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ssignment. The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto. 17. Counsel. This Agreement is a legal document that creates binding obligations. All parties have been advised and have been given an opportunity to consult an attorney. BUYER’S INFORMATION DATE Cash on hand $ Value of Securities $ Equity in real estate $ Other $ BUYER(S) SIGNATURE DATE PRINT NAME(S) STREETCITYSTATEZIP PHONE CELL PHONE EMAIL Agent for Corbett Restaurant Group<|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|>erms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authori<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>zed officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider<|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|> customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements ("SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediately preceeding sentence (B) to refer orders for Products for delivery outside the United States to comply with Seller's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site. 3.2 CompuCom'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 the 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 such third parties shall agree to preserve the confidentiality of such information. 5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing: (a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information; (b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and (c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller. As used in this Agreement, the terms "Seller's Confidential Information" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business including, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers. ARTICLE VI MISCELLANEOUS 6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be de<|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/or other equitable relief to require specific performance of or prevent, restrain, and/or enjoin a breach under the provisions of this Agreement. 5. MISCELLANEOUS. 5.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Utah without regard to any conflict of law provisions. 5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns. 5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled. 5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this Agreement. 5.5 Notices. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the date received if personally delivered, telecopied, or mailed by commercial express mail service: TO UNDERSIGNEDS: WORLD GOLF FEDERATION, INC. 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 Attn: Joseph P. Connors Joseph P. Connors, William Petmecky Kip Gundry, Troy Horton 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 TO PURCHASER: RENAISSANCE GOLF PRODUCTS, INC. 12187 South Business Park Drive, Suite 100 Draper, Utah 84020 Attn: John Hewlett or to such other address or telecopier number which either party may notify the other party as provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ded above. 5.6 Headings. The headings of the Sections of this Agreement are for the convenience of reference only, and do not form a part hereof, and in no way modify, interpret, or construe the meanings of the parties. 5.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one Agreement. 5.8 Waiver; Severability. The failure of any of the parties to this Agreement to require the performance of term or obligation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. In case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein. 5.9 Dispute Resolution. Any controversy, claim, or dispute among the parties hereto arising out of or related to this Agreement or the breach hereto, which cannot be settled amicably by the parties, shall be submitted for mediation in Salt Lake City, Utah. In the event mediation is unsuccessful, the parties consent to the exclusive jurisdiction of an appropriate court within Salt Lake County, State of Utah, to hear and decide any controversy, claim, or dispute hereunder. The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs, as determined by the trial court. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. PURCHASER: UNDERSIGNED: RENAISSANCE GOLF PRODUCTS, INC. WORLD GOLF TOUR, INC. a Delaware corporation a Texas corporation /s/ John B. Hewlett /s/ Joseph P. Connors By: By: John B. Hewlett, Joseph P. Connors, Chief Executive Officer President UNDERSIGNED INDIVIDUALS: /s/ Joseph P. Connors /s/ William Petmecky JOSEPH P. CONNORS WILLIAM PETMECKY /s/ Kip Gundry /s/ Troy Horton KIP GUNDRY TROY HORTON 4<|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|>etitive with Heritage, HBC or an Affiliated Company, but Shareholder may not otherwise participate (whether in management or otherwise) in such corporation. A “prospective customer” shall mean a company, person or other entity with which Shareholder knows, or reasonably should know, that Diablo has had actual contact with or has begun formulating a targeted strategy for contact at any time during the term of this Agreement in connection with the operation of the Business. “Engaged in business” shall include, without limitation, establishment of goodwill or business reputation, maintenance of business assets and properties, and dealings with customers, strategic partners, prospective customers, suppliers, or vendors. (b) Confidentiality. Shareholder acknowledges and agrees that the Shareholder has occupied a position of trust and confidence with Diablo prior to the date hereof and has had access to and has become familiar with the following, any and all of which constitutes confidential information of Diablo (collectively “Confidential Information”) (a) any and all proprietary intellectual property or trade secrets concerning the business and affairs of Diablo, product specifications, data, know-how, formulae, compositions, processes, designs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures, architectures, processes, improvements, devices, know-how, discoveries, concepts, methods, information of Diablo and any other information, however documented, of Diablo that is a trade secret within the meaning of any applicable law; (b) any and all proprietary non-public inform<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ation concerning the business and affairs of Diablo (which includes any historical financial statements, financial projections, and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers, personnel training, techniques and materials, manufacturing methods, designs and techniques, purchasing methods and techniques, however documented; and (c) any and all notes, analyses, compilations, studies, summaries and other material prepared by or for Diablo containing or based, in whole or part, upon any information included in the foregoing. Shareholder acknowledges and agrees that the protection of the Confidential Information is necessary to protect and preserve the value of Diablo’s business and proprietary properties being acquired by Heritage and HBC. Therefore, Shareholder hereby agrees not to, at any time, disclose to any unauthorized Persons or use for his or its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form or is retained in the memory of Shareholder, without Heritage’s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Shareholder’s fault or the fault of any other Person bound by a duty of confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder agrees to deliver to Heritage at the Effective Date, and at any other time Heritage may request, all documents, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain Confidential Information and any other Confidential Information that Shareholder may then possess or have under Shareholder’s control. (c) Breach. Shareholder, Heritage and HBC each recognize and acknowledge that the Confidential Information and other knowledge Shareholder has about Diablo and has and will obtain from Heritage, HBC or the Affiliated Companies is special and unique, and any violation of the covenants contained in this Agreement is likely to cause irreparable damage to Heritage, HBC or the Affiliated Companies. Therefore, the parties agree that, upon any breach of any covenant contained in this Section 3 by Shareholder, Heritage and HBC shall be entitled to an appropriate injunction for a violation of such covenant, threatened or actual, of such covenant, in addition to all other relief available under applicable law. If a court or arbitrator has determined that Shareholder has committed a breach by Shareholder of any covenant set forth in Section 3 of this Agreement, the Restricted Period will be extended by the period of the duration of such breach. (d) Acknowledgment. Shareholder acknowledges and agrees that the restrictions set forth in this Section 3 are reasonable in scope and essential to the preservation of Diablo’s business and proprietary properties and that enforcement of these restrictions will not cause Shareholder any hardship, and because of Shareholder’s background and experience, will not in any manner preclude Shareholder from becoming gainfully employed in such a manner and to such an extent as will provide a standard of living for Shareholder and the members of Shareholder’s family of at least the sort and fashion to which they have become accustomed. Each of Heritage, HBC and Shareholder acknowledges and agrees that the covenants and agreements contained in this Section 3 have been negotiated in good faith by each of them. Each of Heritage, HBC and Shareholder further acknowledges that (i) the goodwill associated with the existing vendors, customers, assets and employees of Diablo prior to the transactions contemplated herein is an integral component 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|>ss activities, or those of its affiliates, subsidiaries and affiliated companies; (iv) trade secrets; plans for products or services, and customer or supplier lists; (v) any other information that should reasonably be recognised as Confidential Information by the Parties. 1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confi-dential Information and therefore protected. 1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the infor-mation. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication. 1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information. 1.5 For the purposes of this Agreement, the Party which discloses Confidential Infor-mation within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Infor-mation shall be regarded as the Receiving Party. 1.6 Notwithstanding the aforementioned, Confidential Information shall exclude infor-mation that: (i) is already in the public domain at the time of disclosure by the Disclosing Par-ty to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and un-der no obligation of confidence to the Disclosing Party; (iv) 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 Par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ties] 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 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 titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Receiving Party shall be the sole proper-ty of the Disclosing Party. 3.7 The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Disclosing Party may request it to the Receiving Party. 3.8 Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Receiving Party is asked to communicate the Confidential In-formation to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Dis-closing Party in order to comply 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|>nCana or its Representatives or becomes subsequently available to EnCana or its Representatives on a non-confidential basis from a source not known or reasonably suspected by EnCana or its Representatives to be bound by a confidentiality agreement or secrecy obligation to TBI, (ii) is or becomes generally available to or known by the public other than as a result of a breach of this letter agreement by EnCana or its Representatives or (iii) has already been or is hereafter independently acquired or developed by EnCana without violating any confidentiality agreement or secrecy obligation to TBI. "Representatives" shall mean such party's affiliates, directors, officers, employees, agents, lenders or advisers and representatives of the foregoing. EnCana recognizes and acknowledges the potential competitive value of the Evaluation Material and the damage that could result from the disclosure thereof to third parties. Accordingly, EnCana agrees that the Evaluation Material will be used solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be disclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below and (z) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that such disclosure is permitted pursuant to Section 3 below. EnCana agrees to be responsible for any breach of this letter agreement by any of its Representatives. 2. Non-Disclosure of Discussions. Each Party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person (other than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, tha<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t a party may make such disclosure if (i) based on the advice of such party's counsel, such disclosure is necessary to avoid committing a violation of, or to insure compliance with, any laws, rules or regulations, including any rules or regulations of any securities association, stock exchange or national securities quotation system and (ii) the disclosing party provides advance notice to the other party of the proposed disclosure and cooperates in good faith with respect to the timing, manner and content of such disclosure (to the extent consistent with its obligation to make disclosure). 3. Required Disclosure. In the event that EnCana or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any other facts or information, the disclosure of which is prohibited by this letter agreement, EnCana shall (i) provide TBI with prompt notice of any 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|>h Party, to the extent of its right to do so, shall disclose to the other Party the Proprietary Information which are appropriate to fulfil the objectives of this Agreement as set up in the recitals. The Parties hereby represent that the disclosure of Proprietary Information by and between themselves is not contrary to the laws and regulations of their respective countries. 4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall: (a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than reasonable care, (b) be only disclosed to and used by those p<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ersons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. (Buyer shall be entitled to freely disclose such information to its affiliated companies, to its co -contractors for a project and to its final customer). (c) not be used in whole or in part for any purpose other than the purpose of this Agreement as specified in the preamble and for the Project above without the prior written consent of the disclosing Party, (d) neither be disclosed nor caused to be disclosed whether directly or indirectly to any third Party or persons other than those mentioned in subparagraph b) or the Buyer Clients or its co -contractors for the Project, (e) neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized in writing by the disclosing Party. 5. Any Proprietary Information and copies thereof disclosed by either Party to<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online 3.2.4 the parties will procure that their employees and agents to whom the confidential information is disclosed in terms of 3.2.2 are information of the confidential nature of the confidential information and prior to such disclosure, undertake to be bound by the terms of this agreement. Any breach of this confidentiality undertaking by any of the parties’ employees and agents shall be deemed to be a breach of this agreement by that party in terms of 9 below. 4. DISCLAIMER All rights to confidential information are reserved by the disclosing party and no rights or obligations, other than those expressly recited herein, are granted or to be implied from this agreement. Nothing in this agreement or its operation shall preclude, impair or restrict either party from continuing to engage in its business. It is recorded that the disclosing party may well have had business dealings with the receiving party’s customers and no right of exclusivity shall be afforded to the receiving party in this regard. For example, in larger corporate entities, it may well be that the receiving party and disclosing party are dealing with separate departments or individuals or may well have done so previously. The receiving party accepts this fact and whilst the disclosing party shall not intentionally interfere with the receiving party’s marketing strategy, this may at times be inevitable. 5. RETURN OF CONFIDENTIAL INFORMATION Either party may request in writing at any time that any confidential information or any documents containing such confidential information, disclosed pursuant to the terms of this agreement and any copies thereof be returned with a written statement to the effect that upon such return the receiving party has not knowingly retained in its possession or under its control, either directly or indirectly, any such confidential information or any documents containing such confidential information or any copies thereof and the receiving party shall comply with any such request within seven days of receipt of such request. 6. TITLE All confidential information of the disclosing party is acknowledged by the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party. 7. STANDARD OF CARE The parties agree to protect the confidential information of the other party using not less than the same standard of care that would be applied to its own proprietary, secret or confidential information and that the confidential information shall be stored and disclosed in such a way as to prevent unauthorised disclosure. 8. EXCLUDED INFORMATION The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. 9. BREACH Should either party (the “defaulting party”) breach any provision of this agreement and fail to remedy such breach within seven days after receiving written notice from the other party (the “aggrieved party”) requiring it to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>party such damages to which it may be entitled at common law or in equity including inter alia injunction and specific performance. Notwithstanding anything to the contrary contained in this agreement, neither party shall be entitled to cancel this agreement in any circumstances whatsoever. 10. ACKNOWLEDGEMENTS The parties acknowledge that the undertakings herein are fair and reasonable and are reasonably required to protect the other party’s confidential information. 11. GENERAL 11.1 Any failure or delay by either party in exercising any right, power or privilege in relation to any confidential information and/or pursuant to this agreement will not constitute a waiver of that right, power or privilege, nor will any single or partial exercise thereof preclude any further exercise of that right, power or privilege. 11.2 This agreement constitutes the sole record of the agreement between the parties in regard to the subject matter thereof. 11.3 Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein. 11.4 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties. 12. D<|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 Date: this 1st April 2019 Parties: (1) ‘The Donor’: (2) ‘The Recipient’: Albright IP Limited, of County House, Bayshill Road, Cheltenham, GL50 3BA Operative Provisions: 1 In consideration of the disclosure to it by the Donor of information (whether or not contained in documents) relating to a (‘the In<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>formation’) for the purposes of the preparation, filing and prosecution of one or more patent applications (‘the Applications’) on behalf of the Donor (‘the Purpose’) the Recipient undertakes that it will respect and preserve the confidentiality of the Information and it will not without the express prior consent of the Donor either: 1.1 communicate or otherwise make available the Information to any third party, other than: a) an employee of the Recipient who requires the Information in connection with his employment and then only if the employee is bound by conditions of secrecy no less strict that those set out in this Agreement which conditions Recipient hereby agrees to enforce at the request of the Donor; and/or b) the UK Intellectual Property Office, the European Patent Office, the United States Patent and Trademark Office, the World Intellectual Property Organisation, and any other national or international intellectual property office worldwide, but only with respect to the Applications in accorda<|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 terms and conditions of this Agreement and each such attorney or accountant shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing. Recipient’s obligations under this Agreement with regard to the Trade Secrets remain in effect for so long as such information shall remain a trade secret under applicable law. Recipient’s obligations with regard to the Confidential Information shall remain in effect for two (2) years after the execution of this Agreement. No contract or agreement providing for any transaction involving the Parties shall be deemed to exist between the Parties unless and until a final definitive agreement has been executed and delivered. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. V. TRADE SECRET (a) The undersigned and/or their employees, agents, affiliates, attorneys, accountants, and advisors acknowledge that all information shared while performing duties related to the development of potential acquisition of business or any customers introduced whether in written, printed, verbal or electronic forms by either party, including but not limited to files, employees, clients, suppliers, names and addresses, products samples, designs and patents, copyrights, manufacturing processes, sales and marketing projects and programs are to be held up as proprietary information and a trade secret of the "Disclosing Party" and as such are to be treated in a strictly confidential manner. (b) All information provided by either "Party" to the other party shall remain the sole and exclusive property of the Provider. The undersigned shall make every effort to protect and secure the information belonging to the parties while in their possession. No information belonging to the "Parties" shall be provided or disclosed in any form by the Undersigned to a third party directly or indirectly unless the third party is bound by the terms of this Agreement. (c) The Undersigned agrees that the proprietary information including, but not limited to, financial and marketing information, product or service information and customers' name's provided by either "Party" shall not be provided to, or disclosed directly or indirectly to any third party without prior written agreement of both parties. (d) The Undersigned agrees that no copies in any form whether magnetic, printed or electronic, abstracts or photographs shall be made without written permission of the Provider {defined in III b}. Upon demand by either of the Parties, the Receiving Party herein Undersigned will return all the proprietary information to the appropriate Provider. VI. REMEDIES - The parties herein acknowledge that in the event of a breach of this Agreement, the injured party shall be entitled to injunctive relief as a cumulative and not necessarily successive remed<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y and without the need to post bond. Both parties understand, acknowledge and agree that in the event the Disclosing Party is required to bring an action to enforce the provisions of this Agreement through a Temporary Restraining Order or other remedy, the damages to Disclosing Parry for improper disclosure of the Information are irreparable, and the Disclosing Party is entitled to equitable relief, including a preliminary injunction, in addition to other monetary relief. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction or a regulatory agency having jurisdiction over the subject matter herein to be enforceable, void or invalid, the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected, impaired or invalidates and the rights and obligations of the parties of this Agreement shall be construed and enforced accordingly. VII. ATTORNEYS FEES - If any legal action arises to this Agreement, the prevailing party shall be entitled to recover its court costs, expenses and reasonable attorneys' fees. VIII. JURISDICTION This Agreement shall be construed and governed to the laws of State of Florida. IN WITNESS WHEREOF, the Parties have duly executed this document as of the Effective Date. Sunterra Environmental . By: By: Print: Print: 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|>party or to represent that the other party is in any way responsible for it. Neither party shall hold itself out as having any such author-ity. (i) No waiver of, or the failure of either party to require strict compliance with, any provision of this Agreement in any respect shall be deemed to be a waiver of such party's right to insist upon strict compliance with such provision or with all other provisions of this Agreement. No waiver by either party of any breach or default of this Agreement shall constitute a waiver of any other or subsequent breach or default. No waiver shall be binding unless executed in writing by the party against whom the waiver is sought to be enforced. (j) Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that 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 either party. (k) This Agreement may be executed in any nu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mber of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an origi-nal, but all of which when taken together shall constitute a single and the same instru-ment. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronically shall be constitute delivery of a manually executed counterpart of this Agreement and shall have the same force and effect as a document bearing origi-nal signatures. (l) Each party to this Agreement represents that the individual executing this Agreement on its behalf is duly authorized to bind such party to this Agreement accord-ing to its terms. Company Name: LiION LLC By: By: Name: Name: Gary Gray (print please) Title: Title: CEO and 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|>CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION THIS CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION (hereinafter referred to as the "Agreement") is made and entered into as of the last day and year written below by and between Phoenix International Ltd., Inc., a Florida Corporation, of 900 Winderley Place, Suite 140, Maitland, Florida 32751 ("Company"), and the following parties: <TABLE> <S> <C> CLIENT: RECIPIENT: ------------------------------------------- ------------------------------------------------------- ------------------------------------------- ------------------------------------------------------- ------------------------------------------- ------------------------------------------------------- Contact: Contact: ----------------------------------- ----------------------------------------------- Telephone: Telephone: --------------------------------- --------------------------------------------- (above party is hereinafter to as "Client") (above party is hereinafter referred to as "Recipient") </TABLE> Purpose of Agreement: Company has developed, owns, uses, or re-markets certain confidential and proprietary computer software and related documentation and materials (all of which shall collectively be referred to hereinafter as "Application Software"), which Application Software is used to process certain of Client's data pursuant to a separate license or service agreement between Company and Client. Client desires that certain of its data being processed by the Application Software be converted to another software program (hereinafter referred to as the "Conversion"), and Client desires that Recipient assist with this Conversion. In order for Recipient to perform Recipient's job functions with Client, Client desires that Recipient have access to those data files of Client and to those portions of the documentation for the Application Software which are specifically identified in Paragraph 1 below (those items identified in Paragraph 1 shall collectively be hereinafter referred to as th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e "Confidential Information"). Recipient, on its own behalf and on behalf of its employees, agrees to abide by the terms of this Agreement. Company and Client agree to permit Recipient to have access to the Confidential Information as requested herein by Client, but only in accordance with the terms of this Agreement. Therefore, in consideration of the premises hereof, and other good and valuable consideration not herein recited but the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Access to Confidential Information. Company and Client hereby agree to permit Recipient to have access to the Confidential Information listed below for the sole purpose of assisting Client with the Conversion, and such access is granted solely upon the terms and conditions set forth in this Agreement. This Agreement DOES NOT grant to Recipient the right to have access to any portion of the Application Software other than the documentation specifically set forth below. The Confidential Information to be disclosed is as follows: Client data files to be Deconverted: --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Application Software Documentation to be Provided to Recipient: ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 2. Confidential Nature of Application Software and Confidential Information. Recipient acknowledges that the Application Software and all documentation and related materials are proprietary to Company and are confidential and constitute a valuable asset of Company, and that the data files contained in the Confidential Information are proprietary to Client and are confidential and constitute a valuable asset of Client. Recipient agrees to safeguard the Confidential Information, and Recipient shall not disclose or give access to the Confidential Information to any person or entity other than those employees of Recipient who have a need for such access in order to assist Client with Conversion. 3. Unauthorized Use. Recipient shall not make any unauthorized use or disclosure of the Confidential Information and Recipient shall promptly advise Company and Client in writing if Recipient learns of any unauthorized use or disclosure of the Confidential Information or Application Software by anyone, whether an employee, former employee or agent of Recipient, or others, and shall immediately take all reasonable steps within Recipient's power to stop any unauthorized use or disclosure of the Confidential Information or Application<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>at it had been in the possession of before it was disclosed by the Discloser or that such information was provided without liability to maintain confidentiality, will be deemed confidential. No information which the Recipient is able to prove it has created without using Confidential Information will be deemed confidential. 1.3. “Discloser” means the party disclosing Confidential Information under this Agreement. 1.4. “Recipient” means the party receiving Confidential Information under this Agreement. 2. Subject of the Agreement. Parties’ obligations to maintain confidentiality of Confidential Information on the terms provided by this Agreement constitute the subject of this Agreement. 2.1. The Discloser will disclose to the Recipient confidential information related to implementation of a service for receiving compensation for delayed and canceled flights. 2.2. The Recipient and its Representatives having access to Confidential Information must use Confidential Information exclusively for the purposes for which Confidential Information was disclosed and not use it for any other purpose. 2.3. Neither Party will disclose the fact of existence of this Agreement without prior approval from the other Party. 2.4. The Recipient will ensure that information is stored securely and cannot be accessed by any individuals, except the Representatives, including outside business hours. 2.5. In the event that any fact of Confidential Information disclosure to third parties becomes known to the Recipient, it will contact the Discloser immediately, advising of such a fact and of any actions it is taking to reduce the damage. 3. Permitted Use. Recipient shall keep Discloser’s Confidential Information confidential and use Confidential Information only for the above-stated Purpose of Disclosure, or for<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> performing its obligations or exercising its rights under this Agreement. Recipient may disclose the Confidential Information internally within its organization (including Affiliates) only on a “need-to-know” basis, and except for Cardholder Information which shall not be disclosed, to its outside attorneys, consultants, contractors and sub-contractors (“Representatives”), only to the extent those individuals are bound by a legal obligation or agreement that is <|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|>lemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto. 6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable. 6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement. 6.5 Speci<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>fic Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any 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|>(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>igation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's 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|>o, or in the possession or control of Seller containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks containing Confidential Information, 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 NIM and its Affiliates; provided, however, in the event that computer hard disks contain Confidential Information as well as information confidential to the Seller, then Seller shall make copies of all Confidential Information on such computer hard disks and return such copies to NIM and delete the Confidential Information from such computer hard disks. As used in this Agreement, the term "Confidential Information" means any information or compilation of information not <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>generally known to the public or the industry, that is proprietary or confidential to NIM, its Affiliates and/or those doing business with NIM 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 Seller in the course of his past, present and future dealings with NIM and its Affiliates, which is not 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 NIM or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of confidence with NIM or its Affiliates; or (d) developed independently by Seller without any reference to or use whatsoever of any Confidential Information of NIM 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 Covenants of NIM. NIM, for itself and its affiliates, hereby covenants and agrees that it and they will not, during the Restricted Period hire, solicit or divert from Lamco Advisory Services, Inc., an affiliate of Seller ("Advisory"), any of its respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or during the Restricted Period, been engaged by Advisory, nor assist any person, firm, corporation or other entity in doing so. 4 Blue Pencil Doctrine. In the event that the restrictive covenants contained in Sections 1, 2 and/or 3 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. 5 Injunctive Relief. If any party shall breach or threaten to breach any of the provisions of Sections 1, 2 and/or 3 hereof, in addition to and without limiting any other remedies available at law or in equity, the non-breaching party shall be entitled to seek immediate injunctive relief in any court having jurisdiction to restrain any such breach or threatened breach and to enforce the provisions of Section 1, 2 and/or 3, as the case may be. The parties acknowledge and agree 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, the breaching party shall not use as a defense thereto that there is an adequate remedy at law. 6 Reasonableness of Covenants. Seller acknowledges and agrees that the restrictive covenants contained in this Agreement are a necessary inducement to Purchaser purchasing Seller's ownership interests in NIM and its subsidiaries, and that the scope (ge<|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 AND CONFIDENTIALITY AGREEMENT Agreement dated , between PCA Technology Limited (the “Company”), and (the “Prospective Vendor”) of (address) . 1. Background. The Company and the Prospective Vendor intend to engage discussions and negotiations concerning supplying products or services by the Prospective Vendor to the Company. In the course of such discussions and negotiations, it is anticipated that the Company may disclose or deliver to the Prospective Vendor certain of the company’s trade secrets or confidential or proprietary information for the purpose of enabling the Prospective Vendor to evaluate the desirability of becoming a supplier. The Company and the Prospective Vendor have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this Agreement. 2. Proprietary Information. As used in this Agreement, the term “Proprietary Information” shall mean all trade secrets or confidential or proprietary information designated as such in writing by the Company whether by letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the Company to the Prospective Vendor. Notwithstanding the foregoing, information which is orally or visually disclosed to the Prospective Vendor by the Company, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information if it would be apparent to a reasonable person, familiar with the Company’s business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the Company. 3. Disclosure of Proprietary Information. The Prospective Vendor shall hold in confidence, and shall not disclose to any person or entity, any Proprietary Information. The Prospective Vendor shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for his own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Prospective Vendor shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Prospective Vendor shall be responsible to the Company for any disclosure or misuse of Proprietary Information which resul<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ts from a failure to comply with this provision. The Prospective Vendor will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. 4. Limitation on Obligations. The obligation<|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|>ween the parties (it being understood that such Representatives shall be informed by the receiving party of the confidential nature of such information and shall be directed by the receiving party to treat such information confidentially). In any event, the receiving party shall be responsible for any breach of this Agreement by any of its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. 3. NON-DISCLOSURE. In addition, each party agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, however, that a party may make such disclosure if, in the written opinion of such party's outside legal counsel, such disclosure is necessary in order to comply with, or avoid committing a violation of, any law or any rule of any applicable stock exchange or system. 4. REQUIRED DISCLOSURE. In the event that a party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other party with prompt written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of legal counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion 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 efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by 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 such tribunal. 5. TERMINATION OF DISCUSSIONS. If either party decides that it does not wish to proceed with a transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving written notice thereof. In that case, or at any time upon the request of either disclosing party for any reason, each receiving party will promptly redeliver to the disclosing party all written Evaluation Material furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto, and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the receiving party or its Representatives which contain, reflect or are based upon the information in the Evaluation Material shall be destroyed or, at the receiving party's election, shall be delivered to outside legal counsel of the recei<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ving party (where such materials shall be held in confidence, except as needed in the context of actual or threatened legal proceedings, or destroyed), and such destruction or delivery to outside counsel shall be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction or making such delivery to outside counsel. 6. 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 such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a fina<|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|>ata in the ordinary course of business. The choice of which to destroy or return is at the sole discretion of Recipient and its Representatives. Recipient shall provide to Provider a certificate of compliance with the previous sentence signed by an executive officer of Recipient (email is permissible). Notwithstanding the return or destruction of the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Evaluation Material, Recipient and its Representatives will continue to be bound by Recipient’s obligations hereunder with respect to such Evaluation Material. Notwithstanding the foregoing, Recipient and its Representatives may maintain a copy of the Evaluation Material to the extent required by any applicable law, regulation or document retention policy. 8. No Solicitation/Employment. Recipient will not, within one year from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the key employees of Provider with whom Recipient has had contact or of whom Recipient has become aware as a result of Recipient’s investigation contemplated herein, so long as they are employed by Provider and for one month after they cease to be employed by Provider. Recipient is not prohibited from soliciting or hiring any employee of Provider who (i) responds to a general solicitation of employment through an advertisement not specifically targeted at Provider or its employees, (ii) is referred to Recipient by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by Recipient to solicit employees of Provider and (iii) contacts Recipient on his or her own initiative without any direct or indirect solicitation or encouragement. 9. Standstill. Recipient’s Beneficial Ownership of the Provider’s capital stock as of the Effective Date is set forth on Schedule A attached hereto. Recipient agrees that, for a period of one year after the date of this Agreement (the “Standstill Period”), unless specifically invited in writing by Provider, neither it nor any of its affiliates who have been provided Evaluation Material, will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any equity securities (or beneficial ownership thereof) or all or substantially all of the assets of Provider or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving Provider or any of its subsidiaries, (iii) any recapitalization, restructuring, liquid<|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|>person to own, manage, operate, provide financing to, control or otherwise have an interest in, any business or any person who is engaged in any business that directly or indirectly competes or intends to compete with the Restricted Business anywhere in the world, unless Seller or Guarantor purchase or own less than five percent (5%) of capital stock in a publicly held company; or (b) directly, indirectly or otherwise by letters, circulars or advertisements, and whether for itself or on behalf of any other person, canvass or solicit or, directly or indirectly, cause or authorize to be solicited, or enter into or effect, or, directly or indirectly, cause or authorize to be entered into or effected, any business or orders for businesses competing with the Restricted Business from any person who (i) at the time of the Agreement or within two years prior to the date of the Agreement, has been, a customer or client, or (ii) is an active prospect to be a customer or client, in each case, of the Seller at the time of the Agreement. 3. Non-Disclosure of Confidential Information. Seller and Guarantor acknowledge that it is the policy of the Buyer to maintain as secret and confidential all Confidential Information, and the parties hereto recognize that Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of the Buyer, disclose to any person, firm, company or other entity (other than the Buyer or any of its Affiliates) any Confidential Information, except to the extent that (i) any such Confidential Information becomes generally av<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ailable to the public or trade, other than as a result of a breach by the Seller or Guarantor of this Section 3, or (ii) any such Confidential Information becomes available to the Seller or Guarantor on a non-confidential basis from a source other than the Seller, Guarantor, Buyer or any of their Affiliates or advisors; provided, that such source is not known by the Seller or Guarantor to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Seller or Guarantor is required by law or legal process to disclose any Confidential Information; provided, that in such case, the Seller or Guarantor shall (a) give the Buyer prompt notice that such disclosure is or may be required, and (b) cooperate with the Buyer, at the Buyer's expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Seller and Guarantor under this Section 3 shall survive any termination of this Agreement. 4. Non-Solicitation. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not, directly, indirectly or otherwise by letters, circulars or advertisements, and whether for themselves or on behalf of any other person: (a) solicit or, directly or indirectly, cause to be solicited for employment, any persons who (i) are, at the time of solicitation of employment, employees of the Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or (b) employ or, directly or indirectly, cause to be employed, any persons 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|>ormation which the Certification Council for Professional Dog Trainers must keep confidential as a result of obligations to third parties; Information regarding the administration of components of the certification programs; Exam-related technologies and components; Item content, characteristics, development or other aspects of the examinations and their development, maintenance and administration; Identities of Certificants, candidates, customers, suppliers, or third party contractors, including without limitation any media, advertising, or public relations firms; The Certification Council for Professional Dog Trainers’ e-mail distribution list(s); Human resources data and information about employees, contractors and other volunteers; Cost and other financial data; Polling and focus group information; Any goods or services Volunteer provides to the Certification Council for Professional Dog Trainers under this Agreement. Any other information to which Volunteer has access while involved in the Certification Council for Professional Dog Trainers’ activities. Non-Disclosure Volunteer agrees not to, without prior written consent from the Certification Council for Professional Dog Trainers, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event shall Volunteer use Confidential Information in a manner that is in any way detrimental to the Certification Council for Professional Dog Trainers. Volunteer agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, any Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to the CCPDT. Volunteer acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to CCPDT’s business shall remain exclusively the property of the Certification Council for Professional Dog Trainers and shall only be used by Volunteer for the purpose(s) permitted by the Certification Council for Professional Dog Trainers. Volunteer further agrees that upon termination of service with CCPDT, Volunteer shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of CCPDT and all copies, electronic or otherwise, thereof relating in any way to the Certification Council for Professional Dog Trainers’ business, or in any way obtained during the course of service. Volunteer further agrees that no copies, electronic or otherwise, notes or abstracts o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>f the foregoing shall be retained and that all information will be returned not destroyed. Volunteer Conflict of Interest Volunteers shall avoid personal and professional conflicts of interest in all matters pertaining to the Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships. If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer shall discuss the issue with the President of the Certification Council for Professional Dog Trainers (or the Vice President if the Volunteer is the President). Depending on the type of volunteer work required from the individual, a volunteer may be asked to sign the CCPDT Conflict of Interest Policy prior to commencing service with the CCPDT. Volunteer Code of Conduct Volunteers shall act fairly and be impartial and unbiased in their service to the Certification Council for Professional Dog Trainers and to the population of Certificants and candidates. Volunteers shall conduct themselves in a professional manner during the conduct of certification<|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 have any liability to Participant or its Representatives resulting from the use of the Evaluation Material supplied by Originator, Target or any of its Representatives. 7. Nothing herein shall be deemed to obligate Participant to enter into any transaction or arrangement with Originator or Target, and Originator shall be entitled to terminate the Participation and to demand the return or destruction of all Evaluation Materials by Participant at any time without limiting Participant's obligations hereunder. 8. Participant acknowledges and affirms that money damages would not be a sufficient remedy for any breach of this Agreement by it and that Originator shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Participant has breached this Agreement, then Participant shall be liable for and shall pay to Originator the reasonable legal fees and expenses and court costs incurred by Originator in connection with any such litigation, including any appeal therefrom. 9. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and sh<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>all in no way be deemed affected, impaired or invalidated. 10. This Agreement may not be amended or waived, in whole or in part, except with the written consent of Originator and Participant. It is understood and agreed that no failure or delay by Originator in exercising any right, power or privilege hereunder shall operate as a waiver hereof, 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. 11. This Agreement shall be governed by and construed in accordance with the internal laws of New York State. 12. The language used herein shall be deemed to be the language mutually chosen by the parties hereto to express their intent and understanding, and no doctrine of construction shall be applied against either party. 13. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to constitute one fully-executed Agreement. 14. This agreement shall expire upon the earlier of the date the Transaction is consummated or eighteen months from the date hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Originator: JD Holdings, LLC By: /s/ Jonathan D. Eilian ------------------------- Its: Managing Member Participant: GIC Real Estate, Inc. By: /s/ Howard Margolis Its: Exhibit I Name of Entity John Q. Hammons Hotels<|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|>etimes collectively referred to as the “Parties” and individually referred to as a “Party”. As used herein, “Recipient” shall mean the Party who has been given “Confidential Information” (as hereinafter defined) by and of the other Party. Discloser shall mean the Party who gives Confidential Information to the other Party. 1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Community College have made an agreement (“Purpose”), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Tompkins Cortland Community College. 2. “Confidential Information” means any business and/or personally identifiable information relating to Tompkins Cortland Community College's students, employees or other parties contained in files or storage systems to which the Company will be provided access by Tompkins Cortland Community College. 3. “Confidential Information” shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked “confidential” or should be deemed by its nature to be confidential. 4. All Confidential Information shall remain the property of Tompkins Cortland Community College. No rights or license therein is granted except a limited right to use the Confidential Information solely for the Purpose. 5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a “need to know” who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement. 6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Tompkins Cortland Community College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Tompkins Cortland Community College, or certify the destruction of all such Confidential Information. 7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient’s Legal Department unless otherwise di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rected in writing by Recipient, and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail. 8. If any of this Agreement is held to be unenforceable, such unenforceable part shall be deemed modified or eliminated to the extent necessary to make the remaining parts enforceable. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default. 9. Company agrees that there may not be an adequate remedy at law for any breach of the obligations hereunder and upon any such breach or any threat thereof by Company, Tompkins Cortland Community College shall be entitled to seek appropriate equitable relief without necessity of posting bond, in addition to whatever other remedies it might be entitled 10. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law provisions. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party’s prior written consent. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements or understandings, written or oral, between the Parties with respect thereto. 11. All laws governing the "Confidential Information" of the College, including FERPA - Family Educational Rights and Privacy Act, HIPPA - Health Insurance Portability Act, Gramm-Leach-Bliley Act, New York State Information Security Breach and Notification Act, Sarbanes-Oxley Act and others that may apply will be strictly followed. 12. Company shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 889-aa; State Technology Law Section 208). Company shall be liable for the costs <|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|>hat either Party does disclose such data or information to the other Party, the other Party shall be entitled to regard such information as non-confidential in the absence of a written agreement between the Parties otherwise. 5) Export Control 5.1) Petro-Lube certifies that, in e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>xercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations. 6) Liability 6.1) This Clause sets out the entire liability of the Parties to each other, whether in contract, tort or otherwise, arising from or in connection with this Agreement. 6.2) Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury arising from its negligence, fraudulent misrepresentation or any other liability to the extent the same may not be excluded or limited as a matter of law. 6.3) Subject in any event to Clause 6.2, the Parties in this Agreement shall not be liable to each other, whether in contract, tort, (including negligence) or otherwise, under this Agreement for any loss of business, loss of products, loss of anticipated or actual profit, loss of goodwill or reputation, loss caused by business interruption or (without prejudice to any heads of loss expressly set out in Clause 6.3) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss 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|>ement shall in no way constitute a commitment by any person to supply any Confidential Information or enter into any contract in connection with the Sellers. The obligations of the Disclosee under this Agreement shall expire the earlier of (a) three years after the date of this Agreement, or (b) the date the Sale between the Candidate and the Sellers is completed. The obligations of confidentiality and non-disclosure under this Agreement shall become effective as of the date of signing. In the event that the Disclosee or any of its Representatives becomes legally compelled to disclose any of the Confidential Information to a regulatory authority or to any other entity or third party, the Disclosee shall immediately notify the Sellers before disclosing such Confidential Information, so that the Sellers may seek a protective order or other appropriate remedy, without prejudice to the Disclosee’s remedies under this Agreement. It is further understood and agreed that, without prejudice to any other rights or remedies which either party may have, any breach of these undertakings could cause the Sellers and/or its shareholders irreparable injury. In the event of an actual or threatened breach by the Disclosee and/or its Representatives of any provisions of this Agreement, the Sellers shall be entitled (i) to seek injunctive relief in any court of competent jurisdiction restraining the Disclosee and/or its Representatives from breaching the terms hereof or from disclosing any Confidential Information to any person and (ii) specific performance and other equitable relief. This Agreement shall be governed by and construed in accordance with Belgian law and the Parties irrevocably agree to submit themselves to the exclusive jurisdiction of the Courts of Brussels. In accordance with the procedure defined in the candidacy file, we would be grateful if you could confirm your understanding and acceptance of the foregoing by returning to us a signed copy of the present document Yours sincerely, Frédéric Sohet Koen Van Gerven Partner CEO Deloitte Real Estate | Financial Advisory* bpost SA/NV The Candidate / Disclosee Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature *A department of Deloitte Consulting & Advisory CVBA Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem VAT BE 0474.429.572 - RPR Brussel/RPM Bruxelles - IBAN BE 38 4377 5059 9172 - BIC KREDBEBB Member of Deloitte Touche Tohmatsu Limited © 2018. **Laga is a civil limited liability cooperative company. Registered Office: Gateway buildi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng, Luchthaven Nationaal 1 J, 1930 Zaventem 0471.858.874 - Brussels Trade Register - ING 310-1381442-54 The list of Laga partners can be obtained upon request or from the Laga website.<|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|>der hereby agrees, for the benefit of the Buyer and its subsidiaries, that it shall not, directly or indirectly, for itself or through or on behalf of any of its subsidiaries or affiliates, or any other person or entity, in each case relating only to the Business: (i) at any tim<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e from and after the date hereof, except to the extent required by law or in connection with any legal proceeding of which the Stockholder has theretofore given written notice to the Buyer, divulge, transmit or otherwise disclose or cause to be divulged, transmitted or otherwise disclosed, any business contacts, client or customer lists, technology, know-how, trade secrets, marketing techniques, contracts or other confidential or proprietary information of the Seller or the Buyer of whatever nature, whether existing on or prior to the date hereof or arising from and after the date hereof (provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (A) it is a matter of common knowledge or public record, (B) it is generally known in the industry, or (C) the Stockholder can demonstrate that such information was already known to the recipient thereof other than by reason of any breach <|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|>consents, demands and other communications provided for by this Agreement shall be in writing and shall be deemed given and received when sent by first class mail at any general or branch post office enclosed in a registered or certified postpaid envelope, addressed to the Parties at the addresses set forth at the beginning of this Agreement, with a copy to the attention of the respective Parties as follows: CGSH: Purchasing & Supply Group Supplier: [e.g. General Counsel,] or to such changed address as such Parties may have fixed by notice; provided, however, that any notice of change of address shall be effective only upon receipt. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule, law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, such provision shall be construed by the appropriate judicial body by limiting and reducing such provision so as to be enforceable to the maximum extent under applicable law and consistent with the original intent of the Parties. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between the Parties. Any and all prior arrangements, representations, promises, understandings and conditions in connection with such matter, and any representations, promises or conditions not expressly incorporated herein or expressly made a part hereof shall not be binding upon any Party. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties and shall not be construed to create any obligation on the part of either Party to retain the services of or to compensate the other Party in any manner. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. [Signature page follows] Cleary Gottlieb Steen & Hamilton LLP [●] By: By: (Signature) (Signature) Name: Name: (type or print) (type or print) Title: Title: (type or print)<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (type or print)<|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|>esentatives (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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 <|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 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, 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, “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|>mailed by registered or certified mail (return receipt requested), (c) by deposit with a nationally recognized courier for next business day delivery, or (d) faxed and immediately confirmed both orally and in writing, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or so telecommunicated or the next business day following deposit with such courier or on the third business day following the date on which so mailed, if deposited in a regularly-maintained receptacle for United States mail: To Seller: Springs Global US, Inc. 205 North White Street Fort Mill, South Carolina 29715 Attn: Mr. Tom O’Connor Fax: (803) 547-1688 with a copy to (which shall not constitute notice to Seller): Springs Global US, Inc. 205 North White Street Fort Mill, South Carolina 29715 Attn: Legal Department Fax: (803) 547-3766 To Purchaser: Crown Crafts Infant Products, Inc. 916 S. Burnside Avenue Gonzales, Louisiana 70737 Attn: Mr. E. Randall Chestnut Fax: (225) 647-9112 with a copy to (which shall not constitute notice to Purchaser): Rogers & Hardin LLP 2700 International Tower 229 Peachtree Street, NE Atlanta, Georgia 30303 Attn: Steven E. Fox, Esq. Fax: (404) 525-2224 10. Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns, and any reference to a party hereto shall also be a reference to any such successor or assign. 11. Number; Gender. Whenever the context so requires, the singular number shall include the plural and the plural shall include the singular, and the gender of any pronoun shall include the other genders. 12. Captions. The titles, captions and table of contents contained in this Agreement are inserted herein only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Unless otherwise specified to the contrary, all references to Sections are references to Sections of this Agreement. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. 14. Waivers and Amendments. Any term or provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof, and any term or provision of this Agreement may be amended or supplemented at any time by the mutual consent of the parties hereto, except that any waiver of any term or condition, or any amendment or supplementation, of this Agreement must be in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement. 15. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them with respect to the subject matter hereof. 16. Severability. Any <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>provision hereof which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the parties hereto waive any provision of law which renders any such provision prohibited or unenforceable in any respect. The parties acknowledge and agree that in the event that any provision of this Agreement should ever be deemed to exceed the time, geographic, product or any other limitations permitted by applicable law, it is their intent that any invalid, prohibited or unenforceable term or provision herein be reformable by the reviewing court to the fullest extent permitted by applicable law. 17. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. Executed counterparts may be delivered by facsimile transmission or by other electronic communication. 18. Enforcement of Certain Rights. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the parties hereto, and their successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement. [Signature page follows.] IN WITNESS WHEREOF, Sell<|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|>Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and , of , () and is entered into with effect from . In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Informat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ion or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall 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, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection. 10. Enforcement/Attorneys’ Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>is inappropriately disclosed, the undersigned will immediately report that fact and the circumstances to the 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 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 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 personally known to me and the information concerning said Designated Individual as set forth above is true and correct. WITNESS NAME: (typed/printed) SIGNATURE DATE SPECIFICATION ISSUE LOG <|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 Recipient by someone who had no access to the proprietary information received from said Discloser hereunder; it being understood that specific information received hereunder shall not be deemed to be within any of the above exceptions merely because the same is embraced by more general information within one of said exceptions, nor shall any combination of features be considered within any of said exceptions merely because the individual features, separately considered, are within said exceptions. 2. With respect to all Discloser's Proprietary Information which is initially disclosed in writing marked "[DISCLOSER'S NAME] PROPRIETARY" or which, if initially orally disclosed and identified as proprietary, is confirmed to Recipient in such a writing within ten [10]] business days after its initial disclosure hereunder, Recipient agrees that (a) Recipient will use reasonable efforts (<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>which shall be not less than the same degree of care as Recipient uses with respect to its own Proprietary Information) to prevent the disclosure of the same to third persons, and (b) Recipient will use the same exclusively for the Purpose, unless and until Discloser authorizes any other disclosure or use in writing. Further, Recipient will only disclose Proprietary Information within its company to those of its employees who have a need to know the sane for the Purpose, and who have agreed to be bound by the use and disclosure restrictions contained herein. 3. Each Recipient's obligations under this Agreement with respect to a particular increment of the Discloser's Proprietary Information shall continue for a period which is either (a) [] years after Recipient's initial receipt of said increment hereunder, or (b) [] years after the completion or other terminat<|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 federal courts sitting in the State of Washington. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the Washington Long Arm Statute. (h) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (i) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (j) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. 5. Suggestions and Feedback Either party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter "Feedback"). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eement, create any confidentiality obligation for the Receiving Party. However, the Receiving Party shall not disclose the source of any feedback without the providing party's consent. Feedback shall be clearly designated as such and, except as otherwise provided herein, each party shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the other party. The foregoing shall not, however, affect either party's obligations hereunder with respect to Confidential Information of the other party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. COMPANY: Sylvan Learning Systems,Inc. MICROSOFT CORPORATION Address: 1000 Lancaster St. By: /s/ * Baltimore, MD 21202 Name: * By: Steve Hoffman Title: * Name: Date: 8-27-98 Title: MS Contact: Date: 8/25/98 * Text omitted based upon request for confidential treatment. 1/15/97 LE911420.028<|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|>bers, general partners, advisors, agents or representatives (including legal advisors) and, subject to paragraph 5 below, financing sources, but only to the extent that such advisors, agents, representatives or financing sources receive Evaluation Material. Use and Confidentiality of Evaluation Materials 1. You and your Representatives will (i) use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you and (ii) keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 6 below under the heading “Compelled Disclosure”) will not, without the Company’s prior written consent, disclose any Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material and directed that such information is to be kept confidential and not used for any purpose other than the evaluation of the possible Transaction). You will make reasonable and appropriate efforts to safeguard Evaluation Material from disclosure by you or your Representatives to anyone other than as permitted hereby by using, in all material respects, the same degree of care that you use to protect your own confidential, proprietary information. You agree to be responsible for any failure by your Representatives to comply with this Agreement (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such Representatives were original signatories hereto (other than with respect to paragraph 7 below under the heading “Non-Solicitation and Non-Hire of Employees”)). 2. The term “Evaluation Material” does not include any information which (i) is, as of the applicable time, generally known by the public (other than as a result of its disclosure directly or indirectly by you or your Representatives), (ii) was or becomes available to you on a non-confidential basis from a person (other than the Company or its Representatives) who, to your knowledge, is not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from transmitting the information to you by law, contractual obligation, fiduciary duty or otherwise or (iii) was or is developed or discovered independently by you without reference to the Evaluation Material. As used in this Agreement, the term “person” will be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership, association or individual. You agree that the Evaluation Material owned by the Company or its affiliates in the first instance is and will remain the property of the Company or its affiliates, as applicable, and that neither the Company nor any of its affiliates or Representatives has granted you any license, copyright, or similar right<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> with respect to any of the Evaluation Material or any other information provided to you by or on behalf of the Company. Non-Disclosure of Transaction Discussions 3. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under the heading “Compelled Disclosure,” neither the Company nor its Representatives will, without your prior written consent, disclose to any other person that investigations, discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, the Company hereby expressly confirms and agrees that, to its knowledge, no public disclosure with respect to any discussions or negotiations concerning a possible Transaction is required by the Company at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure. 4. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under the heading “Compelled Disclosure,” neither you nor your Representatives will, without the Company’s prior written consent, disclose to any other person either the fact that the Company or its affiliates may pursue a Transaction with you or anyone else, that investigations, discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, you hereby expressly confirm and agree that, to your knowledge, no public disclosure with respect to any discussions or negotiatio<|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|>capable of remedy or which is capable of remedy but which is not remedied within 60 days of notice to the Agency. 6.2 The Contractor may terminate this agreement if the Contract is cancelled by the Agency for some reason other than the fault of the Contractor. 7. Miscellaneous 7.1 Both the Agency and the Contractor make no representation and give no warranty concerning the accuracy, format (either in hard copy or electronic form) suitability or fitness for purpose of the Proprietary I<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation supplied under this agreement. Neither the Agency nor the Contractor shall be liable in any form for any loss, damage or expenses incurred an Authorised Person or Agency Authorised Person which result either directly or indirectly from the accessing, using, distributing, circulating, supplying or copying the Proprietary Information supplied under this agreement unless such loss, damage or expense cannot be excluded by agreement under the governing law of this agreement. 7.2 This agreement is for the benefit of the Agency and Contractor and no right, title, licence or interest obtained by virtue of the agreement may be assigned or licensed by an Authorised Pers<|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 on this day of , 20 by and between, (“Recipient”), and Ameren Illinois Company (“Ameren Illinois”). (Ameren Illinois and shall be collectively referred to herein as the “Parties”). WHEREAS, Ameren Illinois is in possession of certain proprietary and confidential data and information relating to municipal customer service and account data; WHEREAS, Ameren Illinois has agreed to the disclosure of such data and information to Recipient; and WHEREAS, Ameren Illinois desires to have all such information handled by Recipient on a confidential basis. NOW THEREFORE, in consideration of the execution of this Agreement, and other good and valuable consideration, and the covenants made herein, the Parties agree that the disclosure of such information by Ameren Illinois to Recipient is subject to the followin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g terms and conditions: 1. Receipt of Information. Ameren Illinois disclose to Recipient, customer information protected from public disclosure pursuant to 815 ILCS 505/2HH (“Confidential Information”) for use by the Recipient and its officers, directors, agents, employees and contractors (collectively, the “Representatives”), on a need-to-know basis for the purpose of facilitating electric supply aggregation pursuant to 20 ILCS 3855/1-92. 2. Confidential Information Defined. The Parties acknowledge that any such information referred to in paragraph above shall be considered Confidential Information. Under this Agreement, all information disclosed by the Ameren Illinois whether provided in oral, written, visual, electronic or other form is presumed to be Confidential Inf<|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|>2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the Agreement”), made and effective as of , 20 (“Effective Date”), between the Hispanic National Bar Association (“HNBA”) and , (“Board Member”). Hereinafter such parties may be addressed individually as the “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (“Confidential Communications”) relating to the business affairs of the HNBA; WHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (“Confidential Information”). WHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party; NOW THEREFORE, in consideration of the above premises, it is agreed as follows: 1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees <|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|>VENDOR/SUPPLIER NON-DISCLOSURE AGREEMENT This Vendor/Supplier Non-disclosure Agreement (“Agreement”) is made and entered into as of , 20 , by and between , a , the principal address of which is , (“Recipient”) and Oceaneering International, Inc., a Delaware corporation, the principal address of which is 11911 FM 529, Houston, Texas 77041, USA (“Oceaneering”). It is the intention of the parties to this Agreement to facilitate discussions regarding possible transactions between the parties by the protection from unauthorized disclosure or use of the Confidential Information (defined below). Therefore, the parties agree as follows: 1. For the purposes of this Agreement, “Confidential Information” shall mean any information disclosed by Oceaneering, whether in writing, orally, visually or otherwise, including but not limited to business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Oceaneering with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder. 2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>and after the date of this Agreement, Recipient shall not: a. use the Confidential Information except for purposes of its business relationship with Oceaneering (the “Authorized Purpose”); or b. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its “Representatives”) who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Oceaneering. 3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of the Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care. 4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Oceaneering. 5. No contract or agreement providing for any transaction or any commitment to enter into a transaction shall be deemed to exist by reason of this Agreement. 6. Any provision to the contrary notwithstanding, Recipient’s obligations under this Agreement are subject to any disclosure requirement of law, regulation or legal process, but only to the extent of such requirement. Recipient shall promptly notify Oceaneering of any such requirement, cooperate fully with Oceaneering’s requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information. 7. THE CONFIDENTIAL INFORMATION IS DISCLOSED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY, ASSURANCE, GUARANTEE, OR INDUCEMENT OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF COMPLETENESS, ACCURACY, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR PURPOSE. 8. Upon Oceaneering’s written request, Recipient shall promptly: (i) deliver to Oceaneering and cease to use all Confidential Information in Recipient’s (including its Representatives’) possession, custody or control; or (ii) destroy the same and delete all electronic records containing the Confidential Information, provided that Oceaneering may require Recipient to certify in writing such destruction and deletion. 9. Recipient agrees that money damages would not be a sufficient remedy for breach of this Agreement and that, in addition to all other remedies, Oceaneering shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach. 10. This Agreement sets forth the complete and exclusive statement of the parties’ agreement with respect to the subject matter hereof. This Agreement may not be waived or modified except pursuant to a written agreement signed by the parties. Any waiver or forbearance on one occasion shall hav<|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|>Affiliates as of the Effective Date, that is engaged in the same type of business as the Business. Because Sellers’ Business is nationwide, Sellers agree that they will not so compete anywhere in the United States (the “Territory”). Notwithstanding the foregoing, Sellers may, during the 60-day period following the Effective Date, provide services in the Business to those customers delineated on Schedule 1.02(c) of the Purchase Agreement, subject to and in accordance with Section 5.08 of the Purchase Agreement; provided such services shall be provided solely pursuant to the customer contracts listed on such Schedule 1.02(c) and the amount of such service shall not be materially greater than that provided to such customers by Sellers during the 60-day period prior to the Effective Date. 1.3 Non-Solicitation. During the Restrictive Period, without the prior written consent of the Buyer (which Buyer may withhold in the exercise of its sole, absolute, and arbitrary discretion), Sellers (including, without limitation, any successors) shall not induce or solicit, directly or indirectly, through any other entity or with any other person, (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise) any employee of the Buyer or its Affiliates who is involved in the managed modem business conducted by Buyer or any of its Affiliates, including, without limitation, the Business, to terminate the employee’s employment with the Buyer or any such Affiliate. 1.4 Remedies. Any breach of any of the covenants set forth in this Article 1 would result in irreparable damage to the Buyer. Consequently, and without limiting other remedies which may exist for a breach of this Agreement, the Buyer will have the right to enforce such covenants by obtaining a temporary restraining order, preliminary injunction, and permanent injunction restraining any violation hereof, pending or following a trial on the merits, without posting any bond and in addition to all other remedies available to the Buyer at law or in equity. 1.5 Reasonableness of Covenants. Sellers acknowledge and agree that the covenants contained in this Agreement are reasonable in all respects, including without limitation their duration and geographic scope. Sellers expressly waive any defenses as to the reasonableness of such covenants in any action between the parties to enforce this Agreement. 1.6 Certain Definitions. As used in this Agreement: (a) “Affiliate” means, with respect to<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> any Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided that a Person will not be deemed to Control another Person if the only indicia of such Control is voting control of more than 10% but less than 20% of outstanding, publicly traded equity securities of such other Person. (b) “Control” (including the terms “Controlled by” and “under common Control with”) means, as used with respect to any Person, possession, directly or indirectly or as a trustee or executor, of power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities, as trustee or executor, by agreement or otherwise). (c) “Person” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity. (d) Other terms used but not defined herein have the respective meanings given to such terms in the Purchase Agreement. ARTICLE 2 MISCELLANEOUS 2.1 Validity. Sellers acknowledge that the Non-Disclosure, Non-Competition and Non-Solicitation covenants set forth in Article 1 are necessary to protect the Buyer from competing efforts and to insure that the Buyer receives the benefits for which it has paid by closing under the Purchase Agreement. If either the Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in this Agreement are held by a court of competent jurisdiction to be unenforceable under applicable law with respect to duration or scope of the agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such part or parts of the Territory for such lesser period of time and for such limited scope as is permissibl<|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 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 aw<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ay) 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 and 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’s role to the Customer or Potential Customer; c. performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require 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|>hat Proprietary Information. 9. No Liability. Discloser makes no representations or warranties, express or implied, as to the quality, accuracy, and completeness of the Proprietary Information, and neither Discloser nor its representatives have any liability whatsoever with respect to Recipient’s use of or reliance upon the Proprietary Information. 10. Disposal of Proprietary Information. Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (a) Discloser’s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement. 11. Data Protection. Pursuant to the terms of this Agreement, the Parties may share contact details such as name, mail address, email address, telephone numbers, etc., in connection with the Purpose (“Contact Details”). Such Contact Details may be considered personal data under applicable data protection laws. The Parties acknowledge that one party may disclose Personal Data to the other party, and each party shall comply with its obligations as a data controller under applicable data protection laws. In particular, each party shall: (a) ensure that it may lawfully transfer Contact Details to the other party; (b) inform employees, consultants or potential employees, consultants of the transfer to the other party; (c) process the Contact Details only pursuant to the terms of this Agreement and in accordance with applicable data protection laws; (d) ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Contact Details and against accidental loss or destruction of, or damage to, the Contact Details; (e) provide reasonable assistance to the other party in complying with applicable data protection laws; and (f) delete or return to the other party upon request all Contact Details, including copies, unless legally prohibited. 12. Remedies. The Parties acknowledge and agree that a breach of this Agreement by either Party may cause irreparable injury to the other’s business as a result of any such violation, for which the remedies at law may be inadequate, and that Discloser is therefore entitled to seek, in addition to any other remedies available to Discloser, a temporary restraining order and injunctive relief against Recipient, provided the Discloser can meet the legal requirements therefor. 13. Miscellaneous. No failure, delay, or single or partial exercise of any right under this Agreement by either Party is a waiver of such right<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. This Agreement may be modified or waived only by a separate writing by the Parties expressly modifying or waiving any provision of this Agreement. Neither the provision of Proprietary Information under this Agreement nor the execution of this Agreement binds or obligates either Party to any business relationship, and neither Party is bound or obligated to any such relationship with the other Party until the Parties execute a binding written agreement specifically describing such relationship. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions will be unaffected and remain in effect. Any additional documents presented to a BMC representative by Customer for signature as a condition for going on a Customer’s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void. 14. Compliance with Law. The Parties agree to comply with all applicable international and national laws that apply to (i) Proprietary Information, or (ii) any product (or part thereof), process, or service that is the direct result of the Proprietary Information, including without limitation, the U.S. Export Administration Regulations, as well as end-user and destination restrictions issued by U.S. and other governments. 15. Attorney’s Fees. If either Party engages legal counsel to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs. 16. Governing Law. This Agreement is governed by the laws of the State of Texas without regard to conflict of law principles.<|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|>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) 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 its agreed brokerage commission (albeit due and payable by the Seller/s, the Business/es, the Buyer or <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>any of them), should the Buyer (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly) or anyone else the Buyer may have introduced to the Business/es and/or Seller/s, conclude any agreements and/or transactions contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Business/es and/or Seller/s. 7. GENERAL 7.1 No alteration or variation to or of this Agreement shall be of any force or effect unless it is recorded in writing and signed by the Buyer and Aldes. 7.2 Any indulgence, latitude or extension of time which may be allowed by either of Aldes, the Seller/s and/or the Business/es shall not under any circumstances be taken as preventing any of them from exercising their rights contained in this Agreement. 8. BUYER’S INFORMATION 8.1 The Buyer notes that Aldes’ decision to introduce any Business/es for sale to the Buyer (and the Seller/s and/or Business/es decision to enter into discussions with the Buyer) is, in part, based on the information presented by the Buyer under and in terms of the Buyer’s Profile on the face of this Agreement. As such, the Buyer warrants and guarantees that all information presented and provided via and in terms of the Buyer’s Profile was, is and will remain true, complete and accurate and that it will immediately inform Aldes should there be any change in the information provided/presented. 9. FURTHER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS 9.1 Aldes may from time to time, dependant on the nature, scope and extent of information to be provided to the Buyer, require that the Buyer enter into and conclude further and/or additional confidentiality and non-disclosure agreements. Should the Buyer fail and/or refuse to enter into and conclude such further agreements, Aldes may, in its sole and absolute discretion, refuse to disclose further information to the Buyer regarding any and/or all Seller/s and/or Business/es. 9.2 It is noted and agreed that the Buyer and certain of the Seller/s and/or Business/es may from time to time enter into and conclude one or more confidentiality and/or non-disclosure agreements amongst, by and between themselves. It is not<|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|>se, including but not limited to implementing any reasonable security measures proposed by the Discloser from time to time; and 3.1.5 at the written request of the Discloser, or in any event on termination of this agreement, return or destroy all documents or other records containing Confidential Information to the Discloser and confirm to the Discloser that it has done so in writing. 3.2 The obligations in clause 3.1 shall not apply any information that: 3.2.1 is or becomes available to the Recipient or the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or any other obligation of confidence owed by the Recipient or its Representatives to the Discloser; 3.2.2 the Recipient can establish was lawfully in the possession of or available on a non-confidential basis to the Recipient before the information was disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ed to it by the Discloser; or 3.2.3 the parties agree in writing may be disclosed. 4. PERMITTED DISCLOSURES 4.1 The Recipient may disclose all or part of the Discloser's Confidential Information to a Representative who needs to know that particular Confidential Information for the Purpose provided that, in relation to each Representative to whom the Discloser's Confidential Information is to be disclosed, the Recipient prior to disclosure: 4.1.1 informs the Representative of the confidential nature of the Confidential Information; 4.1.2 informs the Discloser of the identity of the Representative to whom it intends to disclose Confidential Information; 4.1.3 procures that the Representative shall, in relation to any Confidential Information disclosed, comply with this agreement as if it were the Recipient; and 4.1.4 if the Discloser so requests, in relation to a Representative other than an employee of the Recipient, procures that such Representative enters into a confidentiality agreement with the Discloser on terms equivalent to those contained in this agreement. 4.2 The Recipient or its Representatives may disclose the Discloser's Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the Recipient or its Representatives give the Discloser as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4.2, it takes into account the reasonable requests of the Discloser in relation to the content of this disclosure. 5. OTHER MATTERS 5.1 All Confidential Information shall remain the property of the party disclosing it, which reserves all rights in its Confidential Information. No rights, including, but not limited to, any and all intellectual property rights, in respect of a party's Confidential Information are granted to the other party. 5.2 Neither party makes any express or implied warranty or representation concerning its Confidential Information, including without limitation the accuracy or completeness of its Confidential Information. 5.3 The disclosure of Confidential Information by a party shall not form any offer by, or representation or warranty on the part of, that party to enter into any further agreement in relation to the Purpose. 5.4 The parties each acknowledge that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, each party shall be entitled to seek the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this agreement. 6. SUCCESSORS AND ASSIGNMENT This agreement shall be binding on and endure for the benefit of each party's successors and personal representatives but shall not be assignable at law or othe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 7. Term 7.1. This Agreement shall remain in full force and effect for a term of from the Effective Date hereof, during which the exchanges of Confidential Information between the Parties pursuant to this Agreement shall take place, and for an additional term of five (5) years from the expiration or termination of this Agreement. This Agreement shall automatically terminate in case of failure to meet the Purpose. 7.2. Upon expiration or termination of this Agreement, whichever occurs first, R<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ECIPIENT will immediately cease any and all disclosures or uses of Confidential Information and, upon request by DISCLOSING PARTY, all such information obtained from DISCLOSING PARTY, and all originals, copies, reproductions and summaries of the Confidential Information, and all other tangible materials and devices provided to RECIPIENT as Confidential Inf<|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|>[DISCLOSER'S NAME] PROPRIETARY" or which, if initially orally disclosed and identified as proprietary, is confirmed to Recipient in such a writing within ten [10]] business days after its initial disclosure hereunder, Recipient agrees that (a) Recipient will use reasonable efforts (which shall be not less than the same degree of care as Recipient uses with respect to its own Proprietary Information) to prevent the disclosure of the same to third persons, and (b) Recipient will use the same exclusively for the Purpose, unless and until Discloser authorizes any other disclosure or use in writing. Further, Recipient will only disclose Proprietary Information within its company to those of its employees who have a need to know the sane for the Purpose, and who have agreed to be bound by the use and disclosure restrictions contained herein. 3. Each Recipient's obligations under this Agreement with respect to a particular increment of the Discloser's Proprietary Information shall continue for a period which is either (a) [] years after Recipient's initial receipt of said increment hereunder, or (b) [] years after the completion or other termination of the Project, whichever of (a) or (b) is longer. 4. Nothing in this Agreement shall be construed to prohibit or restrict Reci<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>pient's use or disclosure of information received from a third party who Recipient reasonably believes did not receive such information (directly or indirectly) from Discloser. 5. This Agreement shall be governed by and interpreted in accordance with the laws of New York, not including any conflicts of law rules which may direct the application of the laws of any other jurisdiction. IN WITNESS WHEREOF, each of GM and the Other Participant have caused this Agreement to be executed by its duly authorized representative. GENERAL MOTORS CORPORATION [OTHER PARTICIPANT] By: /s/ THOMAS G. STEPHENS By: ---------------------------- ---------------------------- Name: Thomas G. Stephens Name: ---------------------------- ---------------------------- Title: Vice President Title: ---------------------------- ---------------------------- Date: 11/29/95 Date: ---------------------------- ---------------------------- -32-<|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 a period of ten (10) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever: (I) engage in the business relating to sand and gravel mining or sales of ready mix concrete, asphalt and construction aggregates, in Pueblo and/or El Paso Counties, Colorado; (ii) operate or own a concrete batch plant, aggregates operation or asphalt plant in Teller County, Colorado; or (iii) except to Valco's present customers and prospective customers in similar businesses, make any sales to any customers in Teller County, Colorado. (b) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of two (2) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever, solicit employment of any of Valco's current or former Pueblo area employees who are retained by CMC or any of its subsidiaries in connection with the Pueblo operations, or encourage any such employees to leave the employ of CMC or any of its subsidiaries. 3. Non-disclosure (a) Except as provided in Subsection (b) below, each of Valco and Brubaker agrees that, for a period of ten (10) years from and after the date hereof, all information previously or hereafter disclosed to any of them by CMC in connection with the transactions contemplated by the Acquisition Agreement and Lease and information relating to Valco's (after the date hereof CMC's) Pueblo operations is confidential (collectively, "Confidential Information") and shall be held in strict confidence and not disclosed to any person or entity. (b) Valco and Brubaker shall have no requirement to keep information confidential, and no such information shall be considered Confidential Information, to the extent any of the following applies: (I) the information was within the public domain at the time it was first known or provided to Valco and Brubaker; (ii) the information was published or otherwise became part of the public domain after it was first known or provided to Valco and Brubaker through no fault of either of them or their respective directors, officers, agents employees or affiliates; or (iii) the information is required to be disclosed (x) by any federal or state law, rule or regulation, (y) by any applicable judgment, order or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (z) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding; provided, however, that if any of Valco and Brubaker proposes to disclose the information in accordance with (x), (y) or (z), such party shall, to the extent feasible, first give CMC reasonable prior notice of the proposed disclosure of any such information to the application of such law, rule or regulation, or to appear before any court, governmental agency or arbitration order to contest the disclosure, as the case may be. (c) Valco may disclose, on a need to know basis, Confidential Information to directors, officers, employees, attorneys and accountants, subject to the last sentence of this paragraph (c). With CMC's prior written consent (which will not be unreasonably withheld), Valco and Brubaker may disclose, on a need to know basis, Confidential Information to consultants, advisors and institutional lenders, subject to the last sentence of this paragraph (c). Valco also m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ay disclose, on a need to know basis, and subject to the last sentence of this paragraph (c), to any bona fide acquirer (whether by purchase, exchange, merger or otherwise) of the stock, of substantially all of the assets of Valco, or of the interest of Valco under the Lease, the formula under the Lease for determining the Production Royalty Rate, the historical revenues received under the Lease, the total tonnage mined (on an aggregate and not product type basis) under the Lease and total remaining tons to be mined under the Lease, and with CMC's prior written consent (not to be unreasonably withheld), any other information concerning the Lease, but CMC may withhold such consent in its sole discretion as to such other information if in CMC's sole judgment a recipient of such other information is or could be expected to become a competitor of CMC in the Pueblo area. In the case of any permitted disclosure of Confidential Information under this paragraph (c), Valco and Brubaker shall inform such persons of the existence of this Agreement and take all reasonable steps to ensure that such persons comply with the provisions of this Agreement applicable to Valco and Brubaker. 4. Enforcement; Damages; Construction (a) Valco's and Brubaker's obligations hereunder shall be joint and several as long as Brubaker controls Valco. If Brubaker no longer controls Valco, Valco's and Brubaker's obligation herein shall be several. Each of Valco and Brubaker recognizes that it would be impossible to measure in money all the damages which will accrue to CMC by reason of a failure to comply with the restrictions and perform the obligations under this Agreement. Each of Valco and Brubaker hereby acknowledges that CMC would lack an adequate remedy at law and CMC shall, in addition to and not in lieu of money damages, be entitled to specific performance and injunctive relief against Valco and Brubaker in an action or procedure to enforce the provisions hereof. Valco and Brubaker shall reimburse CMC<|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|> DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to 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|>IENT may view, have access to, and through verbal explanations learn of CONFIDENTIAL MATERIAL, samples, and other information, financial information, marketing information, data, special testing and training procedures and processes, specifications e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ither owned by the COMPANY or used in the course of its business (collectively called "CONFIDENTIAL MATERIAL"). All such CONFIDENTIAL MATERIAL shall be considered to be TRADE SECRETS by the COMPANY and is disclosed IN CONFIDENCE to RECIPIENT. 2. All CONFIDENTIAL MATERIAL, which RECIPIENT shall use, view, receive or come in contact with, shall be and shall remain the COMPANY'S SOLE and EXCLUSIVE property, and shall be PROMPTLY RETURNED upon completion of the purpose for which it was provided, or when verbally communicated, will no longer be utilized to benefit RECIPIENT, but in NO EVENT, later than TEN (10) DAYS after request by COMPANY. NO COPIES shall be made of ANY MATERIAL or DOCUMENT (S) provided under this agreement, except upon WRITTEN CONSENT of the COMPANY, ALL COPIES and samples shall likewise be RETURNED. Any attempt to disassemble or otherwise reverse engineer CONFIDENTIAL MATERIAL by the RECIPIENT or the transfer of CONFIDENTIAL MATERIAL to any other company or persons for any reason is strictly prohibited. 3. During and after discussion, including the duration of ANY BUSINESS RELATIONSHIP and THEREAFTER, RECIPIENT will HOLD TRUST and KEEP SECRET ALL CONFIDENTIAL MATERIAL obtained from COMPANY. RECIPIENT will maintain adequate SAFEGUARDS to PROTECT such CONFIDENTIAL MATERIAL and PREVENT its DISCLOSURE to others, except its own employees on a NEED-TO-KNOW BASIS, and will NEITHER USE nor DISCLOSE, DIRECTLY or INDIRECTLY, for him/herself or for the benefit of another, ANY CONFIDENTIAL MATERIAL or perform any acts which may DIRECTLY or INDIRECTLY have an adverse effect upon the business of the COMPANY, or which would tend to reduce the proprietary value of such CONFIDENTIAL MATERIAL to the COMPANY, without the COMPANY'S PRIOR WRITTEN APPROVAL. RECIPIENT shall MAINTAIN a RECORD or LOG reflecting the NAMES, ADDRESSES, DATES and other INFORMATION which the COMPANY shall request RECIPIENT to keep of PERSONS or ENTITIES to execute a COPY of this AGREEMENT acknowledging its TERMS and the TRADE SECRET nature of CONFIDENTIAL MATERIAL and shall provide to the COMPANY UPON REQUEST, copies of ALL such acknowledgments. 4. RECIPIENT agrees that he/she WILL NOT UTI<|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|>prevent the unauthorized use, dissemination or publication of the Confidential Information. 3. Term and Duration. This Agreement will terminate two (2) years from the Effective Date, but may be terminated by either party at any time upon thirty (30) days written notice. All obligations hereunder shall continue for five (5) years from the date of disclosure. 4. Legal Process. If the Receiving Party becomes subject to a demand for discovery or disclosure of the Confidential Information of the other party under legal process, such Receiving Party shall give to the other prompt notice of the demand prior to furnishing the Confidential Information demanded, and, at the expense of the Disclosing Party, shall obtain or cooperate with the Disclosing Party in seeking reasonable arrangements to protect the confidential and proprietary nature of the Confidential Information. 5. Ownership of Confidential Information. All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party and nothing contained herein shall be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in the Confidential Information. 6. No Warranty. No warranty or representation is made by either party hereto that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. 7. Return of Confidential Information. Upon the completion or termination of any discussions between the parties, or at any time within fourteen (14) days of receipt of a written request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information disclosed in tangible form and copies thereof; or (ii) promptly destroy such Confidential Information (including all copies thereof) and certify their destruction to the Disclosing Party. 8. Equitable Relief. The parties acknowledge and agree that the covenants set forth in this Agreement are reasonable and necessary for the protection of the parties’ business interests and that irreparable injury may result if they are breached and that in the event of any actual or potential breach of any such covenant that the non-breaching party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief. Nothing herein shall be construed as prohibiting any party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages that it is able to prove. 9. No Other Business Relationship. This Agreement does not represent or imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the parties or authorize a party to use the other party’s name or trademarks. Neither party is precluded from independently pursuing any activities similar to or in competition with the Purpose contemplated herein. Neither party will be liable to the other for any of the costs associated with the other’s efforts in connection with this Agreement. 10. Export Control. The parties recognize that communication or transfer of any information received pursuant to the Purpose may be subject to specific government export approval. Each party agrees to comply with all applicable export control legislation with respect to Confidential Information received hereunder. 11. Governing Law. This Agreement shall be governed and construed in accordance with the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>internal laws of the State of Kansas, without giving effect to the choice of law or conflicts of law principles of such state. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Johnson County, Kansas. 12. Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties. 13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 15. Waiver. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 16. Entire Agreement/No Amendment. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties. 17. Authorized Signature. This Agreement is valid only when signed by an employee with authority to bind that party. For YRC, this Agreement when unmodified may be signed by any Manager or higher in rank. However, if this Agreement is modified, it shall only be effective when accompanied by the YRC Legal Department’s signature or stamp of approval. YRC Freight Your Company Name: Website that will host API: By: Requested API: Name: My YRC Username: Title: Name: Address: 10990 Roe Avenue Signature: Overland Park, Kansas 66211 USA E Mail Address: Tel: (913) - Fax: (913) - Title: Fax NDA to: (913) 982-5436 E-Business Address: Tel: Fax: For Internal Use Only: BusId#: Approval 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|>negotiating, representing and/or assisting in the transaction of business through such introduction, negotiating, representing and/or assisting (hereinafter referred to as "Proprietary Information") the Parties agree as follows: 1. Each Party agrees to maintain and to cause its officers, directors, employees, agents, advisors, subsidiaries and affiliates (collectively "Affiliates") to maintain the confidentiality of any Proprietary Information regarding the business affairs, property, or methods of operation or other Proprietary Information relating to the other and obtained by a Party during the term of-this Agreement. Bach Party hereto agrees that this Proprietary Information constitutes commercial and financial information and such Proprietary Information shall remain privileged and confidential and shall not be (a) used by the Party receiving it or its Affiliates for any purpose other than evaluating a proposed transaction (a "Transaction"), or (b) disclosed without the prior writes consent of the other Party except to the extort required by applicable law or judicial or administrative process. Each Party epees to keep confidential this Agreement and not to distribute or show copies of it or disclose the contents hereof to any person or entity not subject to this Agre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ement (except its Legal and accounting advisors with a written agreement to keep the seine confidential) without the prior written consent of the other Patty, except to the extent required by applicable law or judicial or administrative process. 2. Notwithstanding the above, Proprietary Inform on shall not include information (a) which is in or comes into the public domain or may be derived from information which is in or comes into the public domain through a source other than the Party receiving the information or its Affiliates; (b) is already in the possession of the Party receiving the information prior to receiving it from the other party; or (c) which becomes known to the party receiving the information through a source that it believes is not subject to a confidentiality a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion it receives from the Respondent to: a. such of the ETI Affiliates, and either the ETI’s or the ETI Affiliates’ employees, officers, secondees, agents, consultants, sub-contractors, proposed sub-contractors, professional advisers and proposed professional advisers where such disclosure is necessary for the Purpose, provided that all such aforementioned persons to whom any Information is disclosed by the ETI are bound by obligations of confidentiality and the ETI shall be responsible for breaches of the obligations by such persons and each ETI Affiliate may enforce this clause in accordance with the Contracts (Rights of Third Parties) Act 1999; and b. the Department of Business, Innovation and Skills (or other relevant government department), the European Commission and such other bodies and/or individuals (including without limitation professional advisers) as may reasonably be required for the notification of, to seek advice in relation to, as part of an assessment of, or otherwise in relation to, State aid. 6. The ETI shall be entitled to disclose or make available any Information it receives from a Respondent to any other Respondent where it is necessary for the Purpose. 7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agree<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment. The Respondent disclosing Information shall be responsible for breaches of the obligations by such persons. 8. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI to any other Respondent where it is necessary for the Purpose. 9. Each Party as Receiving Party expressly agrees and accepts that except in the case of fraud, no representation or warranty, express or implied, is made by the Disclosing Party as to the accuracy, completeness, reasonableness or otherwise in respect of the use of the Information, and that neither the Disclosing Party or any of its affiliates nor any of its or 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|>f the confidential nature of the Information and have agreed to be bound by the terms of this Agreement. 5. The Information shall be treated as confidential and safeguarded hereunder by the Receiving Party for a period of two (2) years. 6. This Agreement shall not apply to Information that: (a) is in or enters the public domain, through no fault of the Receiving Party; or (b) is or has been disclosed by the Disclosing Party to the Receiving Party or to a third party without restriction; or (c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the information hereunder; or (d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality. Notwithstanding the above, nothing hereunder shall prevent the Receiving Party from disclosing Information which it is required to disclose by court order or pursuant to the rules and regulations of a governmental agency or body, in either case having jurisdiction over the Receiving Party, to the extent so required by such court order or the published rules and regulations of such governmental authority; provided, however, that prior to any such disclosure the Receiving Party shall (i) notify the Disclosing Party promptly in writing of any order or request to disclose and of the facts and circumstances surrounding such order or request so that the Disclosure Party may seek an appropriate protective order and (ii) cooperate with the Disclosing Party in any proceeding to obtain an appropriate protective order. 7. In the event that the above-mentioned business combination is not completed, each Party agrees not to solicit, entice or offer employment to any employees of the other Party before one (1) year from the date of this Letter; provided, however, that the foregoing shall not prohibit either Party from employing any individual who has received notice <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>of termination from, or ceased to be employed by, the other Party prior to the first time such individuals discussed, directly or with any representatives, employment by the hiring Party. 8. Each Party acknowledges that in its examination of the Information it will be exposed to material nonpublic information concerning the business and financial condition of the Disclosing Party and consequently the Receiving Party agrees that prior to the date two (2) years from the date hereof, without the prior written approval of the Board of Directors of the Disclosing Party, the Receiving Party will not (and will insure that its affiliates (and any person acting on behalf of or in concern with the Receiving Party or any affiliate) will not) purchase or otherwise acquire (or enter into any agreement or make any proposal to purchase or otherwise acquire) any securities of the Disclosing Party, any warrant or option to purchase such securities, any security convertible into any such securities or any other right to acquire such securities. 9. Except as expressly provided herein no license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret. 10. At the Disclosing Party's request, all Information of the Disclosing Party in tangible form, or any copies thereof, that is in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed. 11. Each Party agrees that it will not disclose the subject matter or terms of this Agreement or the discussion between the Parties without the written consent of the other Party. 12. This Agreement shall terminate two (2) years from the date first written above. Any amendment of this Agreement must be in writing and signed by authorized officials of each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof. 13. This Agreement shall be governed by the laws of the Commonwealth of Virginia. Best Software, Inc. Sage Software, Inc. By: /s/ David N. Bosserman By: /s/ James R. Eckstaedt Name: David N. Bosserman Name: James R. Eckstaedt Title: Chief Financial Officer Title: Vice President Finance and Chief Financial Officer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y Broker unless otherwise agreed to by Broker, in writing. Seller’s employees may not be aware of the sale of the Business and Buyer agrees not to disclose to Seller’s employees that the Business is for sale, nor identify that Buyer is a possible purchaser of the Business. 4. The Information furnished by Broker has be<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>en prepared by or is based upon representations of the Seller and Broker has made no independent investigation or verification of said Information. Broker makes no representation that the Information is accurate or complete. Buyer hereby expressly releases and discharges Broker from any and all responsibility and/or liability in connection with the accuracy, 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|>r employees, directors or officers of CEDC or any of its Subsidiaries (defined below) (together, the “CEDC Group”) that is disclosed or otherwise made available, either orally or in writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without limitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants) (collectively, “Representatives”). 1. Recipient agrees that it will not, without the prior written consent of CEDC, directly or indirectly, disclose all or any portion of the Confidential Information, or the substance thereof, to any third party other than its Representatives in connection with the Purpose, except, subject to Section 2.3 below, to the extent requi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>red by applicable law or legal process. 2. <|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|>rected by (Your Company Name). 3.2.4) to use all reasonable means to keep the Samples secure and limit dissemination of Samples to those of its employees who require access to the Samples for the purpose of Evaluation and, in any event, subject to Clause 3.3. Petro-Lube further agrees and acknowledges that Samples may be developmental only, and warrants that it is aware of and competent to deal with the potential hazardous nature of any Sample and takes full responsibility for all health, safety and environmental considerations which may arise from the possession and/or use of any Sample. 3.3) Petro-Lube shall assure that the confidential nature of any Sample is brought to the attention of any of its employees to whom Samples are provided pursuant to Clause 3.2.4 and that each such employee has agreed to be bound by Petro-Lube's obligation of secrecy/restricted use no less stringent than those set out in this Agreement. 3.4) At the conclusion of the Evaluation Petro-Lube shall either return promptly to (Your Company Name) or it's Assigns, or at (Your Company Name)'s option, destroy any remaining Sample in whatever form then in its possession or control and verify such to (Your Company Name). 3.5) Petro-Lube agrees to provide a test report to (Your Company Name) of the results of the Evaluations in a form that does not disclose information which Petro-Lube deems to constitute confidential information regarding (Your Company Name), Petro-Lube, or any other third party. 4) Non-Disclosure of Confidential Information 4.1) It shall not be necessary for either Party to disclose to the other Party any confidential technical or commercial data or information about its products, technology, processes, commercial activities or otherwise for the purposes of this Agreement. To the extent that either Party does disclose such data or information to the other Party, the other Party shall be entitled to regard such information as non-confidential in the absence of a written agreement between the Parties otherwise. 5) Export Control 5.1) Petro-Lube certifies that, in exercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations. 6) Liability 6.1) This Clause sets out the e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ntire liability of the Parties to each other, whether in contract, tort or otherwise, arising from or in connection with this Agreement. 6.2) Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury arising from its negligence, fraudulent misrepresentation or any other liability to the extent the same may not be excluded or limited as a matter of law. 6.3) Subject in any event to Clause 6.2, the Parties in this Agreement shall not be liable to each other, whether in contract, tort, (including negligence) or otherwise, under this Agreement for any loss of business, loss of products, loss of anticipated or actual profit, loss of goodwill or reputation, loss caused by business interruption or (without prejudice to any heads of loss expressly set out in Clause 6.3) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might have reasonably been contemplated by either Party. 6.4) Petro-Lube agrees and acknowledges that, to the fullest extent permitted by applicable law, (Your Company Name) makes no representation or warranty as to the satisfactory quality, suitability or fitness for purpose of any Samples and, save as expressly provided otherwise in this Agree<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ated at: (“Company”). 1. "Proprietary Information" will include any and all technical, engineering, scientific, financial, marketing and/or competitive information or data, including but not limited to formulas, databases, schematics, circuit designs, cell libraries, processes, know-how, methodologies, inventions, algorithm, techniques, ideas, software, documentation, trade secrets, projections, licenses, marketing and product development plans, and any other information of a similar nature whether disclosed orally or in writing, or through observation, examination or use, specifically: SOFTWARE: Each party agrees to maintain the confidentiality of such Proprietary Information and to not use, disclose, publish or disseminate it in any manner not consistent with this Agreement. In addition to any other remedies, which may be available, Owner shall be entitled to seek injunctive relief to enforce the terms of this Agreement. 2. “Owner” means the party who discloses Proprietary Information. “Recipient” means the party who receives Proprietary Information of or from the Owner. Owner warrants that it has the right to disclose the Proprietary Information to Recipient. All information is provided "AS IS" without any warranty regarding its accuracy or performance and will remain the property of the Owner and/or its licensors. No license or other rights to Proprietary Information are granted or implied under this Agreement. 3. The Proprietary Information will be marked by the Owner as confidential at the time of disclosure. If Proprietary Information is disclosed orally, electronically or without any marking, Owner will identify it as confidential at the time of disclosure and will provide a written confirmation to Recipient within thirty days of disclosure that such information is confidential. The parties’ obligations with respect to Proprietary Information shall continue for a period of three (3) years after the termination of this Agreement. 4. For Proprietary Information received from the disclosing party, the Recipient agrees to: a. hold it in confidence with the same degree of care with which it protects its own confidential and proprietary information, but at least reasonable care; b. restrict disclosure of it only to its employees, agents and contractors with a need to know basis and advise those persons of their obligations to keep it confidential; c. except for the purposes of this Agreement, not copy or duplicate, or knowingly allow anyone else to copy or duplicate it; d. not publish, disclose or make available any benchmark or testing results without the written consent of both parties; and e. on request or upon termination of this Agreement, promptly return all Proprietary Information in a tangible form or certify that such Proprietary Information is destroyed. 5. Obligations of parties under this Agreement shall not apply to information which: a. was already in the public domain when disclosed; or subsequently falls into the public domain other than through disclosure by the Recipient; or disclosed by the Recipient with the written approval of the Owner; b. was already in the possession of or known by the Recipient free of any obligation at the time disclosed to Recipient; c. becomes known to the Recipient from a source other than the Owner without breach of this Agreement by the Recipient; d. is developed independently by the Recipient without use of the Owner’s Proprietary Information; or e. is disclosed pursuant to judicial or governmental order, provided that the Recipient notifies the Owner so that an adequate opportunity is given to respond to such order. 6. This Agreement will bind both parties’ affiliates, subsidiaries, successors and assigns. Recipient certi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>fies that no Proprietary Information, or any part of it will be exported to any country in violation of the export laws and regulations of the United States government. If any portion of this Agreement is determined to be invalid or unenforceable, the remainder will be in effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement will be governed by the laws of the State of California. Company: Incentia Design Systems, Inc. By: By: Name: Name: Title: Title: Date: Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas. 8. Termination. This Agreement shall survive the termination of the services to be provid<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ed by VENDOR or any other agreement by and between the parties. 9. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 10. Entire Agreement Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and UNIVERSITY. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not <|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|>onship. 8. No Obligation to Disclose or Warranty. Neither party has an obligation to supply Confidential Information hereunder. Confidential Information disclosed hereunder is provided on a “AS IS” basis, without any warranty, whether express, implied or otherwise, regarding its accuracy, usefulness or performance 9. No Transfer or License of Intellectual Property. Recipient agrees that all Confidential Information received is and will remain the sole property of Discloser. Neither the execution of this Agreement, nor the furnishing of any Confidential Information hereunder shall be construed as a grant by implication, estoppel or otherwise, of a license by either party to the other to make, have made, use or sell any product using Confidential Information or as a license under any patent, patent application, utility model, copyright, maskwork right, or any other intellectual property right. 10. Assignment. This Agreement and the rights and obligations hereunder may not be transferred or assigned by one party without the prior written approval of the other party hereto. 11. Export Control Laws and Regulations. Recipient agrees it will not, in any form, export, re-export, resell, ship or divert or cause to be exported, re-exported, re-sold, shipped or diverted, directly or indirectly, any product or technical data furnished hereunder, or the direct product of such technical data, to any country for which the United States Government requires an export license, or other approval, without first obtaining such license or approval. 12. Applicable Law. The law of the state of New York, U.S.A. except for its choice of laws rules shall govern this Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys fees and costs. The Recipient agrees that, in addition to all other remedies, the Discloser shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach or threatened breach of the obligations herein. 13. Binding Effect. This Agreement shall be binding upon each party, its affiliates, respective employees, agents, representatives, successors, and assigns. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of both parties. 14. Entire Agreement. This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and understandings between the parties in respect thereto. Semiconductor Com<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ponents Industries LLC Insert Full Company Name By: By: Name: Name: Title: Corporate Contracts Manager Title: Dat 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|>MUTUAL NON-DISCLOSURE AGREEMENT This Agreement, made as of this 27th day of September, 1999 (the "Effective Date") by and between Ben & Jerry's Homemade, Inc., a Vermont corporation headquartered at 30 Community Drive, South Burlington, Vermont 05403 ("Ben & Jerry's") and Conopco, Inc., with an address at 390 Park Avenue, New York, NY 10022 (collectively, the "Company"), sets forth the terms and conditions of the confidential disclosure of certain information between the parties. The party from time to time disclosing Confidential Information, as herein defined, shall be referred to as the "Discloser" with respect to such Confidential Information and the party from time to time receiving such Confidential Information shall be referred to as the "Recipient" with respect to such Confidential Information. The terms "Ben & Jerry's Confidential Information" and the "Company's Confidential Information" shall refer to the Confidential Information disclosed by Ben & Jerry's and the Company as Disclosers, respectively. In consideration of the premises set forth below and other valuable consideration, the receipt of which in hereby acknowledged by each party, Ben & Jerry's and the Company agree as follows: 1. "Confidential Information" shall mean all information disclosed to Recipient by Discloser or its agents or employees in any manner, whether orally, visually or in tangible form (including, without limitation, documents, devices and computer readable media) and all copies thereof, whether created by Discloser or Recipient. Tangible materials that disclose or embody Confidential Information shall be marked, to the extent practicable, by Discloser as "Confidential," "Proprietary" or the substantial equivalent thereof. 2. Except as expressly permitted herein, Recipient shall not disclose Confidential Information and shall prevent the disclosure of such information by Recipient or its affiliates and their respective employees, directors, counsel, advisors, agents and independent contractors (all of which collectively "Representatives") by using the same degree of care to keep confidential the Confidential Information as it uses to keep confidential its own confidential information. In addition, except as permitted herein, Recipient shall not disclose the fact that the parties are exchanging Confidential Information and having discussions. In connection therewith, it is agreed that no public release or disclosure of any contemplated transaction shall be made except by a mutually agreed disclosure except that each party may make such disclosure if advised by its outside securities counsel in writing that such disclosure is required; PROVIDED, HOWEVER, that in such event such party will notify the other party that it intends, as a preliminary matter, to take such action and the outside securities counsel of such party shall first discuss the mater with the outside securities counsel of the other party before any definitive decision is made on the disclosure. 3. Recipients shall use Confidential Information solely for the purpose (the "Permitted Purpose") specified at the end of this Agreement. 4. Recipient shall disclose Confidential Info<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rmation only to those of its Representatives who have a need to know such information for the Permitted Purpose. 5. Confidential Information shall not include any information that: (a) was in Recipient's or its Representative's pos<|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|>ration strictly confidential and not to make these available to third parties in a direct or indirect way, neither entirely nor partly. In addition, the granted prices and conditions to the PURCHASER are secrecy and may not be disclosed to third parties without the express written consent of the PURCHASER. IV. The CONTRACTOR must neither assert copyrights or other rights on documents, information, knowledge and data based on documents, information, knowledge and data which is put down to the PURCHASER, nor make or have made objects for himself or third parties, in which or upon the manufacture of which documents, information, knowledge, samples and data by the PURCHASER directly or indirectly are used, unless the PURCHASER has given written approval explicitly beforehand. V. The CONTRACTOR must make all adequate arrangements in his premises, where he carries out work for the PURCHASER, in order to adhere to the non-disclosure agreement according to this agreement; he will especially ensure that third parties will not gain access to the locations where the PURCHASER orders are handled. VI. The CONTRACTOR is obliged to commit his employees to the appropriate secrecy in written form as far as confidential documents, information, knowledge, samples and data are made available to these in the course of the cooperation or they can gain access to documents, information, knowledge, samples and data by the PURCHASER. On request, the CONTRACTOR will present the non-disclosure agreement to the PURCHASER according to clause 1. VII. Beyond the scope mentioned above, the CONTRACTOR is obliged not to use any of the documents, information, knowledge, samples and data, which have been made available or which have become known to him directly or indirectly at the PURCHASER for gaining copyrights or other rights. VIII. The obligation to maintain secrecy as mentioned before is not valid for such documents, information, knowledge, samples and data, which have already been public at the moment of their forwarding, which have become public after their forwarding without the CONTRACTOR being responsible for this, which have been made available to the other CONTRACTOR by a third party after their forwarding in a legally allowable way and without any limitation regarding secrecy or use, which have provably been in the possession of the other CONTRACTOR already at the moment of their forwarding. IX. The CONTRACTOR will return all documents, information, knowledge, samples and data provided in the course of the cooperation including all copies thereof to the PURCHASER. In the case of retention of documents, information, knowledge, samples and data or copies by the CONTRACTOR or his assistants or agents, the PURCHASER may assert claim for damages. X. The CONTRACTOR will observe the BDSG (Bundesdatenschutzgesetz = German Data Protection Act), regulations and other regulations for the data protection. In the case that the CONTRACTOR is granted access no matter of which kind by the PURCHASER to data for performance of the contractual works in terms of the BDSG or made known such data by the PURCHASER, the CONTRACTOR will only consign Employees, Assistants or Agents w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ith the performance of the contractual work, who are obliged to data secrecy in terms of § 5 BDSG. On request of the PURCHASER, the CONTRACTOR will present the agreement made with the Employees, Assistants or Agents. The CONTRACTOR will not make available or known the data forwarded or made known by the PURCHASER in terms of the BDSG to third parties, neither directly nor indirectly, and only use it to perform the work. After completion of the work, the CONTRACTOR will return all data forwarded by the PURCHASER including the copies thereof to the PURCHASER or completely delete the data including the copies thereof. XI. In the case of violating the obligations mentioned above, the CONTRACTOR will pay a contract penalty for every case of violation against one of the obligations taken over in the amount of Euro xxx.xxx (in words: EUR xxx thousand). The assertion of the actually occurred damage remains untouched, while the forfeited contract penalty is deducted. XII. This non-disclosure agreement as described before ends soonest after expiration of a term of five (5) years after termination of the cooperation. Should information, knowledge, documents, samples and data require secrecy without alteration at the moment of the termination of the cooperation, the agreement partners coincide that the CONTRACTOR agrees to an extension of the term, if requested by the PURCHASER. XIII. Should present or future provisions of this agreement partly or entirely not be legally effective or not feasible, or later lose their legal effectiveness or feasibility, the validity of the other provisions of this agreement remain untouched. In this case, every partner to the agreement can demand the agreement of a valid provision which reaches the purpose of the ineffective provision the closest. XIV. The exclusive court of jurisdiction for all quarrels occurring from or in connection with this agreement including the question of achieving this agreement, its termination and its continuation after termination is the Purchaser’s general court of jurisdiction. Ravensburg, (place and date) (place and date) (Firm Stamp, Signature (Firm Stamp, Signature PURCHASER) CONTRACTOR)<|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|>emed to exist until a final and definitive agreement has been negotiated, fully executed and delivered. Unless and until such a definitive agreement with respect to the Proposed Transaction has been negotiated, fully executed and delivered, none of the Disclosing Party, its affiliates, or the Recipient (or its affiliates) shall be under any legal obligation of any kind whatsoever with respect to such a transaction, or any other transaction or matter, by virtue of this Agreement, except for the matters specifically set forth herein. The Disclosing Party reserves the right, in its sole and absolute discretion, to reject any and all offers and proposals made by the Recipient and to terminate discussions with the Recipient at any time. Section 10. Specific Performance. (a) Acknowledgment. The parties hereby acknowledge and agree that the provisions of this Agreement are of a special and unique nature, the breach of which may not be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by either party may cause the other party irreparable harm and that money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement by either party. (b) Specific Performance. The parties hereby agree on behalf of themselves and their respective Representatives that the other party and their respective Representatives shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by the other party or any of its Representatives and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties or their respective Representatives may be entitled at law or in equity. Section 11. [Intentionally Omitted] Section 12. Securities Laws. The Recipient hereby acknowledges that it is aware, and that Recipient shall advise its Representatives who are informed of the matters that are the subject of this Agreement, that the United States securities laws place certain restrictions on any person who has material, non-public information concerning an issuer, with respect to purchasing or selling securities of such issuer or from communicating such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities. Section 13. Additional Matters. (a) Notwithstanding anything in this Agreement to the contrary, the Disclosing Party acknowledges that the Recipient or the Recipient’s Representatives may be engaged in business in which the Recipient or the Recipient’s Representatives may compete with the Disclosing Party. Subject to compliance with the express restrictions herein, thi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s Agreement shall not prevent the Recipient or the Recipient’s Representatives from conducting discussions or entering into transactions that are similar to the Proposed Transaction with other third parties or from engaging in business that is the same as, or similar to, the business conducted by the Disclosing Party or its affiliates. (b) For the avoidance of doubt, references herein to “affiliates” of the Disclosing Party shall mean controlled affiliates of the Disclosing Party. (c) The Disclosing Party acknowledges that one or more of KPS’s employees, consultants and advisors may serve as board members, officers, employees or advisors of its portfolio companies (including the Recipient) (such individuals, “Dual Role Persons”). No such portfolio company (other than Recipient) will be deemed to have received, or to have been made aware of, Evaluation Material solely due to such dual roles of such Dual Role Persons, so long as such Dual Role Persons do not provide any Evaluation Material to the other board members, officers, employees or advisors of such company (excluding other Dual Role Persons). KPS is not permitted to share Evaluation Material with its portfolio companies (other than the Recipient) without the further written approval of the Disclosing Party. (d) Without the Recipient’s prior written consent, the Disclosing Party shall not, and shall direct its Representatives not to, disclose to any Person, any Transaction Information that would reasonably be expected to identify the Recipient or the identity of any of its affiliates. The Disclosing Party shall be responsible for any and all breaches of the terms of this clause by its Representatives (including, for the avoidance of doubt, any failure by its Representatives to comply with directions required hereunder). However, the foregoing shal<|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. To the extent the Evaluation Material includes or otherwise involves intellectual property, technical data, technology, processes, applications for patents, trade secrets or know-how, disclosure thereof to Participant or its Representatives by or on behalf of Originator, Target or any of their respective Representatives shall not be construed as the grant of any license or of any right to use the same, except for the sole purpose of evaluating and completing a potential Transaction. 5. Participant hereby covenants and agrees that for a period of eighteen months following the date hereof, it shall not, without the prior written consent of Originator (which will not be unreasonably withheld) directly or indirectly: (a) enter into negotiations, provide advice, provide any form of financial assistance (including, without limitation, debt or equity investments) or otherwise encourage, facilitate or consummate any transaction involving Target (whether structured as an investment, a purchase or assets, a purchase of debt or equity interests (including, without limitation, options, warrants or other securities or instruments convertible into or exercisable or exchangeable for debt or equity interests or equity appreciation rights, phantom equity or similar instruments or rights containing equity-like features), a merger, consolidation, combination, recapitalization, refinancing, restructuring, reorganization or otherwise) without the prior express written consent of Originator; or (b) initiate discussions with respect to the prospective employment of, or hire for employment, any employees of Target or any subsidiary thereof. 6. Participant acknowledges and agrees that neither Originator nor any Representative of Originator makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Any representations or warranties with respect to Originator, Target or otherwise made in connection with the consummation of a potential Transaction shall be contained only in a definitive agreement, if any, to which Participant and Originator are parties. Originator and its Representatives expect tha<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t Participant shall conduct its own independent investigation and analysis of Target and a potential Transaction, and you agree that neither Originator nor any of its Representatives shall have any liability to Participant or its Representatives resulting from the use of the Evaluation Material supplied by Originator, Target or any of its Representatives. 7. Nothing herein shall be deemed to obligate Participant to enter into any transaction or arrangement with Originator or Target, and Originator shall be entitled to terminate the Participation and to demand the return or destruction of all Evaluation Materials by Participant at any time without limiting Participant's obligations hereunder. 8. Participant acknowledges and affirms that money damages would not be a sufficient remedy for any breach of this Agreement by it and that Originator shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Participant has breached this Agreement, then Participant shall be liable for and shall pay to Originator the reasonable legal fees and expenses and court costs incurred by Originator in connection with any such litigation, including any appeal therefrom. 9. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be deemed affected, impaired or invalidated. 10. This Agreement may not be amended or waived, in whole or in part, except with the written consent of Originator and Participant. It is understood and agreed that no failure or delay by Originator in exercising any right, power or privilege hereunder shall operate as a waiver hereof, 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. 11. This Agreement shall be governed by and construed in accordance with the internal laws of New York State. 12. The language used herein shall be deemed to be the language mutually chosen by the parties hereto to express their intent and understanding, and no doctrine of construction shall be applied against either party. 13. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to constitute one fully-executed Agreement. 14. This agreement shall expire upon the earlier of the date the Transaction is consummated or eighteen months from the date hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Originator: JD Holdings, LLC By: /s/ Jonathan D. Eilian ------------------------- Its: Managing Member Participant: GIC Real Estate, Inc. By: /s/ Howard Margolis Its: Exhibit I Name of Entity John Q. Hammons Hotels<|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|>uired or allowed 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 execute<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d 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 <|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 (d)(2) December 7, 2012 JAB Beech Inc. 2200 Pennsylvania Avenue, NW Washington, DC 20052 Non-Disclosure Agreement Ladies and Gentlemen: In connection with a possible negotiated transaction (the “Possible Transaction”) with Caribou Coffee Company, Inc., a Minnesota corporation (the “Seller”), the Seller expects to make available to JAB Beech Inc. (“you” or, together with Seller, the “parties”) certain information concerning itself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the stockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source that the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed (collectively, “Representatives”), you agree to treat any information concerning the Seller (whether prepared by the Seller, its Representatives or otherwise and irrespective of the form of communication) that is <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>furnished hereunder to you or your Representatives now or in the future by or on behalf of the Seller (herein collectively referred to as the “Evaluation Material”) in accordance with, and subject to, the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall include information (including historical financial information that has not been publicly disclosed) concerning Seller pertaining to legal and regulatory matters, customers, depositors, vendors, projections, forecasts or investments, and all records, notes, computer data, analyses, compilations, studies, reports, interpretations or other documents to the extent containing, in whole or in part, the information furnished to you or your Representatives by or on behalf of the Seller, provided, that the term “Evaluation Material” does not include information which (1) is or becomes generally available to the public other than as result of a breach of this Agreement by you or your Representatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Seller, provided that the source of such information was not known after reasonable due inquiry by you to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the Seller or any other party with respect to such information, or (iii) is independently developed by you or by others on your behalf without violating any of your obligations under this Agreement, or (iv) becomes available to you on a non-confidential basis from a source other than the Seller or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with, or other obligation of secrecy to, 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|>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 ad<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>vise 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 transaction 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 wit<|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|> as a condition to such exchange, each Party (each, a “Disclosing Party”) seeks to bind the other Party (each, a “Receiving Party”) to obligations of confidentiality and limited use with respect to the information it discloses. NOW, THEREFORE, IN CONSIDERATION of the mutual agreements contained herein and the agreement to exchange information 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 less than reasonable; (ii) to disclose Confidential Information to only those of its directors, officers, agents, employees, corporate affiliates and thir<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d parties retained by the Receiving Party who have a need to know such information in order for the Receiving Party to accomplish the purposes set forth in Paragraph 4 hereof and who are made aware of the confidentiality provisions of this Agreement (and in the case of a third party, who have signed a binding undertaking of confidentiality and non-use substantially equivalent to this Agreement), and (iii) to not use Confidential Information for any purpose except as permitted by Paragraph 4. A Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of Confidential Information by any party to whom Receiving Party has disclosed such information. 4. The Receiving Party may use the Disclosing Party’s Confidential Information for the sole purpose of evaluating, negotiating and, in its discretion, entering into the proposed Transaction. A Receiving Party may disclose Confidential Information pursuant to a request by an applicable regulatory authority, or if they are required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential Information, provided, however, in such event the Receiving Party shall (i) promptly notify the Disclosing Party; (ii) consult with the Disclosing Party as to the advisability of taking steps to resist or narrow such request; and (iii) if so requested, cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. 5. The Parties shall promptly advise each other in writing if they learn of any unauthorized use or disclosure of Confidential Information by any of their directors, officers, employees, corporate affiliates, agents or by any third party. 6. The Parties agree that, in the event of a breach of this Agreement, monetary damages may not be a sufficient remedy and in addition to any other legal remedy, the non-breaching Party shall be entitled to equitable remedies, including injunctive relief. In the event that any Party takes legal action as a result of a breach of this Agreement, the non-breaching Party shall be entitled to recover reasonable legal fees and expenses incurred in connection with such legal action in the event that it prevails in one or more of its claims. 7. The provisions of this Agreement shall remain in full force and effect beginning as of the Effective Date and shall continue with respect to a Receiving Party for as long as it retains the Confidential Information in its possession and for three (3) years thereafter. A receiving Party shall return or destroy all copies of the Disclosing Party’s Confidential Information to the Disclosing Party within ten (10) days after the Disclosing Party’s request. 8. No Party may assign its rights under this Agreement without the prior written consent of the other Party. This Agreement will be binding upon the successors, heirs and permitted assigns of the Parties. 9. This Agreement expresses the entire agreement between the Parties and supersedes all prior understandings and discussions between the Parties. This Agreement may only be modified, changed or amended by an agreement in writing executed by the Parties. A waiver of any provision of this Agreement shall not be deemed a waiver of any other provision and shall not be binding<|eot_id|> |
<|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|>ject 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 ag<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion. §10. Injunctive Relief. The Parties acknowledge that a breach of this Non-Disclosure Agreement by Recipient may cause irreparable harm to Disclosing Party for which money damages would be inadequate and would entitle Disclosing Party to injunctive relief and to such other remedies as may be provided by law. §11. Governing Law; Consent to Jurisdiction. This Non-Disclosure Agreement shall be governed and construed in acco<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rdance with the laws of the [Commonwealth of Massachusetts][State of New York][State of Rhode Island] without regard to the principles of the conflict of laws contained therein. Each Party hereby submits to the personal and subject matter jurisdiction of the courts of the [Commonwealth of Massachusetts][State of New York][State of Rhode Island] for the purpose of interpretation and enforcement of this Non-Disclosure Agreement. §12. Amendments. This Non-Disclosure Agreement may be amended or modified only by an instrument in writing signed by authorized representatives of all Parties. §13. Assignment. This Non-Disclosure Agreement may not be assigned without the express written consent of all Parties hereto; provided, however, that any Party may assign this Non-Disclosure Agreement to an Affiliate of such Party without the consent of any other Party. §14. Severability. Whenever possible, each provision of this Non-Disclosure Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by, or determined to be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Non-Disclosure Agreement. All obligations and rights of the Parties expressed herein shall be in addition to, and not in limitation of, those provided by applicable law. §15. Entire Agreement. This Non-Disclosure Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and any and all previous representations or agreements with respect to such subject matter, either oral or written, are hereby annulled and superseded. §16. Consents and Waivers. Any consent or waiver of compliance with any provision of this Non-Disclosure Agreement shall be effective only if in writing and signed by an authorized representative of the Party purported to be bound thereby, and then such consent or waiver shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by any Party in exercising any right, power or privilege under this Non-Disclosure Agreement shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other exercise of any other right, power or privilege hereunder. §17. No Publicity. [No Party shall issue any press release or make any other public announcement regarding the existence of this Non-Disclosure Agreement or any discussions among the Parties regarding the Purpose without the prior written consent of all Parties.] §18 Notices. Where written notice is required by this Non-Disclosure Agreement, such notice shall be deemed to be given when delivered personally, mailed by certified mail, postage prepaid and return receipt requested, or by facsimile or electronic mail, as follows: To National Grid: [] Attn: To []: [] Attn: §19 Counterparts. This Non-Disclosure Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Non-<|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|>ler's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site. 3.2 CompuCom'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 perso<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n 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 the 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 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|>standing common stock of NeighborCare, Inc. (collectively with its businesses, subsidiaries and divisions, the “Company”), the Company is prepared to make available to you certain information concerning the business, financial condition, operations, assets and liabilities of the Company. In connection with the Possible Transaction, which may involve stock or other securities issued by you, you are prepared to make available to the Company certain information concerning you and your business, financial condition, operations, assets and liabilities. The party disclosing information shall be referred to herein as the “Disclosing Party” and the party receiving information shall be referred to as the “Receiving Party.” As a condition to each Receiving Party and their Representatives (as defined below) being furnished with such information, the Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) which is furnished to the Receiving Party or its Representatives now or in the future by or on behalf of the Disclosing Party (collectively, the “Evaluation Material”) and Discussion Information (as defined below) confidential in accordance with the provisions of this letter agreement, and to take or refrain from taking certain other actions as hereinafter set forth. As used in this letter agreement, a party’s “Representatives” shall include the directors, officers, employees, agents, affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)), partners, advisors or representatives of such party and those of its subsidiaries, affiliates and/or divisions (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any Representatives of the Receiving Party’s advisors). The term “Evaluation Material” shall be deemed to include any notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that derive from, contain, reflect or are based upon, in whole or in part, the information furnished to the Receiving Party or its Representatives pursuant hereto. The term “Evaluation Material” shall also be deemed to include any oral, written or visual information obtained by meeting Representatives of the Disclosing Party or touring any of its facilities. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives, (ii) was within your possession prior to its being furnished to you by or on behalf of the Company; provided that the source o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>f such information was not known to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iii) was developed independently by the Receiving Party without use, directly or indirectly, of any Evaluation Material or (iv) becomes available to the Receiving Party on a non<|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|>In the event that the Receiving Party is required to disclose any portion of any Confidential Information of the Disclosing Party (i) by operation of law or in connection with a judicial or governmental proceeding or arbitration (whether by oral questions, interrogatories, requests for information, su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>bpoena, civil investigative demand or similar process), (ii) pursuant to the rules or regulations of the United States Securities and Exchange Commission (or any other applicable securities regulatory body) or (iii) pursuant to the rules or regulations of any securities exchange on which the Receiving Party’s or its parent company’s securities are listed or similar self-regulatory body, then such disclosure will be permissible only if and after the Receiving Party promptly notifies the Disclosing Party of such requirement (to the extent legally permitted) so that the Disclosing Party (at its sole cost and expense) may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e construed in accordance with the laws of the Province of Ontario and the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario in relation to all matters pertaining to or arising out of this NDA. 11. ENTIRE AGREEMENT. This NDA constitutes the entire agreement of the parties with respect to the subject matter of this NDA and cancels and supersedes any prior discussions, correspondence, understandings, agreements, or communications of any nature relating to the subject matter of this NDA. 12. GENERAL PROVISIONS. a. All additions or modifications to this NDA must be made in writing and must be signed by an officer of both parties. b. No waiver by either party of a breach or omission by the other party under this NDA shall be binding on the waiving party unless it is expressly made in writing and signed by an officer of the waiving party. Waiver by a party of an individual breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind. c. If a court of competent jurisdiction declares any provision in this NDA invalid or unenforceable, such invalidity or unenforceability shall have no effect on the remainder of the NDA which shall remain in full force. d. Recipient may not export any Confidential Information unless Recipient complies with all applicable export laws. e. This NDA does not create any agency or partnership relationship between the parties. f. Participant may not assign this NDA without the express prior written authorization of Magnet Forensics. Subject to the foregoing, this NDA shall inure to the benefit of and be binding upon the parties, their successors and assigns. g. This NDA may be signed in two or more counterparts each of which together will be deemed to be an original and all of whic<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>h together will constitute one and the same instrument. Signing of this NDA and transmission by facsimile document transfer will be acceptable and binding upon the parties hereto. IN WITNESS WHEREOF, the undersigned have executed this NDA. MAGNET FORENSICS, INC. [Participant] Per: Per: Title: Title: Date: Date:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tive’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>al property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspect<|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|>opriate protective order and/or waive compliance with the terms of this Agreement. If, however, in the opinion of counsel for the receiving party such party is nonetheless, in the absence of such order or waiver, compelled to disclose such Information or else stand liable for contempt or suffer possible censure or other penalty or liability, then the receiving party may disclose such Information without liability to the other party hereunder. 8.0 Ownership; Return of Information No license to a party, under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is either granted or implied by the conveying of Information to such party. All Information (including tangible copies and computerized or electronic versions thereof), shall remain the property of the furnishing party. Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's possession have been delivered to the furnishing party or destroyed. That portion of the Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives shall be held by the receiving party and kept confidential as provided above, or shall be destroyed. 9.0 Remedies for Breach Each party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the other party shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. 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. 10.0 No Representations or Further Obligations Neither this Agreement nor the disclosure or receipt of Information<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> shall constitute or imply any promise or intention to make any purchase of products or services by either party or any commitment by either party with respect to the present or future marketing of any product or service. 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 accuracy or completeness of any Information or the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons or of either party. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other transaction. 11.0 Term; Termination Either party may terminate the exc<|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|>tiations, arrangements or understandings with respect to any acquisition or sale of, or acquire or sell or agree, offer or propose to acquire or sell (or request permission to do so), by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) of (i) the Disclosing Party or any of its affiliates, (ii) any material portion of the assets or property of the Disclosing Party or any of its affiliates, (iii) any debt or equity securities of, or direct or indirect rights to acquire any debt or equity securities of, the Disclosing Party or any of its affiliates, (iv) any other debt (including without limitation, institutional debt (bank or otherwise), commercial paper, notes, debentures, and bonds of the Disclosing Party or any of its affiliates, (v) any rights or options to acquire or sell such ownership (including from a third party), or (vi) any derivatives or other contract rights the value of which in whole or in substantial part derives from or is based upon the trading prices of any securities or instruments issued by the Disclosing Party or any of its affiliates; (b) make, or in any way participate in, any “s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>olicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to the Exchange Act), or seek to advise or influence in any manner whatsoever any Person with respect to the voting of, any voting securities of the Disclosing Party; (c) 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 the Disclosing Party; (d) solicit or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase of a material portion of the assets or property of or other similar extraordinary transaction involving the Disclosing Party or any of its affiliates; (e) seek or propose to influence or control the management or the policies of the Disclosing Party or any its affiliates or to obtain representation on the Board of Directors of the Disclosing Party or any of its affiliates, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities or instruments of the Disclosing Party or any of its affiliates; (f) take any action which might require the Disclosing Party or any of its affiliates to make a public announcement regarding the types of matters set forth in (a) through (e) above in this sentence; (g) enter into any discussions, negotiations, arrangement or understandings with any third party (other than Representatives in connection with the Proposed Transaction) with respect to any of the foregoing; or (h) make any public announcement with respect to any of the foregoing; provided, that nothing contained in this Section 3 shall limit the Recipient or any of its affiliates from making any proposal regarding a Proposed Transaction directly to the Disclosing Party’s board of directors or a Contact Person on a confidential basis so long as such proposal does not require any party to make a public announcement regarding this letter agreement or such proposal. Section 4. Non-Solicit. The Recipient shall not, and shall cause its affiliates that have received Evaluation Material hereunder not to, for a period of eighteen (18) months from the date hereof, solicit or employ any Covered Employee (as defined below) of the Disclosing Party or any of its affiliates without the written consent of the Disclosing Party; provided, that, the Recipient shall not be precluded from soliciting or hiring any person who (i) responds to a general solicitation or advertisement not targeted specifically at employees of the Disclosing Party or any of its affiliates (whether posted on a public internet site or in a magazine, newspaper or other publication), (ii) is submitted to the Recipient or its affiliates by a bona fide search firm so long as the Recipient or its applicable affiliates do not direct such search firm to target such individual or the employees of the Disclosing Party or its affiliates, (iii) has ceased to be employed by the Disclosing Party and its affiliates for at least six (6) months at the time he or she enters into discussions for employment with the Recipient<|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) (hereinafter referred to as “the Bidder” or the “Receiving Party”) with its principal place of business at (Transnet and the Bidder shall hereinafter referred to as the “Parties”). WHEREAS, the Bidder is interested in participating in the disposal process being undertaken by Transnet in relation to the business of Luxrail (hereinafter referred to as “the Blue Train” or “the Target”) (such disposal hereinafter referred to as the “Proposed Transaction”); AND WHEREAS, it is agreed that in order to enable the Bidder to assess the Target, Transnet will disclose Confidential Information relevant to the Proposed Transaction to the Bidder; AND WHEREAS, the Bidder recognises that careful protection and non-disclosure by the Bidder of Confidential Information disclosed by Transnet is of vital importance to the prosperity of the Target, Transnet and clientele of Transnet; NOW THEREFORE, Transnet agrees to disclose the Confidential Information and the Bidder agrees to receive the Confidential Information under the following terms and conditions. 1. CONFIDENTIAL INFORMATION 1.1 Definition. When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. Confidential information specifically excludes the following: 1.1.1 information which is in the public domain or enters the public domain other than by reason of a breach of the terms of this Agreement; 1.1.2 where it becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or the individual members of the Disclosing Party, as the case may be; 1.1.3 where it was known to the Receiving Party prior to having access to the Confidential information; and 1.1.4 where the Receiving Party is obliged to disclose by law, or by order or under the rules of any competent regulatory authority or court. 1.2 Purpose. The purpose of the disclosure of Confidential Information is to enable the Target’s assets and liabilities relevant to the Proposed Transaction to be assessed. 1.3 Ownership. The Confidential Information is and shall be considered valuable trade secrets owned exclusively by the Disclosing Party. The Disclosing Party retains all right, title and interest in the Confidential Information and any reasonably related information which may be subsequently developed, and the Receiving Party waives all rights to the intellectual property and copyright therein in favour of the Disclosing Party. 1.4 No License. No license is granted to the Receiving Party in relation to any intellectual property rights that attach to or may be embodied in any Confidential Information, or is implied by the conveying of such Confidential Information to the Receiving Party. 1.5 No Warranties. The Disclosing Party assumes no responsibility for any loss or damages suffered by the Receiving Party or any third party caused by or arising from the Confidential Information, and the Disclosing Party makes no warranties of any kind, whether express or implied, as to the acc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uracy or completeness of the Confidential Information. 1.6 Authorised. The Disclosing Party is authorised to provide Confidential Information to the Receiving Party. 2. NON-DISCLOSURE 2.1 Use of Confidential Information. The Receiving Party may use the Confidential Information solely for the purposes of assessing the Target for purposes of the Proposed Transaction. The Receiving Party recognises that this Agreement imposes an affirmative duty to hold such information in confidence and protect it from dissemination to and use by any unauthorised persons. In the absence of the Disclosing Party’s prior written consent, the Receiving Party shall not produce nor disclose the Confidential Information, or any part thereof, to any third party. 2.2 Disclosure of Confidential Information. The Confidential Information is proprietary information and for the exclusive and non-transferable use of the persons to whom it is addressed and the recipients of the Confidential Information agree that all of the information contained herein is of a confidential nature and is subject to this Confidentiality Agreement, and that they will not, directly, or indirectly, disclose or permit their agents or affiliates to disclose any such information without the prior written consent of Transnet except as expressly permitted by the terms of this Agreement. 2.3 Return of Confidential Information. Promptly following the request of the Disclosing Party, the Receiving Party will deliver to the Disclosing Party all confidential information (and copies and extracts thereof) furnished to, or created by or on behalf of, the Receiving Party. Notwithstanding the return of the Confidential Information, the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations hereunder. 2.4 Remedies. The Receiving Party recognises and acknowledges that the Confidential Information is of a special, unique and extraordinary character to the Disclosing Party and the Target and the disclosure, misappropriation or unauthorised use of such Confidential Information by the Receiving Party cannot be fully compensated and that, further, any such disclosure, misappropriation or una<|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|>njunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of such covenants and agreements by Samples, or the employees, partners or agents of Samples, as well as recover from Samples any and all costs and expenses sustained or incurred by the Acquiror Companies and the Target Company and the Related Entities in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. Samples agrees that no bond or other security shall be required in connection with such injunction. Samples further agrees that the Restricted Period shall be tolled during any period of violation thereof by Samples. Any exercise by any one or more of the Acquiror Companies and the Target Company and the Related Entities of their respective rights pursuant to this Section 3 shall be cumulative and in addition to any other remedies to each of them may be entitled. 4. Intellectual Property. Samples recognizes and agrees that, on and after the date hereof, he will not have the right to use for his own account any of the service marks, trademarks, trade names, licenses, labels, trade secrets or customers' lists owned by or licensed to the Acquiror Companies, the Target Company or any of the Related Entities. 5. Consideration. As consideration for Samples' agreements provided herein, the Acquiror agrees to pay to Samples the total sum of $500,000, which amount shall be payable by wire transfer of immediately available funds on the date hereof. Samples also acknowledges and agrees that, in addition thereto, he has received substantial consideration and benefit, direct and indirect, pursuant to the Merger and the other transactions contemplated by the Merger Agreement. 6. Validity. Samples acknowledges and agrees that each of the covenants contained herein is a reasonable limitation as to time, geographical area and scope of activity to be restrained and does not impose a greater restraint than is necessary to protect the goodwill or other interests of the Acquiror Companies and the Target Company and the Related Entities. To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as to time, geographical area or scope of activity to be restrained, then the court so holding shall at the request of any of the Acquiror Companies or the Target Company or any Related Entity reform such provisions to the extent necessary to cause them to contain reasonable limitations as to time, geographical area and sc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ope of activity to be restrained and to give the maximum permissible effect to the intentions of the parties as set forth herein; and the court shall enforce such provisions as so reformed. If, notwithstanding the foregoing, any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or enforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically by the Acquiror and the Target Company as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and the parties hereby agree to such provision. 7. Waiver of Breach. The waiver by any party to this Agreement of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 8. Tax Reporting. The parties hereby expressly agree that the consideration given and received pursuant to this Agreement shall, for income tax purposes, be reported as amounts paid for a covenant not to compete. The parties acknowledge that Samples shall be solely responsible for the payment of any federal, state or local taxes arising from his receipt of the consideration u<|eot_id|> |
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