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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|>eement. 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 counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that p<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ortion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to rec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>that is of a type that is treated or classified as an "extended stay hotel" or as part of the "extended stay segment" of the lodging industry by Smith Travel Research or, if such a classification is not available from Smith Travel Research, by a similar reputable hotel industry service and (iii) "Permitted Hotels" shall mean, collectively, (A) the hotel in Wichita, Kansas operated as of the date hereof as the Wichita Airport Hilton and (B) the hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette, (C) any upscale all-suites hotel located or to be located adjacent to the Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas, so long as managed under a management contract by Samples or any entity controlled by Samples; (E) if so provided by Section 2(e) below, any three (3) other hotels that, at the time that Samples owns, leases, operates, franchises, licenses, manages, invests in or gives advice in respect of such hotels, have been open and in operation for at least one (1) years, provided that this clause (E) and the similar provision of the Non-Competition and Non-Disclosure Agreement of David H. Aull of even date herewith shall collectively not authorize more than a total of three hotels; (F) the Broadway Plaza Suites in Kansas City, Missouri and (G) any Extended Stay Hotel at a specified site if (x) Samples has offered in writing to Acquiror or its designee to develop for Acquiror or such designee an Extended Stay Hotel at such site as a Homegate brand (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates) Extended Stay Hotel in accordance with the procedure set forth below and (y) Acquiror or its designee has either advised Samples that it does not wish to have an Extended Stay Hotel developed at such site as a Homegate (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates) or failed to respond within the time period set forth below. In the case of clause (G) above, Samples' offer shall include a reasonably detailed proposal for the development of the site as an Extended Stay Hotel. Acquiror or its designee shall be given at least thirty (30) days to evaluate such offer and respond to Samples. If Acquiror or its designee fails to respond within such thirty (30) day period or advises Samples that it does not wish to have an Extended Stay Hotel developed at such site as a Homegate (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates), Samples may develop an Extended Stay Hotel on such site with another party if construction of such Extended Stay Hotel is commenced within 180 days the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>reafter and is pursued with reasonable diligence thereafter. (e) If, by July 1, 1998, Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the definition of Permitted Hotel<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 possible, each provision of this 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 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 Agreement. All obligations of the receiving party and rights of the disclosing party expressed in this Agreement shall be in addition to, and not in limitation of, those provided by applicable law. This Agreement may be modified or waived only by a separate writing by Signee and EICA expressly so modifying or waiving such. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. References to EICA and Signee shall be deemed to include each of their affiliates, if any. Any disputes arising out of this Agreement shall be adjudicated in federal or state district court in the State of Utah and each party hereby consents to the jurisdiction of such court. This Agreement shall be binding upon the parties and their successors and assigns. IN WITNESS WHEREOF, the parties acknowledge their agreement to the foregoing as of the date first set forth above by execution of the Agreement by their respective authorized r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>epresentatives. Electrical Industry Certifications Association Signee By (signature) By (Signature) Printed Name Printed Name Title Title Date Date EICA Non-Disclosure Agreement /2018 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|>rough Broker with regard to businesses and/or real estate listed by Broker, or introduced to Buyer by Broker (the “Listings”). In connection with the possible acquisition by Buyer of the Listings, Broker will furnish Buyer information regarding the Listings (“Confidential Information”). In consideration of obtaining Confidential Information, Buyer hereby agrees: BUYER’S OBLIGATIONS 1. Buyer agrees not to disclose or reveal any Confidential Information, including the existence of the Listing, to any persons or entities other than Buyer’s employees or representatives who are directly participating in the evaluation of the information, and only then in connection with the proposed acquisition. 2. Buyer shall not directly contact the Listing owners or their landlords, employees, agents, representatives, suppliers or customers (collectively, the “Listing Party”) except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease of any Listing presented by Broker will be conducted exclusively through Broker. 3. Buyer shall not circumvent or interfere with Broker’s contract with the Listing Party in any way. Buyer understands that if Buyer interferes with Broker’s contract with any Listing Party, Buyer will be personally liable to Broker for the payment of Broker’s commission. Buyer recognizes that under the terms of Broker’s listing agreement a commission shall be due if at any point in time a Listing, or any interest therein, is transferred from a Listing Party to a Buyer introduced by Corbett. Buyer agrees that s/he will not engage with any Listing Party at any time subsequent to being introduced by Corbett for the purpose of purchasing a Listing without Broker’s involvement. 4. All information regarding the Listing is provided by the Listing Party or other sources and is deemed reliable, but not verified in any way by Broker. Broker makes no warranty, expressed or implied, as to the accuracy of such information. Understanding that, Buyer shall perform its own due diligence prior to entering into an agreement to purchase any Listing. Buyer agrees that Broker is not responsible for the accuracy or completeness of any of the information Buyer receives or fails to receive, and Buyer agrees to, defend, indemnify and hold harmless Broker and any of its agents from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to Buyer with respect to any business Buyer might purchase. 5. The Buyer acknowledges and understands that Corbett Restaurant Group is an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> agent of the Listing Party. 6. Buyer represents that the BUYER’S INFORMATION provided to Broker below is true and accurate. GENERAL PROVISIONS 7. Deposit. A 10% escrow deposit will be required upon signing of a Purchase and Sale Agreement and will be held by Broker in a non-interest bearing account. 8. Attorney’s Fees. In the event it shall become necessary for the Broker to retain legal counsel in order to enforce the provisions of this Agreement, the Broker shall be entitled to collect reasonable legal fees from the Buyer in connection therewith. 9. Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Ex<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>roy Evaluation Material in electronic form (including any computer systems, back-up and archive tapes or other electronic backup systems) to the extent that such destruction is not commercially practicable and any retained Evaluation Material is not accessed by Recipient or its Representatives’ personnel except by any legal, compliance or information technology personnel in the course of their respective duties. Upon the written request of the Disclosing Party, the Recipient shall as promptly as practicable confirm in writing such destruction to the Disclosing Party as required by this Section 8 (e-mail being sufficient). Section 9. No Representations and Warranties; No Liability; Definitive Agreement. (a) No Representations and Warranties. The Evaluation Material is being provided to the Recipient “as is” and without any representation or warranty of any kind, either express or implied. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material nor will any of them have any liability to Recipient or its Representatives or any other Person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives is under any duty or obligation to provide the Recipient with access to any information, and nothing herein is intended to impose any such obligation on the Disclosing Party or any of its Representatives. The above Section 9(a) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction. ー 6 ー (b) No Liability. Recipient understands and agrees that the Evaluation Materials prepared by the Disclosing Party or its Representatives were prepared for their internal purposes only, and thus may not be suitable for the Recipient’s purposes. The Recipient acknowledges and agrees that the Recipient will make its own independent evaluation of the Proposed Transaction and will not be relying on the Disclosing Party or any of its Representatives in connection with the Proposed Transaction and that neither the Disclosing Party nor any of its Representatives is acting as the Recipient’s broker or advisor in connection with the Proposed Transaction. The Recipient shall not, and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>shall cause its Representatives not to, pursue any action, suit or proceeding against the Disclosing Party or any of its Representatives arising from or relating to the provision by the Disclosing Party or its Representatives to the Recipient and its Representatives of the Evaluation Material or the information contained therein. The above Section 9(b) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction. (c) Definitive Agreement. This Agreement does not constitute a binding agreement or obligation to reach a final and definitive agreement with respect to the Proposed Transaction and no contract or agreement providing for any transaction 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|>oncert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the prox<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>mpanies, (ii) that 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 fo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r 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 the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or its Representatives are nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or otherwise be liable for contempt or suffer other censure or penalty, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally required to disclose, provided that the Recipient and/or its Representatives cooperate with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. 6. Return or Destruction of Evaluation Material. If either Company decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Company of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, and will cause its Representatives to, within five business days of receipt of such notice, destroy or return all Evaluation Material, except for that portion of notes, analyses, compilations, studies, interpretations or other documents or records prepared by the Recipient or its Representatives which does not contain in any respect any of the Evaluation Materials, in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained, except that Recipient’s outside legal counsel may retain one copy to be kept confidential and used solely for the purpose of establishing Recipient’s compliance with its obligations hereunder. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence signed by an executive officer of the Recipient. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material. 7. No Solicitation/Employment. Neither Recipient will, 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 officers or employees of the Provider, so long as they are employed by the Provider and for three months after they cease to be employed by Provider. A Recipient is not prohibited from soliciting by means of a general advertisement not directed at (i) any particular individual or (ii) the employees of the Provider generally. 8. Standstill. Each Party agrees that, for a period of six months from the date of this Agreement (the “Standstill Period”), unless specifically invited in 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|>ive Affiliates, including without limitation, confidential information and materials developed by or concerning the business, operations, plans, procedures, properties, assets, locations and financial affairs, pricing, supplier and customer information, names and expertise of employees and consultants, trade secrets and intellectual property of the Disclosing Party and/or its Affiliates, and past, present or future products or services, research, development, improvements, procedures, processes, techniques, designs, data, drawings, compilations, information, and technical information and data related to the business affairs and operations of the Disclosing Party and/or its Affiliates (the “Confidential Information”) has been disclosed or delivered or will be disclosed or delivered, whether disclosed orally or disclosed or delivered in written, electronic or other form or media, by or on behalf of the Disclosing Party to the other party (in such capacity, the “Recipient”) and to certain of its Affiliates, and its and their respective general partners, managing members, directors, officers, employees, advisors and other representatives of the Recipient or such Affiliates, including attorneys, accountants, consultants, investment bankers and financing sources (collectively, “Representatives”). The Recipient may disclose Confidential Information to Representatives who have a need to know such information in connection with the Purpose and whom the Recipient shall make aware of, and direct to comply with, the terms set forth herein. The Recipient shall be responsible for any breach or failure to perform obligations expressly applicable to Representatives under this Agreement by its Representatives. Notwithstanding anything to the contrary in this Agreement, Valassis will not share, and will not permit its Affiliates or Representatives to share, any Confidential Information with financing sources without the prior written consent of RetailMeNot, which consent shall not be unreasonably withheld. RetailMeNot hereby consents to Credit Suisse Group AG and Bank of America Corporation and each of their respective Affiliates serving as debt financing sources to Valassis and/or its Affiliates. 2. Confidential Information. As used in this Agreement, the term “Confidential Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives to the extent they contain, reflect or are based upon, in whole or in part, any Confidential Information furnished to the Recipient or its Representatives pursuant hereto. Notwithstanding the foregoing, the term “Confidential Information” does not include information which Recipient can demonstrate (a) was known by the Recipient or its Affiliates or Representatives in their capacity as such prior to the time of disclosure to the Recipient by or on behalf of the Disclosing Party, (b) was or becomes available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement, (c) was, is or becomes available to the Recipient or its Representatives in their capacity as such from a third party who is not known by the Recipient or such Representative to be under any obligation of confidentiality to the Disclosing Party with respect thereto or otherwise prohibited from disclosing such information by any legal, contractual or fiduciary obligation, or (d) was or is independently developed by the Recipient or its Representatives without use of the Confidential Information. 3. Use and Disclosure of Confidential Information. The Recipient, and its Representatives who have received Confiden<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tial Information pursuant hereto, shall use the Confidential Information only for the Purpose. The Confidential Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. The Recipient and such Representatives shall hold the Confidential Information in confidence, and provide it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances, and shall not disclose any Confidential Information, except as permitted by paragraph 1 hereof or whe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 to the bound by the undertakings set out in clauses 2, 4 and 5. 4. Limitations and Warranty 4.1 EFCA shall: 4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and 4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure. 4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter int<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o any contract for services or for supply of goods and/or materials with the other party. 5. Confidentiality EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party. 6. Notices Any notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted. 7. Variations No variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties. 8. Non-Assignment This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party. 9. Entire Agreement, Governing Law and Jurisdiction This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria. This agreement will be effective as of the date below, and continue for five (5) years. Signed on behalf of …………………………………… …………………………………………… Date …………………………………… Witnessed by: ……………………………………………….. Signed on behalf of EFCA Pty Ltd …………………………………………… Date …………………………………… Witnessed 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|>endeavor to solicit, canvass or approach any person or entity which the Stockholder knows (or should have known) was provided with products or services of the Business by the Seller or the Stockholder at any time, for the purpose of offering services or products which compete with or are functionally similar to the services or products of the Business supplied by the Seller or the Stockholder. 2. Remedies. The Stockholder and the Buyer hereby acknowledge and agree that any breach by the Stockholder, directly or indirectly, of the foregoing restrictive covenants will cause the Buyer and/or its affiliates irreparable injury for which there is no adequate remedy at law. Accordingly, the Stockholder expressly agrees that, in the event of any such breach or any threatened breach hereunder by the Stockholder, directly or indirectly, the Buyer and its subsidiaries shall be entitled, in addition to any and all other remedies available, to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain and/or enjoin a breach under the provisions of this Agreement. 3. Expenses. In the event of any dispute under or arising out of this Agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party or parties, in addition to any damages and/or other relief that may be awarded, its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with prosecuting or defending the subject dispute. 4. Benefits and Obligations. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Buyer and its subsidiaries, successors and assigns, and the Stockholder and its subsidiaries, successors and assigns; provided, however, that the obligations of the Stockholder contained herein may not be delegated or assigned. 5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties agree to the exclusive jurisdiction and venue of Florida and Georgia state and federal courts with respect to any action between the parties relating to this Agreement. 6. Severability. It is acknowledged, understood and agreed that the restrictions contained in this Agreement (a) are made for good, valuable and adequate consideration received and to be received by the Stockholder, and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of the Buyer and the good will thereof. It is intended that said provisions be fully severable, and in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or other tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect. 7. Waiver, Amendment or Modification. Neither this Agreement nor any of the terms and conditions hereof may be<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> waived, amended or modified except by means of a written instrument duly executed by the party to be charged therewith. No waiver of any provision, performance or default hereunder in any instance shall be construed as a continuing waiver of such provision, performance or default, or a waiver of any other provision, performance or default, or of any future performance or default. 8. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, one (1) day after being sent by recognized overnight courier service, or three (3) business days after being mailed by certified mail, return receipt requested, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>es, designs, processes, products, services, or the development, testing or commercial exploitation of any of the foregoing that is either specifically identified as confidential prior to or at the time of its disclosure or that would reasonably be considered by a person knowledgeable in the industry to be proprietary or confidential in nature because of legends or other markings on the information, the circumstances of disclosure or the nature of the information itself. b. “Discloser” means the party disclosing information. c. “Recipient” means the party receiving the disclosed Confidential Information. 2. TERM AND PROTECTION PERIODS. This NDA shall commence upon the Effective Date and shall continue for a period of one (1) year unless sooner terminated in writing by either party. This NDA will automatically renew for subsequent one (1) year periods on the anniversary of the Effective Date, unless otherwise terminated in writing by either party. All obligations contained herein shall continue to bind the parties, their successors and permitted assigns and representatives, until the latter of (a) expiry or termination of this NDA or (b) three years from disclosure to Recipient. 3. CONFIDENTIALITY OBLIGATIONS. a. Recipient shall hold Confidential Information in confidence and use, reproduce and disclose the Confidential Information only to the extent reasonably required to facilitate a business relationship between the parties (the “Purpose”). b. Recipient shall protect the Confidential Information using the same degree of care that Recipient uses to protect its own confidential information of a similar nature to prevent the unauthorized use, reproduction or disclosure of the Confidential Information. Such care shall not be less than a reasonable degree of care. Recipient shall not disclose the Confidential Information to any employees, contractors, or third parties except to those employees, contractors or third parties who have a need to know the Confidential Information to fulfill the Purpose, provided that: (i) Recipient shall be vicariously liable for any act or omission of such employees, contractors or third parties respecting the Confidential Information, (ii) such employee, contractor or third party has been advised of the confidentiality obligations contained in this NDA and has either agreed in writing to be bound by the obligations of this NDA, or has entered into a binding written obligation of confidentiality with the Recipient that affords substantially similar protection of the Confidential Information. c. Recipient agrees that it shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials to which it is provided access by Discloser. d. Each party will promptly advise the other in writing of any misappropriation or misuse by any person of such Confidential Information of which it may become aware. 4. EXCLUSIONS. Information that Recipient can establish: (a) was lawfully in Recipient's possession before receipt from Discloser without any confidentiality obligation attached thereto; or (b) is or becomes a matter of public knowledge through no fault of Recipient; or (c) was independently developed or discovered by Recipient without use of any Confidential Information obtained from Discloser, shall not be considered Confidential Information under this NDA. Additionally, it shall not be considered a breach of this NDA if Recipient discloses Confidential Information if and only to the extent: (i) it is require<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d to do so by law provided that Recipient gives Discloser sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser, provided that Recipient complies with the disclosure parameters set forth in such authorization. 5. RETURN OF CONFIDENTIAL INFORMATION. At the Discloser’s request, the Recipient shall promptly return any or all Confidential Information received from the Discloser (including, without limitation, any summaries or copies or Confidential Information) or will certify through an officer of the Recipient that all Confidential Information received from the Discloser, and any summaries or copies thereof, have been destroyed. For greater certainty, failure of the Discloser to make such request of Recipient shall not entitle Recipient to make any further use of the Confidential Information or otherwise extend Recipient’s rights set forth herein after expiration or termination of this NDA and Recipient specifically agrees to cease any further use of Discloser’s Confidential Information in such event. 6. NO RESTRICTIONS ON GENERAL KNOWLEDGE. The Participant acknowledges that Magnet Forensics may develop information internally, or receive information from other parties, that is similar to their Confidential Information. Nothing in this NDA shall prohibit Magnet Forensics from developing products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Participant’s Confidential Information provided that Magnet Forensics does not violate any of its obligations under this NDA. The parties agree that because of exposure to Participant’s Confidential Information, employees of Magnet Forensics may gain or enhance their general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to Participant's business ("General Knowledge"). The subsequent use by these employees of such General Knowledge as retained in their unaided memories, without reference to Confidential Information in written, electronic or other fixed form, shall not constitute a breach of this NDA. Magnet Forensics shall have no obligation to limit or restrict the assignment of employees or to pay royalties for any work resulting from the use of such General Knowledge. 7. RIGHTS. All right, title and interest in and to the Confidential Information is and shall remain with the Discloser, and no rights to the Confidential Information are granted under this NDA other than the rights expressly granted in Section 3. Recipient shall not acquire any ownership right, interest or title in or to the Confidential Information or any intellec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he Parties. 4. Miscellaneous 4.1 Duration and Termination 4.1.1 This Agreement will enter into force on the date on which it is signed. It will remain in force until the ILDA-care project is finalised. Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Con<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>fidential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed. 4.2 Applicable Law and Jurisdiction This Agreement shall be construed and interpreted by German law. All disputes between signed parties shall fall under the exclusive jurisdiction of the courts who have jurisdiction for the district in which the German Partner has its registered office. The German Partner’s registered office is located in Friedrichstraße 10, 70174 Stuttgart, Germany. 4.3 Validity If any provisions of this Agreement are invalid or unenforceable, the validity of the remaining provisions shall not be affected. The Parties shall replace the invalid or unenforceable provision by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible. 4.4 Subsequent Agreements Ancillary agreements, amendments or additions hereto shall be made in writing. 4.5 Communications Any notices or communications required between the Parties shall be delivered by hand, e-mail, or mailed by registered mail to the address of the other Party as indicated above. Any subsequent modification of a Party’s address should be reasonably communicated in advance to the effect of this Agreement. 5. Competition The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either Party from developing, making or marketing products or services that are or may be competitive with the products or services of the other; or providing products or services to others who compete with the other Party; as long as those results have not become from a breach of this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the date stated below in the signatures. Applicant Team Member Place and date:.…..……………………………………………………………………………………………………………..... Name and function of the participating team member signatory:………………………………………………………………………………………………….............................. Signature/Stamp:……………………………………………………………………………………………………………….... Applicant Team Member Place and date:…………………………………………………………………………………………………………………..... Name and function of the participating team member signatory:………………………………………………………………………………………………….............................. Signature/Stamp:……………………………………………………………………………………………………………….... Applicant Team Member Place and date:…………………………………………………………………………………………………………………..... Name and function of the participating team member signatory:………………………………………………………………………………………………….............................. Signature/Stamp:……………………………………………………………………………………………………………….... Applicant Team Member Place and date:…………………………………………………………………………………………………………………..... Name and function of the participating team member signatory:………………………………………………………………………………………………….<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nada Foundation activities. Pictures and Videos of Companion Paws dogs are only permitted without individuals unless the Companion Paws and The LifeLine Canada Foundation Waiver has been signed and initialed Non-Disclosure Volunteer, Trainer or Evaluator agrees not to, without prior written consent from Companion Paws and The LifeLine Canada Foundation, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event, shall Volunteer, Trainer or Evaluator use Confidential Information in a manner that is in any way detrimental to Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator agrees to maintain the confidentiality of all Confidential Information and not misuse, misappro<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>priate, 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 Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to Companion Paws and The LifeLine Canada Foundation’s business shall remain exclusively the property of Companion Paws and The LifeLine Canada Foundation and shall only be used by Volunteer, Trainer or Evaluator for the purpose(s) permitted by the Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator further agrees that upon termination of service with Companion Paws and The LifeLine Canada Foundation, Volunteer, Trainer or Evaluator shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of Companion Paws and The LifeLine Canada Foundation and all copies, electronic or otherwise, thereof relating in any way to Companion Paws and The LifeLine Canada Foundation’s business, or in any way obtained during the course of service. Volunteer or Evaluator further agrees that no copies, electronic or otherwise, notes or abstracts of the foregoing shall be retained and that all information will be returned not destroyed. Volunteer, Trainer or Evaluator Conflict of Interest Volunteer, Trainer or Evaluator shall avoid personal and professional conflicts of interest in all matters pertaining to the Companion Paws 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, Trainer or Evaluator shall discuss the issue with the Chief Executive Officer of The LifeLine Canada Foundation. Depending on the type of volunteer work or employed work required from the individual, a Volunteer, Trainer or Evaluator may be asked to sign the Companion Paws and The LifeLine Canada Foundation Conflict of Interest Policy prior to commencing service with Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator Code of Conduct From the work and integrity of our organization and the services they provide, people will determine our reputation and ability to make an impact on the well-being of dogs and their handlers. The obligation of evaluators, trainers and volunteers to those we represent and serve will best be achieved through a common Code of Conduct to guide our professional practice. Therefore, compliance with this Code of Conduct is a requirement for all Companion Paws volunteers, trainers and evaluators. Volunteer, Trainer or Evaluator shall act fairly and be impartial and unbiased in their service to the Companion Paws and The LifeLine Canada Foundation and to the population of Certificants and candidates. Volunteer, Trainer or Evaluator shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteer, Trainer or Evaluator shall not speak or act on behalf of Companion Paws and The LifeLine Canada Foundation without proper written authorization from The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator shall support the decisions of Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator shall participate in the activities required of them to fulfill their charge(s) and serve the mission Companion <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>have all necessary authority and power to enter into this Agreement and perform their obligations hereunder. 11. Governing Law. This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the jurisdiction of Courts and/or Forums situated at < Name of the city> 12. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof. 13. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. 14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 15. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such inva<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lidity or unenforceability shall not affect the other provisions of this Agreement. 16. Waiver. Waiver by either party of a breach of any provision of this Agreement, shall not be deemed to be waiver of any preceding or succeeding breach of the same or any other provision hereof. 17. Survival. Both parties agree that all of their obligations undertaken herein with respect to Confidential Information received pursuant to this Agreement shall survive till perpetuity even after expiration or termination of this Agreement. 18. Non-solicitation. During the term of this Agreement and thereafter for a further period of two (2) years Auditor shall not solicit or attempt to solicit Auditee’s employees and/or consultants, for the purpose of hiring/contract or to proceed to conduct business similar to Auditee with any employee and/or consultant of the Audi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>5. The obligations of each and every Party, and each employee and officer of each Party Under this Agreement wil<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l expire five (5) years from the termination of the JRA. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> technique, invention, creation, copyrightable or patentable work ("Product") relating to pneumatic colorized tires or other products sold or developed by Sweetskinz, that Mellet is instrumental in creating, developing or producing, or helping to create, develop or produce, during the time that Mellet is employed by Sweetskinz shall be considered owned by Sweetskinz, whether conceived by Mellet individually or jointly, on or off Sweetskinz's premises. Mellet hereby irrevocably assigns such Product to Sweetskinz and authorizes Sweetskinz to execute on Mellet’s behalf such documents as it may deem necessary to confirm and protect its interests therein. However, Mellet may develop products which do not in any material way compete with any Product of Sweeetskinz so long as such development is of no cost to Sweetskinz, is done after “working hours” (defined as 45-hour work week) and does not interfere with Mellet’s responsibilities as the Chief Technology Officer of Sweetskinz. Mellet acknowledges that this Section 2 is reasonable, among other things, because Sweetskinz anticipates selling its products on all continents of the world and developing relationships with manufacturers, wholesalers and retailers on such continents 3. CONFIDENTIALITY: Each Party agrees at all times during the Term to hold in the strictest confidence, and not use, except for the benefit of the Parties or to disclose, transfer or reveal, directly or indirectly to any person or entity any confidential information. 4. INJUNCTIVE RELIEF: If Sweetskinz so elects, Sweetskinz shall be entitled, in addition to all other remedies available, including but not limited to actual, compensatory and punitive damages, or to specifically enforce the performance by Mellet and to enjoin the violation by Mellet of any provision hereof. Moreover, the parties hereto acknowledge that the damages suffered by Sweetskinz as a result of any violations of Section 2 by Mellet may be difficult to ascertain and Sweetskinz may not have an adequate remedy at law. Accordingly, the parties agree that in the event of a breach by Mellet of Paragraph 2, Sweetskinz shall be entitled to specific enforcement by injunctive relief of Mellet’s obligations to Sweetskinz, without bond and such remedies shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise. The remedies referred to above shall not be deemed to be exclusive of any o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise, including to enforce the performance or observation of the covenants and agreements contained in this Agreement. 5. ATTORNEY’S FEES: It is agreed that if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement the successful Party or Parties, as the case may be, shall be entitled to recover reasonable attorney’s fees and other costs incurred in that proceeding in addition to any other relief or judgment to which it may be entitled. 6. GENERAL: The obligations under the Agreement are binding upon the heirs, assigns and legal representatives. This Agreement is governed by the laws of Pennsylvania. If any of this Agreement is more restrictive than permitted by law in any jurisdiction in which enforcement is sought, this Agreement will be limited only to the extent necessary to bring this Agreement within the law of such jurisdiction and other provisions of the Agreement will remain in force. The parties signing below have read and understood this Agreement and agree to its terms and conditions. April 6, 2006 SWEETSKINZ, INC. By: /s/ Andrew Boyland Andrew Boyland Chief Executive Officer /s/ Yann Mellet Mr. Yann Mellet<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rmation are made by any Party and all information is provided “AS IS” without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party IP rights. In no event will McGill or Intern be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information. 12. TERM AND TERMINATION: 12.1 TERM: This Agreement shall come into force on the Effective Date and shall terminate on [DD MONTH YYYY INTERNSHIP/FELLOWSHIP ENDS] unless terminated earlier in accordance with the provisions of sections 13.2 or 13.3, below. 12.2 TERMINATION FOR DEFAULT. Termination for Default. Either Party may terminate this Agreement immediately upon notice to the other Party, in the event of: 12.2.1 material breach or non-compliance by the other Party of some obligation, undertaking, representation, warranty or payment contained in this Agreement, if such default is not remedied within thirty (30) days of receipt of written notice to that effect; 12.2.2 the other Party becoming bankrupt or insolvent, going into receivership, making an assignment of its assets to the benefit of its creditors, taking advantage of any statute which may be in force in relation to bankruptcy or insolvent debtors, or ceasing to conduct business in the normal course. 12.2.3 default on the part of the other Party caused by a force majeure, where such default lasts for more than six (6) months. 12.3 TERMINATION BY MCGILL. McGill shall also be able to terminate this Agreement, in its own discretion and without penalty or compensation to Sponsor, in the event that the Academic Supervisor leaves the employment of McGill, becomes permanently disabled or passes away. In such a case, the Parties will attempt in good faith to identify another Academic Supervisor at McGill. Should they be unable to find a mutually acceptable replacement, McGill shall be able to <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>terminate this Agreement under this section. McGill shall also be able to terminate this Agreement pursuant to section 6.3. 12.4 EFFECT OF TERMINATION. Upon receipt by either Party of a notice of termination under this section 13 or expiry of the delay within which default may be cured under section 13.2.1, McGill will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that McGill shall have the right to disburse any sum of money committed at the time of termination. Sponsor shall pay to McGill all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 13.2.1, and shall pay for all costs and fees related to the termination of the Agreement. 13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible. 14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of the terms except as specifically set forth herein. 15. ASSIGNMENT: This Agreement shall not be assignable or transferable and shall enure to the benefit of and be binding upon the Parties hereto. 16. RELATIONSHIP OF THE PARTIES: During the course of the Project, the Intern remains a student/PDF of McGill. Moreover the Intern is not an employee, agent or 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|>p:……………………………………………………………………………………………………………….... Applicant Team Member Place and date:…………………………………………………………………………………………………………………..... Name and function of the participating team member signatory:………………………………………………………………………………………………….............................. Signature/Stamp:……………………………………………………………………………………………………………….... BioRegio STERN Management GmbH Place and date:…………………………………………………………………………………………………………………..... Name and function of the signatory:……………………………………………………………………………………………………………………………… Signature/Stamp:……..…………………………………………………………………………………………………………… Welfare Tech Place and date:…………………………………<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>………………………………………………………………………………………………..... Name and function of the signatory:……………………………………………………………………………………………………………………………… Signature/Stamp:……..……………………………………………………………………………………………………………<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 with Lamco, the "Seller") and National Investment Managers Inc., a Florida corporation ("NIM"). RECITALS A. Pursuant to that certain Stock Purchase Agreement, dated as of October 3, 2006, by and among NIM and Seller, Lamoriello & Co., Inc., a corporation organized under the laws of Rhode Island ("LCI"), Circle Pension, Inc., a corporation organized under the laws of New York ("CPI"), and Southeast Pension Services, Inc., a corporation organized under the laws of Florida ("SPSI," and together with LCI and CPI, the "Companies") (the "Purchase Agreement"), the Companies are being acquired by NIM. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. B. Lamco has been a principal shareholder and Lamoriello has been an officer, director and employee of Companies for many years and have developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith. C. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to NIM to enter into the Purchase Agreement and effect the purchase of the Companies and their respective businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the p<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>arties hereto agree as follows: 1 Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Seller covenants and agrees that Seller will not, without NIM's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of NIM or its Affiliates): (A) Engage in the business of providing record-keeping and administrative services for retirement plans and sales of insurance products to clients of third party administrators (the "Restricted Business") anywhere in the Territory (as defined below), or be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual engaged in the Restricted Business anywhere in the geographical area within the United States (the "Territory"); (B) solicit or divert any Restricted Business or any customer receiving Restricted Business services from NIM or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so; (C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with NIM or its Affiliates with respect to Restricted Business or assist any person, firm, corporation or other entity in doing so; or (D) hire, solicit or divert from NIM or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>troy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof, including any electronic or computer file copies, or based thereon in the Receiving Party's possession or in the possession of any Representative of the Receiving Party. Subject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto, each party hereto acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Evaluation Material. The Receiving Party shall not be entitled to rely on the completeness of any Evaluation Material, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Evaluation Material as may be made to it in any definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of such agreement. Until a definitive agreement regarding the Proposed Transaction has been executed by the parties hereto and subject to the terms and conditions of that certain letter agreement dated as of March 17, 2001 between the company and the Interested Party (the "Exclusivity Agreement"), neither party hereto shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this letter agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Subject to the terms and conditions of the Exclusivity Agreement, each party hereto and its Representatives (i) may conduct the process that may or may not result in the Proposed Transaction in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party) and (ii) reserves the right to change (in its sole discretion, at any time and without notice to such other party) the procedures relating to the consideration of the Proposed Transaction (including, without limitation, terminating all further discussions with the other party and requesting that such other party return or destroy the Evaluation Material as described above). Without prejudice to the rights and remedies otherwise available to either party hereto, each party shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this letter agreement. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final order from which there is no appeal that this letter agreement has been breached by a party or by its Representatives, the breaching party or the party whose Representatives have breached this letter agreement, as the case may be, will reimburse the other party for its costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred in connection with the enforcement of this letter agreement and such litigation. It is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>power or privilege hereunder. This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of Texas law. This letter agreement contains the entire agreement between the parties hereto concerning confidentiality of the Evaluation Material, and no modification of this letter agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. This letter agreement supersedes and replaces the Mutual Non-Disclosure Agreement dated January 25, 2000 entered into previously between the parties; provided that the restrictions imposed by such previous letter agreement shall remain in effect for periods prior to the date hereof. Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith. DTM CORPORATION By: /s/ Anthony Mariotti -------------------------------------------- Name: Anthony Mariotti Title: Director, Member of Special Committee ACCEPTED AND AGREED as of the date hereof: 3D SYSTEMS CORPORATION By: /s/ Brian K. Service --------------------------------------------- Name: Brian K. Service Title: President and Chief Executive Officer ACKNOWLEDGEMENT SIGNATURE PAGE FOR 3D DEBT AND EQUITY FINANCING SOURCES The undersigned hereby agrees to be bound the terms of the letter agreement between DTM Corporation and 3D Systems Corporation to which this acknowledgement page is attached. ---------------------- Name of Representative By: ------------------- Name: Title: Dated:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nitive written agreement that is hereafter executed and delivered by both Buyer or its Affiliate and the Company in connection with the Transaction (a “Definitive Transaction Agreement”). Except as may be expressly set forth in a Definitive Transaction Agreement, none of the Company or any of its Representatives shall have any liability to Buyer or any of its Representatives on account of the use of any Evaluation Material by Buyer or any of its Representatives or any inaccuracy therein or omission therefrom. 5. Destruction or Erasure of Evaluation Material. At any time upon the Company’s written request (including by email), Buyer agrees that Buyer and its Representatives shall promptly destroy or erase all Evaluation Material (including any Evaluation Material held electronically) in the possession or control of Buyer or any of its Representatives, and Buyer shall, if requested in writing (including by email) by the Company, certify such destruction or erasure to the Company; provided that (a) neither Buyer nor any of its Representatives shall be required to destroy or erase any electronic copy of any Evaluation Material that is created pursuant to such Person’s standard electronic backup and archival procedures if (x) personnel whose functions are not primarily information technology in nature do not have access to such retained copies and (y) personnel whose functions are primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their information technology duties (e.g., for purposes of system recovery) and [(b) Buyer and its Representatives may each retain (i) one copy of any Evaluation Material to the extent required to defend or maintain any litigation relating to this Agreement or the Evaluation Material, or to comply with its established document retention policies and (ii) such copies of the Evaluation Material to the extent required to comply with requirements of Applicable Law.]18 All such Evaluation Material retained in accordance with the foregoing proviso shall continue to be subject to Section 2 [for so long as any Evaluation Material is so retained].19 6. Communications Regarding the Transaction. Buyer agrees that all communications by it or any of its Representatives with the other Party concerning the Transaction and its due diligence investigation (including requests for additional Evaluation Material, meetings with management and site visits) shall be directed solely to [], except as may otherwise be approved in advance and in writing (including by email) by the Company. Buyer agrees that neither Buyer nor any of its Representatives will contact or communicate with any of the directors, officers, employees, customers, suppliers, distributors, licensees, licensors and clients of the Company<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, and other persons, including governmental agencies, having business relations with the Company, regarding the Company or the Transaction, in each case except to the extent such contacts and communications are (i) made in the ordinary course of business of Buyer or the applicable Representatives and are unrelated to the Transaction and the evaluation of the Transaction conducted by Buyer and its Representatives or (ii) approved in advance and in writing (including by email) by the Company.20 7. [No Solicitation or Hiring. Buyer agrees that, except with the prior written consent of the Company, it will not, and it will not permit any of its controlled Affiliates to, directly or indirectly, solicit for employment or hire any [employees/officers/senior management of the Company [first introduced to Buyer or any of its controlled Affiliates in connection with the evaluation of the Transaction][that first become known to Buyer or any of its controlled Affiliates in connection with Buyer’s evaluation of the 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|>MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into and made effective as of the later of the two signature dates below by and between (NAME OF COMPANY) (“XYZ” (ADDRESS OF COMPANY), and Tennessee Technological University, with its principal office at One William L. Jones Dr., Derryberry Hall 305, Cookeville, TN 38505 (“TTU”). WHEREAS, in connection with certain business discussions between XYZ and TTU, XYZ and TTU may disclose and reveal to each other, either orally, in writing or otherwise, certain materials, trade secrets, proprietary information and other confidential informatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n relating directly or indirectly to their respective products and businesses. NOW, THEREFORE, in consideration of the disclosure of Confidential Information (as defined below) by each party, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Disclosure of Confidential Information. (a) For purposes of this Agreement, “Conf<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>entiality of the INFORMATION and the protection of OWNER'S intellectual property rights. NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows: I. CONFIDENTIAL INFORMATION A. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties. B. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all of said INFORMATION, other than at the request of OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION. C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER. D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request. E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER. II. RESTRICTIONS A. Except for the express written consent of OWNER, RECIPIENT agrees: 1. Not to use or disclose to another person or entity any confidential information of OWNER; 2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and 3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER. B. RECIPIENT further agrees, at the request of OWNER: 1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and 2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER. III. INTELLECTUAL PROPERTY A. Title and Copyright Assignment 1. All products and results of RECIPIENT’S services rendered hereunder (the "Work") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER. 2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world. 3. If the Work is one to which the provisions of 17 U.S.C. § 106A apply, RECIPIENT hereby waives and appoints OWNER to assert on RECIPIENT’S behalf RECIPIENT’S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for OWNER'S purposes. 4. RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER may deem necessary to secure for OWNER or its designee the rights herein assigned. B. Patent Assignment 1. RECIPIENT may invent new, original, and ornamental or useful inventions in the course of or related to RECIPIENT’S business relationship with OWNER ("the Inventions"). 2. RECIPIENT hereby assigns and/or transfers to OWNER, its successors or assigns, the entire right, title, and interest in and to said Inventions, and <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ch Transaction and the status of any discussions or negotiations under this Agreement or in connection with any possible Transaction; "Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or (vii) is at the time of disclosure known to the Recipient or thereafter becomes generally available to the public, other than as a result of a disclosure by the Recipient or any of the Recipient's Representatives in breach of this Agreement. The foregoing exclusions do not apply to Confidential Information that is personal information. (c) "Definitive Agreement" means a binding definitive written agreement to consummate a Transaction; (d) "party" means a party to this Agreement and "parties" means all parties to this Agreement; (e) "Permitted Purpose" shall have the meaning set out in Recital C; (f) "Person" is to be broadly interpreted to include any individual, corporation, company, partnership or limited partnership, limited liability company, trust or other group or entity or organization (including any court, government or agency, commission, board or authority thereof, federal, state or local, domestic, foreign or multinational); (g) "Representatives" means, in respect of a party, such party’s agents, directors, officers, employees, representatives, consultants and advisers (including legal counsel); and (h) "Transaction" shall have the meaning set out in Recital B. 2. As a condition to receiving the Confidential Information, the Recipient agrees to treat confidentially, and not to disclose, and to cause the Recipient’s Representatives to treat confidentially and not disclose (except as permitted herein), any Confidential Information. 3. The Recipient hereby recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Company, if any of the Confidential Information is disclosed to any third party. Accordingly, the Recipient hereby agrees that the Confidential Information will be used solely for the Permitted Purpose and not any other purpose. 4. The Recipient may disclose Confidential Information only to the limited group of the Recipient's Representatives, who are actually engaged in and need to know the Confidential Information fo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r the Permitted Purpose, who have been informed of the confidential nature of the Confidential Information, and who agree to keep such information confidential and not use such Confidential Information for any purpose other than the Permitted Purpose. The Recipient shall ensure that each of the Recipient's Representatives will observe all terms and conditions of this Agreement. The Recipient further agrees that it shall be responsible for any breach of this Agreement by any of the Recipient's Representatives, and that the Recipient shall take all reasonable measures, including, without limitation, court proceedings, at the Recipient’s sole expense, to restrain the Recipient’s Representatives from making unauthorized disclosure or use of the Confidential Information. 5. The Confidential Information shall remain at all times the property of the Company. No rights to use, license, or otherwise exploit <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 practice which constitutes a commercial solicitation or advertisement of goods, services, or real estate to consumers. This Agreement may be terminated upon sixty days (60) written notice of the non-terminating party by the terminating party. This Agreement may be amended in a writing that is signed by each party’s authorized representative. The parties acknowledge and agree that the unauthorized use or disclosure of confidential information is punishable by imprisonment or fine or both under applicable state and federal laws specific to the data released. The parties have read and understand the above conditions and acknowledge that by their authorized representative’s signature below they agree to the terms and cond<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>itions above. Each party acknowledges that its authorized representative has the authority to execute this agreement its behalf. AUTHORIZED REPORTING ENTITY REPRESENTATIVE: Print Name Title Signature Date AUTHORIZED MDHHS REPRESENTATIVE: Print Name Title Signature Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the "Agreement"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation ("CompuCom"), and ENTEX Information Services, Inc., a Delaware corporation ("Seller"). RECITALS WHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the "Asset Purchase Agreement"); WHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows: ARTICLE I DEFINITIONS 1.1 For purposes of this Agreement, the following terms have the following meanings: (1) "Configuration" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term "Configuration" shall not include installation of a computer or related hardware at a customer site. (2) "Non-Competition Period" means the period commencing on May 12, 1999 and ending on May 11, 2000. (3) "Product" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell. (4) "Product Business" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term "Product Business" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration. (5) "Outsourcing and Professional Services" means (a) consulting, system migrations, project management, other services typically referred to as "high-end" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Ou<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tsourcing and Professional Services agreements. (6) "Service Accounts" means the customer accounts of Seller listed on Exhibits B and C hereto. (7) "Services" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term "Services" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers. (8) "Subsidiary," with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement. ARTICLE II AGREEMENT TO COOPERATE Subject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account. ARTICLE III AGREEMENT NOT TO COMPETE 3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to: (i) engage in the Product Business; (ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or (iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom 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 CompuCom or any Subsidiary of CompuCom. (b) Seller agrees that during the Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers. Notwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the 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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ting agreements and/or other organizational documents, capital structure information, ownership information, business plans, pricing information, employee information, marketing plans and procedures, strategies, forecasts, customer lists, supplier lists, product development plans, trade secrets, documents, files, data, notes, analyses, compilations, studies, specifications, technology, computer programs, designs, and other information, materials and rights of every nature whatsoever whether prepared or created by the Provider, the Reviewer or otherwise, together with such other information, data or materials, if any, already provided to the Reviewer or its Representatives (as defined below) by or on behalf of the Provider, directly or indirectly, in each case whether oral or written, whether or not confidential or proprietary status is indicated orally or in writing or in a context in which the Provider or its representatives reasonable communicated, or the Reviewer or its Representatives should reasonably have understood, that the information should be treated as confidential, whether or not the specific words "confidential" or "proprietary" are used, and all portions of all compilations, studies, notes, analyses and memoranda prepared in connection therewith or derived therefrom that contain or reflect such information, and all copies thereof. The fact that Confidential Information has been or will be exchanged pursuant to the terms of this Agreement and that discussions are occuring with respect to the purposes hereof (and the status of such discussions) also shall <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>be treated as "CONFIDENTIAL INFORMATION" under this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the following types of information and materials shall not constitute "Confidential Information" for purposes of this Agreement and neither Party shall have any obligations to the other Party hereunder with respect to any information or materials if, when or to the extent that such information or materials: (i) is or becomes generally available in the industry or to the public other than as a result of a breach of this Agreement by the Reviewer or its Representatives, (ii) was received by the Reviewer or its Representatives on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information on a non-confidential basis, or (iii) is required to be disclosed by law or by regulatory or judicial process, subject to compliance with Secton 3(c). 2. Purpose. Each Party agrees that its review and inspection of the Confidential Information shall be solely to determine whether the Parties desire to proceed with the Transaction. 3. Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 2 and shall be treated by the Reviewer and its Representatives as strictly confidential. The Reviewer further agrees not to disclose, directly or indirectly, any of the Confidential Information to any third party without the prior written consent of the Provider, other than to the following (collectively, the "REPRESENTATIVES"): (i) the Reviewer's directors, officer and employees (including those of its affiliates), and (ii) the Reviewer's attorneys, accountants and financial advisors; in each case only to those persons who have a need to know the Confidential Information for the purpose stated in Section 2. The Reviewer shall inform each of its Representatives prior to such Representative receiving any of the Confidential Information of the requirements of this Agreement, and the Reviewer shall be liable for any breach of this Agreement by its Representatives. (b) Neither party will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3(c) below), without the prior written consent of the other Party, disclose to any person the fact that the Confidential Information exists or has been made available, that the Parties are considering the Transaction or any other transaction involving the Parties, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof. (c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a cou<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ntity shall be entitled as a matter of right to an injunction 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. 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 ap<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ceiving Party’s Representatives are aware or, upon receipt of any Confidential Information or Discussion Information, will be advised by the Receiving Party) that (a) the Confidential Information being furnished to the Receiving Party or the Receiving Party’s Representatives contains material, non-public information regarding the Disclosing Party and (b) the United States and other non-U.S. securities laws prohibit any persons who have material, nonpublic information concerning the matters which are the subject of this Agreement, including the Discussion Information, from purchasing or selling securities of a company which may be a party to a transaction of the type contemplated by this Agreement or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Section 9. No Solicitation. In consideration of the Confidential Information being furnished hereunder, each Party agrees that, for a period of six months from the date of this Agreement, such Party will not, directly or indirectly, solicit for employment with such Party or any of its Affiliates, any of the officers or employees of the other Party or its Affiliates (a) with whom such Party has had contact during the evaluation of a Possible Transaction or (b) who were identified by name and function to such Party by an officer or employee of the other Party with whom such Party or its Representatives had contact during the evaluation of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> a Possible Transaction. For the avoidance of doubt, employees whose names are provided by the other Party in response to a request made by such Party or its Representatives during the evaluation of a Possible Transaction are covered by this non-solicitation obligation. Notwithstanding the foregoing, nothing herein shall restrict or preclude either Party from (i) making generalized searches for employees (by use of advertisements in the media, the engagement of search firms or otherwise), (ii) continuing its ordinary course hiring practices that are not targeted specifically at employees of the other Party, (iii) hiring an employee of the other Party who first initiates an employment discussion with such Party, in each case, so long as such Par<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> your Representatives are advised by counsel is required to be disclosed and to only those persons to whom you or your Representatives are advised by counsel are required to receive such information, and you or your Representatives shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material or Transaction Information, and (ii) you or your Representatives shall not be liable for such disclosure. 5. Communications and Requests. You agree that unless otherwise agreed to by the Company in writing, (a) all communications regarding the Possible Transaction, (b) requests for additional information regarding the Possible Transaction, (c) requests for facility tours or management meetings in connection with the Possible Transaction, and (d) discussions or questions regarding procedures, timing and terms of the Possible Transaction, will be submitted or directed exclusively to Andrew Weisenfeld ([email protected], 212-887-2102) of MTS Health Partners, L.P., the financial advisor to the Company or such other persons designated by the Company for such purpose. 6. Non-Solicit. You agree that, for a period of one year from the date of this letter agreement, neither you nor any of your Affiliates who are provided with Evaluation Material or become aware of your discussions regarding the Possible Transaction will, directly or indirectly, solicit for employment or employ (a) any individual serving as an executive officer of the Company, or (b) any employee of the Company or any of its subsidiaries with whom you have had substantial contact, or who is specifically identified to you (other than through a general roster of employees, general employee equity and compensation data or other employee data provided in due diligence that is general in nature), during your investigation of the Company and its business in connection with the Possible Transaction, in each case without obtaining the prior written consent of the Company; provided that you may (i) make general solicitations for employment not specifically directed at the Company or any of its subsidiaries or their respective employees and employ any person who responds to such solicitations, (ii) solicit and/or hire any person who contacts such party or its Affiliates on his or her own initiative without any initial direct or indirect solicitation or encouragement by such party or its Affiliates (other than as permitted by the preceding clause (i) and (iii) solicit and/or hire any person whose employment with the other party and its subsidiaries previously has been terminated for at least 90 days. 7. Standstill. You hereby acknowledge that, except as otherwise invited in writing by the Company’s Board of Directors or a Representative thereof or otherwise agreed in writing by the Company, for a period of one year from the date of this letter agreement (the “Standstill Period”), neither you nor any of your Affiliates who are provided with Evaluation Material will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase a substantial portion of the Company’s assets or businesses, or similar transactions involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of the Company (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of the Company’s outstanding capital stock or consolidated assets, is referred to as a “Business Combination”), (ii) propose or seek, whether alone or in concert with others, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) or consents to vote any voting <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>securities (including in derivative form) of the Company, (iii) nominate any person as a director of the Company, or (iv) propose any matter to be voted upon by the stockholders of the Company; (c) form, join or in any way participate in a third party “group” (as such term is used in the rules of the Securities and Exchange Commis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>its representatives; (c) is in the receiving party’s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party, (ii) gives the disclosing party a reasonable opportunity to respond to the Order, and (iii) limits disclosure to that portion of the Confidential Information required by the Order. 6. Upon the request of Casino, Receiving Party shall immediately return all Confidential Information received in written or tangible form, including all notes, copies, or media containing such<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Confidential Information. Alternatively, Casino may direct Receiving Party to destroy such Confidential Information, in which case Receiving Party shall confirm such destruction in writing within twenty (20) days thereafter. 7. Receiving Party shall not disclose any Confidential Information to any other person or entity other than as provided herein, without Casino’s prior written consent. Neither party nor any of its representatives shall contact, either directly or indirectly, any governmental official, lender or other third party (other than a representative as provided herein) to discuss the Project or the business or the assets of the other party, or a potential business transaction with or concerning the other party, without first obtaining the written consent of the other party. 8. Waiver of any provision of this Agreement must be made in writing. A waiver or breach of one provision of this Agreement does not constitute a waiver or acceptance of a breach of another provision of this Agreement. 9. Neither party shall assign this Agreement to any third party without the prior written consent of the other party. 10. This Agreement shall have a term of three (3) years. Receiving Party’s obligations in relation to technical and personally-identifiable inform<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 SECRECY AGREEMENT This AGREEMENT effective as of the 17th day of May, 1996, is between UCAR CARBON COMPANY INC., a Delaware corporation, having offices at 39 Old Ridgebury Road, Danbury, Connecticut O68l7 (hereinafter referred to as "UCAR CARBON"); and BALLARD POWER SYSTEMS INC., having an office at 9000 Glenlyon Parkway, Burnaby, B.C. Canada V5J 5J9 (hereinafter referred to as "BALLARD"). WHEREAS, UCAR CARBON possesses certain proprietary information (hereinafter UCAR CARBON Proprietary Information) relating to the manufacture of flexible graphite for use in fuel cells: WHEREAS, BALLARD possesses certain proprietary information (hereinafter BALLARD Proprietary Information) relating to fuel cells and components for fuel cells. WHEREAS, UCAR CARBON and BALLARD desire to exchange such proprietary information (hereinafter individually and collectively referred to as "Proprietary Information") for the purpose of UCAR CARBON supplying flexible graphite produced employing UCAR CARBON Proprietary Information to BALLARD under a separate purchase order. WHEREAS, each party is willing to disclose to the other party its Proprietary Information for the specific purposes of this Agreement under the following conditions: 1. During the term of this Agreement, the receiving party agrees to hold in confidence and not disclose to any person or persons, other than its emplo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>yees with a need to know, or use except for the purpose of this agreement, for a period of fifteen (15) years from the date of each disclosure, any and all Proprietary Information disclosed in writing and identified as Proprietary Information by the disclosing party. If Proprietary Information is disclosed orally or in other than written form, it must be identified as Proprietary Information at the time of disclosure and summarized in writing and identified as Proprietary Information by the disclosing party within thirty (30) days from the date of the disclosure. It is understood that the foregoing obligation of confidentiality does not apply to: a) information which at the time of disclosure is in the public domain; b) information which is published or otherwise becomes part of the public domain through no fault of the receiving party after the disclosure hereunder; c) information which the receiving party can demonstrate by reasonably convincing evidence is already known or in the possession of the receiving party at the time of disclosure hereunder; d) information that the receiving party can show was received by it after the time of the disclosure hereunder from a third party on a non-confidential basis who did not acquire such information directly or indirectly from the disclosing party under an obligation of confidence; or e) information that is developed by an employee of the receiving party independent of any such disclosure under this Agreement. 2. The receiving party agrees to use at least the same degree of care in maintaining the other par<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ges that the other party may: (a) explore opportunities similar to the Transaction with other companies that may be competitors of the acknowledging party; or (b) be involved in activities which are competitive with or complementary to the acknowledging party’s activities by internal development, acquisition, joint venture, and/or other means. Nothing agreed to herein shall prevent either party from such activities; provided, however, that any Confidential Information received under this Agreement may be used only for the purpose of this Transaction and in no event shall be provided to any of such companies. 9. Disclosure of any information under this Agreement shall not be construed as, directly or by implication, (a) granting any license under any United States or foreign patent, patent application or copyright, or any other intellectual property rights, (b) creating any agency or partnership relationship between the parties, or (c) granting the right to use either party’s name, trade names, trademarks, service marks, logos or designs for any purpose, without the other party’s prior written permission. 10. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information disclosed under this Agreement for the purpose of this Transaction. Neither party nor any of its respective Representatives nor its respective Representatives’ respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information or any other information disclosed under this Agreement and each party agrees that none of the foregoing will have any liability under this Agreement to the Receiving Party with respect to the Confidential Information or for any errors therein or omissions therefrom. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and that it will be entitled to rely solely on such representations and warranties as may be included in a Definitive Agreement (as defined below), subject to such limitations and restrictions as may be contained therein. The term “Definitive Agreement” means a written agreement with respect to the Transaction, when and as executed and delivered by all the parties thereto, binds the parties thereto to close the Transaction, subject only to such conditions to closing as may be negotiated between the parties, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid. 11. Each party agrees that for a period of two (2) years from the date of this Agreement, neither it nor any of its Representatives will, directly or indirectly, solicit for employment or employ any individual serving as an officer of the Disclosing Party or any employee of the Disclosing Party or any of its subsidiaries, in each case with whom the Receiving Party has had substantial contact during its investigation of the Disclosing Party and its business, in each case without obtaining the prior written consent of the Disclosing Party; provided that the Receiving Party may make general solicitations for employment not specifically directed at the Disclosing Party or any of its subsidiaries or their respective employees (including, without limitation, by a bona fide search firm) and solicit and employ (i) any person who responds to such general solicitations, and (ii) any person with whom the Receiving Party was discussing employment<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> prior to the date of this Agreement or with whom the Receiving Party initiates discussions regarding employment after such person is no longer an employee of the Disclosing Party or its subsidiaries. 12. Each party agrees that for a period of one (1) year from the date of this Agreement, unless invited or requested by the other party to do so, neither it nor any of its Representatives will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Disclosing Party’s assets or businesses, or similar transactions involving the Disclosing Party or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Disclosing Party; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Disclosing Party (collectively, a transaction specified in (a)(i), (a) (ii) and (b)(i) involving a majority of the Disclosing Party outstanding capital stock or consolidated assets, is referred to as a “Business Combination”), (ii) propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of the Disclosing Party, (iii) nominate any person as a director of the Disclosing Party, or (iv) propose any matter to be voted upon by the stockholders of the Disclosing Party; (c) directly or indirectly, form, join or in any way participate in a third party “group” (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any securities (including in derivative form) of the Disclosing Party or a Business Combination involving the Disclosing Party; (d) request the Disclosing Party (or any of its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (e) take any action that could reasonably be expected to require the Disclosing Party to make a public announcement regarding a pot<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d Persons and to no other person; and b) ensure that only the Agency Authorised Persons use, Disclose or copy (in hardcopy form or electronic form) the Proprietary Information to the extent strictly necessary for the Authorised Purpose and for no other purpose. 2.3 The obligations in this agreement shall not apply to Proprietary Information: a) which at the time of circulation has already entered the public domain or which after circulation enters the public domain (other than through a breach of this agreement); b) which at the time of circulation is already known by the receiving party (as evidenced in writing) and is not hindered by any obligation not to circulate; c) which is later acquired by the receiving party from another source and is not hindered by any obligation not to circulate; d) which is required to be circulated by law or order of a court of competent jurisdiction. 2.4<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Both, the Agency and the Contractor agree that all Proprietary Information shall remain the property of the owner and that any Intellectual Property Rights subsisting in and protecting the Proprietary Information are owned and licensed as set out in the Contract and nothing in this agreement shall grant, convey or transfer to the Contractor, an Authorised Person, Agency Authorised Person or any company, firm or person any right, title, licence or interest in such Proprietary Information. 3. Storage Both the Agency and the Contractor shall: a) keep all Proprietary Information supplied by the other party (and all results, information, data or documentation based thereon) separate from all other records at its usual place of business; b) not use, reproduce, transform, or store any of the Proprietary Information supplied by the other party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside its usual place of business; c) keep a written record of the physical and electronic location of all Proprietary Information used by Authorised Persons and Agency Authorised Persons, a record of when and how many copies are made and destroy copies which are unused; d) take every reasonable precaution and step to ensure that the Proprietary Information supplied by the other party is secure and protected from unauthorised access and use. 4. Further Assurances 4.1 At the request of the supplier of the Proprietary Information the receiving party shall immediately return all Proprietary Information which the receiving party (or an Authorised Person/Agency Authorised Person) has in its possession, custody or control including all materials (in hardcopy or electronic form) that incorporate any part of the Proprietary Information and, if required, destroy any copies of such Proprietary Information and materials and certify in writing that such destruction has been completed. 4.2 Both the Agency and the Contractor shall promptly inform the other party if it is aware that any Proprietary Information supplied by the other party may have been accessed, used, distributed, circulated, supplied or copied in breach of this agreement and shall provide any assistance the other party may reasonably require to investigate such unauthorised access, use, distribution, circulation or copying and prevent further such unauthorised activities. 5. Notices 5.1 Notification under this agreement should be sent to: Name Address Telephone Fax e-mail For the Agency For the Contractor 5.2 Notification sent under this agreement shall be deemed valid and effective when received by mail, fax or e-mail providing there is written confirmation of receipt. 6. Termination 6.1 The Agency may terminate this agreement at any time by notice in writing if; a) the Contractor becomes insolvent, ceases to carry out its business, has a receiver, liquidator, administrative receiver, administrator, trustee or other similar officer appointed over the whole or part of its assets or an order is made or a resolution passed for the winding up of the Contractor (save for a solvent winding up as part of a bona fide reconstruction or amalgamation); or b) the Contractor commits a breach of this agreement or of the Contract which is material and not 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 Information suppli<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d 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 req<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uest 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 may 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 for its expenses, including reasonable attorney's fees, incurred in connection with the enforcement of the provisions hereof relating to a breach of this Agreement by Valco or Brubaker. (b) No waiver or amendment to this Agreement shall be valid unless signed in writing by each of Valco, Brubaker and CMC. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, 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|> all proceedings and matters relating thereto. E. Exception. Contractor has listed below all unpatented, but potentially patentable, ideas and inventions conceived prior to our work for the Company (and which have not been assigned to a former employer) and which are, therefore, excluded from the scope of this Agreement: 1. None Noted; 2. ; 3. ; and 4. . IV. COPYRIGHTS. Contractor agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable subject matter which occur as a result of our work for the Company shall be the sole and exclusive property of the Company, and agree that such works comprise works made for hire. Contractor hereby assigns, and agree to assign, all right, title and interest in any and all copyrights, copyright registration and copyrightable subject matter which occur as a result of our work for the Company. Contractor hereby irrevocably appoints Company as our attorney-in-fact for the purpose of executing any and all documents and performing any and all other acts necessary to give effect and legality to the provisions of this paragraph and paragraph II.D above. V. NO UNFAIR COMPETITION. As consideration for entering into this Agreement with the Company, and the Company providing Contractor compensation for our services, Contractor agrees not to compete with the Company as follows: A. During The Time Contractor is Working for the Company. Contractor agrees that during the time Contractor is working for the Company, Contractor will not interfere with the business of the Company in any manner. Particularly, but without limitation, Contractor agrees to refrain from planning or organizing a competitive business during the time Contractor is working for the Company. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not have any proprietary interest in any competitive business except for an interest of less than five percent (5%) of the outstanding shares of a publicly-held corporation, meaning a corporation whose outstanding shares are owned by one hundred (100) or more shareholders. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not solicit customers of the Company for any purpose whatsoever. In addition, Contractor represents and warrant that Contractor does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies and / or individuals who have businesses or proposed businesses in any way involve products or servic<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>es which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company during the term of the Agreement. VII. GENERAL PROVISIONS. A. If any portion of this Agreement is found to be void or unenforceable, it shall be severed from this Agreement, leaving in force the remainder of this Agreement. B. This Agreement will be binding upon our heirs, assigns, executors, administrators or other legal representatives. C. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless contained in a single writing and signed by both the Company and Contractor. No course of conduct or manner of dealing with the parties shall constitute a waiver of any term or provision of this Agreement. D. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorney fees, expert witness fees and legal expenses as shall be fixed by a court of competent jurisdiction. Subject to the provision of paragraph IV(C), this Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the courts of said state, and Contractor hereby expressly submits to the jurisdiction of said courts. E. Nothing in this Agreement shall limit the remedies available to the Company. Specifically, and without limitation, wherever Contractor has agreed to execute assignment or other documents for the benefit of the Company, Contractor hereby irrevocably appoints the Company as our attorney-in-fact for the limited purpose of executing any and all such documents and performing any and all other acts necessary to give effect and legality to the provisions of this Agreement. F. Wherever necessary to carry out the intent of the parties, certain provisions of this Agreement, including, without limitation, Sections I; II; III.A, C, D; IV; V; VI; and VII shall survive the termination of our work for the Company and shall continue in full force and effect. G. Contractor acknowledges that this Agreement is in consideration of our work with the Company, whether executed before, at, or following our initial work therewith. Contractor further acknowledges that this Agreement does not create any obligation for our continued work with the Company. H. This Agreement contains the entire understanding between Contractor and the Company with respect to the subject matter hereof, and there are no representations, warranties, promises or undertakings other than those contained in the provisions above. INDEPENDENT CONTRACTOR: Date: (Signature) Thomas P. Meola, CPA Managing Member Tailor Made Business Solutions, PLLC Date: (Signature) Erik J. Cooper Chairman & CEO Capital Group Holdings, Inc.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 and entered into as of the last date written below, by and between and Carter Logistics, LLC. WHEREAS, it may be necessary for the transmission of information proprietary to one of the parties to the other party during cooperation between parties; and WHEREAS, the parties desire to protect said transmitted proprietary information while ensuring the free flow of information between the parties necessary for said cooperative effort: NOW, THEREFORE, it is mutually agreed as follows: 1. Proprietary information is any information transmitted from one party to the other with the exceptions: a. Information that is already known to the party receiving the information at the time the information is transmitted, or becomes known by the receiving party independently of the transmitting party through no wrongful act of said receiving party. b. Information that is explicitly approved for release by the party transmitting the information. c. Information disclosed in a product marketed by the party transmitting the information. d. Information that is known or available to the general public or becomes known or available to the general public through no wrongful act on the part of the receiving party. 2. The parties agree not to use the proprietary information to the detriment of the transmitting party. The parties also agree to maintain any such proprietary information received from the other party in confidence and agree not to disclose any such information to persons not having a need to know the information consistent with the purpose of this agreement until information is publicly disclosed by the party transmitting the information. 3. All materials transmitted from one party to the other and containing proprietary information shall remain the property of the transferor and shall be returned upon request, and receipt of such materials agrees not to reproduce said materials without written consent of the transferor of the materials. 4. Nothing herein shall be c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>onstrued as granting one party a license under any patents, copyrights, or trademarks owned or controlled by the other party. 5. The parties agree to inform all personnel receiving the proprietary information of the terms of this agreement. Carter Logistics, LLC. Carrier Signature Signature Printed Name Printed 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|>e discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to: (a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group; (b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and (c) any information or analysis derived from Confidential Information; but not including any information: (a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; (c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; (d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; (e) the Parties agree in writing is not confidential or may be disclosed; and/or (f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party. “Disclosing Party:” means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information. “Group”: means, in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company. “Holding Company” and “Subsidiary” mean a "holding company" and "subsidiary" of the Recipient or Disclosing Party respectively. “Purpose”: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to CP’s potential supply the Company of pultruded materials of designs that are proprietary to the Company . “Recipient”: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information. “Representative”: means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 In this Agreement, the following rules of interpretation apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a references to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ch statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (e) a reference to writing or written includes faxes; and (f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders 2. Obligations of Confidentiality 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the Recipient; (e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and (f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information. 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) it keeps a written record of these Representatives; and (d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so. 2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure. 2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.6 No Party sh<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nge Act of 1934) of more than 1% of any class of voting securities issued by TBI or any material assets of TBI or any securities or material assets of any subsidiary of TBI, (b) propose to enter into any merger or business combination involving TBI or any of its subsidiaries, (c) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) with respect to the securities of TBI, or advise or seek to influence any person or entity with respect to the voting of, or giving of consents with respect to, any securities of TBI or any of its subsidiaries, (d) seek or propose to influence or control (whether though a "group," as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934 or otherwise) the management, board of directors, policies or affairs of TBI or any of its subsidiaries, (e) to the extent doing so would require the public disclosure of such action by TBI, make any request to waive or amend any provision of this Section 5, (f) disclose any intention, plan or arrangement inconsistent with any of the foregoing or (g) encourage any third party to do any of the foregoing; provided, however, that this Section 5 shall terminate with respect to EnCana if a person or entity (other than EnCana or an affiliate of EnCana) acquires, enters an agreement to acquire, or publicly proposes to acquire, directly or indirectly, by merger or otherwise, more than 50% of the voting securities of TBI (i.e., those securities of TBI that are entitled to participate in the annual election of directors), or otherwise acquires, enters an agreement to acquire, or publicly proposes to acquire, the ability to control the management or policies of TBI. As used in this Section 5, the term "securities" shall mean any securities of TBI and any direct or indirect warrants, rights or options to acquire securities of TBI. 6. Procedure for Communications. It is understood that the parties will arrange for appropriate contacts for due diligence purposes. Unless otherwise agreed, all (i) communications regarding a possible Transaction, (ii) requests for information and (iii) discussions or questions regarding procedures, will be submitted or directed to the respective party's Chief Executive Officer, Chief Financial Officer or General Counsel. 7. Prohibition on Employee Hiring. Until the first anniversary of the date hereof, EnCana will not, nor will it permit any of its subsidiaries, directors, officers or employees to, directly or indirectly, solicit or hire the services, as employee, consultant or otherwise, of any employee of TBI or its subsidiaries with whom EnCana had contact in connection with its consideration of the Transaction or who beca<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>me known to EnCana specifically in connection with its consideration of the Transaction, except that this provision shall not prohibit the hiring of any such employee (i) who responds to any public advertising for employment without any other direct or indirect solicitation or (ii) whose employment by TBI or its subsidiary has been terminated prior to the commencement of discussions with such employee. 8. Securities Law. EnCana hereby acknowledges that it is aware, and that it has advised or will advise its Representatives who are informed as to the matters that arc the subject of this agreement, that the United States securities laws may prohibit any person who has material, nonpublic information concerning the matters that are the subject of this agreement from purchasing or selling securities of a company that may be a party to a transaction of the type contemplated by this agreement or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 9. Miscellaneous. (a) Unless and until a definitive agreement between the parties with respect to any Transaction has been executed and delivered, neither TBI nor EnCana will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this letter or any written or oral expression with respect to such a Transaction by any of its Representatives except for the matters specifically agreed to in this letter agreement. Each party further agrees that neither party shall have any obligation to authorize or pursue with the other party any Transaction. Each party acknowledges and agrees that each reserves the right, in its sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with the other at any time. (b) It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, the Recipient agrees that it will not, for a period of one (1) year after the date of this Agreement, directly or indirectly: 6.1 make any statement or proposal to the board of directors of any of the Company, any of the Company’s Representatives or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Exchange Act) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of any of the Company’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of the Company’s loans, debt securities, equity securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors or policies of any of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 6; 6.2 instigate, encourage or assist any third party (including forming a “group” within the meaning of Section 13(d)(3) of the Exchange Act with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause 6.1 above; 6.3 acquire (or offer, propose or agree to acquire), or solicit an offer to acquire, of record or beneficially, directly or indirectly, acting alone or in concert, by purchase or otherwise, any loans, debt securities, equity securities or assets of the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company’s loans, debt securities, equity securities or assets, except that Recipient may beneficially own up to 4.9% of the Company’s outstanding loans, debt securities and equity securities and may own an amount in excess of such percentage solely to the extent resulting exclusively from actions taken by the Company; 6.4 acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of the Company or any of its affiliates or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company or any of its affiliates, except for such assets as are then being offered for sale by the Company or any of its affiliates; 6.5 arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any voting securities of the Company or any securities convertible into or exchangeable or exercisable for any voting securities or assets of the Company, except for such assets as are then being offered for sale by the Company or any of its affiliates; or 6.6 take any action which would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding any of the actions set forth in clauses 6.1-6.3 above. 6.7 The foregoing restrictions shall not apply to any of the Recipient’s Rep<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>resentatives effecting or recommending transactions in securities (a) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner and (b) not at the direction or request of the Recipient. 6.8 Notwithstanding the foregoing provisions of this Section 6, the restrictions set forth in this Section 6 shall terminate and be of no further force and effect if the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of the Company<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 / CONFIDENTIALITY AGREEMENT This form was designed to be completed electronically. Use the tab key to move from field to field. This Non-Disclosure Agreement is entered into as of the day of 20 (“Effective Date”), between the Toronto Transit, having a place of business located 1900 Yonge Street, Toronto, Ontario, (hereinafter referred to “TTC”) and, having a place of business at (hereinafter referred to as “Company”). WHEREAS the TTC is issuing a Request for Proposals for the Provision of Armoured Car Services For a Five Year Term, Request for Proposal No. P27CB10251 (“RFP”), and the Company is interested on receiving a copy of the RFP in order to determine whether to submit a bid based on the RFP (“Purpose”). WHEREAS the Company requires certain Confidential Information from the TTC subject to the terms and conditions set forth below. CLAUSE 1. DEFINITIONS 1.1 In this Agreement, “Confidential Information” means all information, including, but not limited to; • Facility layout, office / room locations, and contents, • Facility design and construction materials used, • Physical facility security features, alarms and access control systems, • Any diagrams or drawings related to the facility or any of its systems, • Number of facility employees and staffing levels, • Personal information about Revenue Operations employees, • Information related to employee work schedules and driver routes, • Revenue processing equipment and processing operations, • Type and/or quantity of financial assets on-hand, • Type and/or quantity of financial assets collected or processed daily, • Time, frequency and amount of bank deposits, • General revenue information and statistical data, • Numbers and locations of surveillance cameras, • Information about Revenue Operations fleet vehicles & security features, • Information about ATA client <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>accounts, • Information about to Revenue Operations equipment & prototypes, • Any special security features of TTC fare media types, • Operating policies and procedures pertaining to the day-to-day activities of the Revenue Operations Department, whether disclosed in writing, orally, machine readable form, through personal observation(s), or third party word of mouth. Note: Use or possession of cell phones, cameras, audio or video recording devices is prohibited inside the Patten Building, without the prior written permission of the TTC’s Revenue Operations Loss Prevention Section. CLAUSE 2. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION 2.1 The Company shall: 2.1.1 Use the Confidential Information solely for the Purpose as set out above; 2.1.2 Hold the Confidential Information in conf<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives. 5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if available, will be accorded such Evaluation Material. 6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its possession or in the possession of any of its Representatives furnished by such Provider or any of its Representatives, and the Recipient will destroy all analyses, compilations, studies or other documents prepared by it or any of its Representatives or for their use containing or reflecting any Evaluation Material, whether in digital, written or other form. Any destruction required pursuant to this Paragraph 6 will be certified in writing to the Provider by an authorized officer supervising such destruction. 7. NON-DISCLOSURE. Without the prior written consent of the other Party, each Party will not, and will direct its Representatives not to, disclose to any person that any investigations, discussions or negotiations are taking place concerning a Possible Transaction, that such Party has requested or received Evaluation Material from the other Party, or any of t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he terms, conditions or other facts with respect to any Possible Transaction, including the status thereof. 8. NO SOLICITATION OF EMPLOYEES. Each Party covenants that for a period of two (2) years following the date of this Agreement, such Party will not, directly or indirectly, solicit for employment or hire any employee of the other Party or any of the other Party's subsidiaries with whom such Party has had contact or who became known to such Party in connection with its consideration of the Possible Transaction; provided, however, that the foregoing provision will not prevent a Party from employing any employee of the other Party who contacts the prospective employer Party on his or her own initiative without any direct or indirect solicitation by or encouragement from the prospective employer Party, or prevent a general solicitation conducted in the ordinary course of business and not directed specifically at the employees of the other Party. 9. ACCURACY OF MATERIALS. The Provider does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Materials provided or to be pr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (3) is or becomes publicly available without breach of the Agreement; or (4) Recipient rightfully receives f<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rom a third party without obligation of confidence; or (5) Discloser releases for disclosure by giving written consent; or (6) is required to be disclosed by court or regulatory rule or order. 3. Permissible Use. Recipient may use and disclose the Confidential Information among its internal information technology and management staff for its own internal business purposes. Either party may also disclose on the TTP mailing list Confidential Information previously received on the TTP mailing list or during TTP meetings. Micro Focus may post for use of the TTP program a list of the organizations and individuals that have signed a Micro Focus TTP Non-disclosure Agreement. 4. Obligation of Confidentiality. For a period of 3 years from the date of disclosure, Recipient agrees to use the same care and discretion as it uses with its own confidential information to avoid, except as expressly permitted in this Agreement, disclosure or publication of Discloser’s Confidential Information. At a minimum shall Recipient use reasonable care to protect Confidential Information. 5. Ownership. All Confidential Information remains the property of the Discloser and/or its licensors. 6. Freedom of Use. Recipient shall be free to use for any purposes Residuals resulting from access to or work with Discloser’s Confidential Information. However, the foregoing does not give Recipient the right to disclose the financial, statistical, or personnel information or the business plans of Discloser, and shall not be deemed to grant to either party a license under the other party’s copyrights or patents. The term "Residuals" means information which may be retained in non-tangible form by persons who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel. Except as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement. 7. Termination. This Agreement shall begin on the date it is executed and shall extend until that date which is six (6) months after the date on which Individual ceases to be a participant in TTP. Either party may terminate this Agreement for its convenience upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser’s request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. Upon Agreement termination, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms. 8. Disclaimer. All Confidential Information is provided AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the Confidential Information, that it will release any related product, or that target dates will be met. The entire risk arising out of the use of the Confidential Information remains with Recipient. Discloser may change or cancel its plans at any time. 9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF RECIPIENT'S USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION. 10. General. a. This Agreement shall be governed and construed in accordance with<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 to one another. 2. THE INFORMATION "Information" shall for the purpose of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, data in whatever form and information referred to in clause 1 (introduction) hereinabove communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another. 3. DISCLOSURE OF INFORMATION 3.1 The parties agree to disclose the information to one another. 3.2 The parties acknowledge that the information is a valuable, special and unique asset proprietary to the disclosing party. 3.3 The parties agree that they will not, during the course of their association with one another or, thereafter, disclose the information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement. 3.4 Notwithstanding anything to the contrary contained, in this agreement the parties agree that the information may be disclosed by the receiving party to its professional advisors, agents and consultants, for the purposes of evaluating the investigation and enter into an agreement as contemplated in clause 1 (introduction), providing that the receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the information to third parties. 3.5 The receiving party agrees: 3.5.1 not to utilise, employ, exploit or in any other manner whatsoever use the information disclosed pursuant to the provisions of this agreement for any purpose without the prior express written consent of the disclosing party. 3.5.2 that the unauthorised disclosure of the information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against any loss, action, claim, harm or damage, of whatever nature, suffered by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement, 4. TITLE All information disclosed by the disclosing party to the receiving party is acknowledged by the receiving party: 4.2 not to confer any rights of whatever nature in such information to the receiving party. 5. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION 5.1 The receiving party may disclose the information only to its officers, employees and professional advisors and then only on a strictly need-to-know basis. 5.2 The receiving party undertakes not to use the information for purpose other than: 5.2.1 that for which it is disclosed; and 5.2.2 in accordance with the provisions of this agreement. 6. STANDARD OF CARE The parties agree that they shall protect the information disclosed pursuant to the provisions of this agreement using the same standard of care that each party applies to its own proprietary, secret or confidential information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof. 7. RETURN OF INFORMATION 7.1 The disclosing party may at any time, request the receiving party to return any material containing, pertaining to or relating to information disclosed pursuant to the terms of this agr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eement and may, in addition request the receiving party to furnish a written statement to the effect that, upon such return, the receiving party has not retained in possession, or under its cont<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Between EBZ <Company> Bleicherstraße 7 88212 Ravensburg – herein referred to as PURCHASER – and (company name and address) – herein referred to as CONTRACTOR – I. The PURCHASER and the CONTRACTOR intend to cooperate. II. Within this cooperation, it is necessary that the PURCHASER makes available confidential documents, information, knowledge, samples and data to the CONTRACTOR. III. For the reasons mentioned above, the CONTRACTOR is obliged to treat all documents, information, knowledge, samples and data made available to him by the PURCHASER, or made known to him at the PURCHASER, on the occasion of the cooperation 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, in<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>formation, 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or throu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>gh the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreeme<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement (“Agreement”) dated this day of May, 2017, is by and between [Insert Respondent Name], a [Insert Entity Type] (“Respondent”) and the City of Anaheim, a municipal California corporation (“Anaheim”) (individually “Party” and collectively “Parties”). W I T N E S S E T H WHEREAS, the Parties hereto are engaged in discussions regarding Anaheim’s Request for Proposals dated May 1, 2017 (“RFP”) for the acquisition of Anaheim’s interests, liabilities, and obligations (3% nominal) in the San Onofre Nuclear Generating Station (SONGS) Units 2 and 3 (the “Purpose”); and WHEREAS, in the course of fulfilling the Purpose, the Parties may disclose to each other confidential and proprietary information, including but not limited to certain oral, written, electronic mail (e-mail), or computer information, documents, materials, models, analyses, and business plans concerning the types of information set forth in Anaheim’s RFP such as Anaheim’s residual operating, environmental, marine, and decommissioning liabilities, Anaheim’s decommissioning trust fund balance, and the nature of SONGS governance rights pursuant to operating, settlement, and decommissioning agreements and balance sheet and financial track record information as well as other information and materials; the Parties shall treat such c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>onfidential and proprietary information as confidential (“Confidential Information”) pursuant to the terms of this Agreement; and WHEREA<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 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 Agreement, shall not be liable, in negligence or otherwise, for any damage arising from or in connection with any use made by Petro- Lube of any Samples or any allegation that such use infringes any third party intellectual property rights or otherwise. 6.5) To the fullest extent permitted by applicable law, each Party shall be responsible for, and shall indemnify and hold harmless the other Party from all claims, losses, damages, reasonable costs (including legal costs), reasonable expenses and liabilities in respect of: 6.5.1) loss or damage to any property of either Party to this Agreement arising from or relating to the performance of the Agreement. 6.5.2) personal injury, including death or disease, to any person employed by either Party to this Agreement arising from or relating to the performance of this Agreement, even if any such injury, loss or damage arises out of any negligence, act or omission of either Party in the performance of this Agreement. 7) Miscellaneous 7.1) Nothing in this Agreement shall be construed as an obligation on either Party to enter into any further agreement of any kind or as granting any license under any patent or other intellectual property rights other than those specifically set out in this Agreement. 7.2) Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. 7.3) This Agreement shall come into force on the Effective Date. 7.4) The Evaluation and supply of Samples will commence as soon as is practicable after the Effective Date. This Agreement will last for one year from the Effective Date. The obligations under this agreement shall continue to remain in force for a period of five (5) years from the Effective Date. This Agreement may be terminated by either Party at any time by giving thirty (30) days prior written notification. This Agreement may be extended by mutual agreement and written consent of both Parties. 7.5) No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act of 1999 by any person who is not a Party to this Agreement. The consent of any third party shall not be required for the variation or termination of this Agreement, even if that variation or termination affects the benefit conferred on that third party. 7.6) This Agreement constitutes the whole agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, drafts, understandings, undertakings, representations or arrangements relating to the subject matter of this Agreement, except in the case of fraud. 7.7) No amendment, modification or waiver of any term of this Agreement shall be effective unless made in writing and signed by each of the Parties. 7.8) The existence, terms, and subject matter of this Agreement are confidential between the Parties and are not to be disclosed to any third parties. 7.9) If one or more provisions of this Agreement is or are declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceabi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lity of the remaining provisions contained in this Agreement will not be affected or impaired in any way. 8) Governing Law and Jurisdiction 8.1) This Agreement, and the relationship between (Your Company Name) and Petro-Lubricant Testing Laboratories, Inc. under this Agreement, shall in all respects be interpreted in accordance with and governed by the laws of the United States of America and the State of (Your State), and the Parties agree to submit to the exclusive jurisdiction of those courts in relation to any dispute arising out of or in connection with this Agreement (whether based in contract, tort (including negligence) or otherwise). As Witness Thereof, the Parties have caused the Agreement to be executed in duplicate original on the dates indicated below. For and on behalf of: (Your Company Name) Signature: Name: Title: Date: For and on behalf of: Petro-Lubricant Testing Laboratories, Inc. Signature: Name: Title: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>esentatives”) will use, for its own benefit (other than in connection with the Potential Transaction), or communicate or disclose (orally, in writing, or in any other manner) to any other person or entity any Confidential Information, or that the Company or any of its Representatives have received or otherwise been provided access to Confidential Information by any other party. The Company further agrees that it and its Representatives will not in any way cause or encourage another person to disclose ABRH’s Confidential Information to any person or entity or judicial or administrative agency or body for any reason whatsoever unless required to do so pursuant to legal process. The Company will only use ABRH’s Confidential Information for the transaction contemplated above and will only disclose ABRH’s Confidential Information to its Representatives who need to know such information and who are informed of the terms of this Agreement and are directed to keep such Confidential Information confidential. The Company will be responsible for any breach of the terms of this Agreement by its Representatives. The Company will not, without ABRH’s written consent, disclose or issue any news release, announcement, denial, or confirmation of this Agreement or any actual or potential business negotiation or relationship between the parties. The Company and its Representatives receiving Confidential Information from ABRH will protect ABRH’s Confidential Information from both unauthorized use and disclosure by exercising at least the same degree of care that is used for similar information of its own, but no less than reasonable care. (a) Exclusions. The term, “Confidential Information”, does not include, and the Company has no obligation to protect information which is (i) known to or acquired by the Company before disclosure under this Agreement; (ii) independently developed by the Company without relying on ABRH’s Confidential Information; (iii) or becomes part of the public domain (other than as a result of disclosure by the Company or its Representatives in violation of this Agreement) or lawfully obtained from a third party who is not, to the Company’s knowledge, under an obligation of confidentiality to ABRH with respect to such information; (iv) free of confidentiality restrictions by written agreement of ABRH; or (v) required to be disclosed by any law, government regulation, or judicial or other governmental order, provided that, if legally permissible, the Co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mpany provides reasonable advance written notice to ABRH to afford ABRH the opportunity to seek a protective order or waive compliance with the provisions of this Agreement. If the Company becomes legally obligated or receives a subpoena or other legal demand issued by a court of competent jurisdiction or governmental body to disclose any Confidential Information, it shall cooperate with ABRH in seeking a protective order or other appropriate remedy, and shall use reasonable efforts to protect the confidential and proprietary status of any disclosed Confidential Information. ABRH will reimburse the Company and its Representatives for reasonable out-of-pocket expenses incurred in connection with its compliance with the immediately preceding sentence. 4. Nature of Relationship. ABRH has no obligation to disclose any Confidential Information that it owns or possesses to the Company or its Representatives under this Agreement. Neither party has any obligation to enter into any transaction with the other. Furthermore, ABRH warrants that it has the right to disclose its own Confidential Information, but does not otherwise make any representation as to their accuracy or completeness. All Confidential Information of ABRH will remain the sole and exclusive property of ABRH. This Agreement grants no rights of ownership, licenses, or any other intellectual property right. Moreover, this Agreement does not create any agency, partnership, joint venture, or any other such relationship. 5. Return of Materials. Confidential Information may be reproduced by 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|>ed to the Restricted Party by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that: (i) is generally available to the public on the date of this Agreement; (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was available, or becomes available, to the Restricted Party from a source other than the Alliqu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>a Entities or its Representatives, provided that such source, to the Restricted Party’s actual knowledge after reasonable inquiry, was lawfully permitted to disclose such information; or (iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party’s obligations under this Agreement or otherwise owed to the Alliqua Entities or its Representatives. (b) “Restricted Business” shall mean the business of providing a skin substitute for chronic wound care. (c) “Restricted Period” shall mean a period commencing from the Effective Date until the two (2)-year anniversary of the Effective Date. 3. Acknowledgement. (a) This Agreement is entered into in connection with the transactions contemplated by the Contribution and Merger Agreement. The parties acknowledge that it would be detrimental to the Alliqua Entities if the Restricted Party were to compete with the Alliqua Entities any time during the Restricted Period or to solicit customers, clients, employees or contractors of the Company or Alliqua Entities at any time during the Restricted Period. (b) The Restricted Party recognizes that the covenants set forth herein are an essential part of the transactions contemplated by the Contribution and Merger Agreement and that but for the agreement of the Restricted Party to comply with such covenants, the Alliqua Entities would not enter into the Contribution and Merger Agreement. The Restricted Party acknowledges and agrees that the covenants set forth herein are necessary to protect the legitimate business interests of the Alliqua Entities acquired pursuant to the Contribution and Merger Agreement. In addition, the Restricted Party acknowledges that the consideration paid pursuant to the terms of the Contribution and Merger Agreement is paid in part as consideration for customer and client contacts, marketplace reputation and goodwill developed by the Restricted Party for the Company and the covenants set forth herein are necessary for the Alliqua Entities to receive the full benefit of the Contribution and Merger Agreement. (c) The Restricted Party hereby acknowledges the broad territorial scope of the covenants contained in this Agreement, but acknowledges and agrees that the restrictions are reasonable and enforceable in view of, among other things, (i) the narrow range of activities prohibited, (ii) the Company’s products and services are marketed on a wide geographic scope, (iii) the Confidential Information of the Company to which the Restricted Party had, has or will have access, (iv) the fact that a business that competes with Alliqua Entities could greatly benefit if it were to obtain the Confidential Information of the Company, (v) the Alliqua Entities acquisition of the Company Intellectual Property and goodwill of the Company pursuant to the transactions contemplated by the Contribution and Merger Agreement, (vi) the fact that the Restricted Party would have an unfair competitive advantage if the Restricted Party were allowed to engage in the competitive activities prohibited by this Agreement in light of the Confidential Information and/or goodwill that the Restricted Party has acquired, and (vii) the provisions of this Agreement are reasonable and necessary to protect and preserve the Alliqua Entities’ interests in and right to use and operate 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|>MUTUAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made by and between , a corporation organized under the laws of , hereinafter called "Vendor", and CVS Pharmacy, Inc., a Rhode Island corporation, and its subsidiaries and affiliates including Caremark Rx, L.L.C., hereinafter individually and collectively called the "CVS", effective as of the date set forth below. The parties agree as follows: 1.0 Project Defined Each party has requested or may be receiving from the other party information of a non-public nature for use by each party and its officers, directors, agents, employees, and representatives, including financial and legal advisers and, if either party is a partnership, its partners (collectively, "Representatives") in connection with consideration by the parties of a possible agreement, partnership, joint venture, consortium relationship, or other business relationship between the parties (the “Project”). 2.0 Confidential Information Defined The parties acknowledge that, in the course of their consideration of and any concurrent or subsequent discussions between CVS and Vendor or their representatives relating to the Project, each party may receive certain non-public and confidential information from or about the other party or its affiliates, including but not limited to technical, financial, and business information and models, names of potential customers or partners, proposed business deals, reports, plans, market projections, software programs, data, or any other confidential and proprietary information relating to the Project. All such technical, financial, or other business information thus supplied by either party to the other or the other's representatives is hereinafter called the "Information". The term "Information" as used herein also includes (i) the fact that the Information has been made available to or is being inspected or evaluated by the receiving party, (ii) the fact that such discussions or negotiations are taking place concerning the Project or other related transactions between CVS and Vendor, and (iii) any of the terms, conditions, or other facts with respect to the Project or other related transactions, including the status thereof. Any Information supplied by either party to the other prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Information made available after the execution of this Agreement. 3.0 Exclusions from Definition Except as provided in (i)-(iii) of 2.0 Confidential Information Defined, the term "Information" as used herein does not include any data or information which is already known to the receiving party at the time it is disclosed to the receiving party, or which before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality ru<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nning directly or indirectly to the other party hereto; (c) has been approved for release by a written authorization by the other party hereto; (d) has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure, or is required to be disclosed by operation of law; (e) is independently developed by the receiving party without use, directly or indirectly, of the Information received from the other party hereto; or (f) is furnished to a third party by the disclosing party hereunder without restrictions on the third party's right to disclose the information. 4.0 Nondisclosure Obligation Each party receiving any Information shall keep such Information confidential and shall not disclose such Information, in whole or in part, to any person other than its representatives who need to know such Information in connection with the receiving party's evaluation thereof and determination of business strategies, or other actions in connection with the Project (it being agreed and understood that such representatives shall be informed by the receiving party of the confidential nature of the Information and shall be required by the receiving party to agree to treat the Information confidentially), except with the prior written consent of the other party hereto or as otherwise permitted hereunder. Vendor is strictly prohibited from placing any CVS Information on portable computing/storage devices, which are not owned and secured by Vendor. Vendor will take all reasonable, necessary, and appropriate measures, including encryption, to ensure that CVS Information stored on Vendor owned and secured devices cannot be accessed by unauthorized/inappropriate individuals. Vendor further agrees to monitor networks, systems, and physical plant for violations of this Agreement and to take the appropriate technical and procedural actions to ensure that any CVS Information is completely removed fro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, INC. SIGNATURE: /s/ Craig Dynes NAME: CRAIG DYNES TITLE: VP/CFO DATE: January 30, 2002 NOVELL, INC. SIGNATURE: /s/ Bill Smith NAME: BILL SMITH TITLE: VP, MERGERS & ACQUISITIO<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>NS DATE: January 30, 2002<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he Receiving Party, generally known or available within the industry without restriction as to its use or disclosure, or is now or later enters the public domain through no act or omission on the part of the Receiving Party; (b) was acquired or known by the Receiving Party before receiving such information from the Disclosing Party as shown by the Receiving Party’s written records; (c) is hereafter rightfully furnished to the Receiving Party by a third party having a right to disclose it, without restriction as to use or disclosure; (d) is information that the Receiving Party can document was independently developed by or for the Receiving Party without reference to Confidential Information acquired from the Disclosing Party; (e) is required by a court or other governmental authority of competent jurisdiction to be disclosed by the Receiving Party, provided that (i) the Receiving Party shall have used reasonable efforts to give the Disclosing Party prompt notice of any required disclosure, and (ii) Receiving Party shall have informed the requesting authority of the confidential nature of the information and used reasonable efforts to obtain confidential treatment for the information required to be disclosed; or (f) is disclosed with the prior, written consent of the Disclosing Party specifically authorizing such disclosure by the Receiving Party. 6. Removal of Confidential Materials. Each Party agrees not to remove any materials or tangible items containing any of the other Party’s Confidential Information from the premises of the Disclosing Party without the Disclosing Party’s consent. Each Party agrees to comply with any and all terms and conditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>turned by a certain date, and that no copies of the removed materials or items are to be made without the consent of the Disclosing Party. 7. Return of Confidential Information. Upon the Dis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r handle any claims without prior consultation with and written approval from Company, unless a response is necessary to avoid compromising the rights of Company in such proceedings or with regard to such claims. 9. No Registration without Notice. Master Distributor agrees it will not, without the prior written consent of Company, directly or indirectly register, apply for registration, or attempt to acquire any legal protection for any of the Intellectual Property or the Products or any proprietary rights therein, or take any other action which may adversely affect Company's right, title, or interest in or to the Intellectual Property or the Products in any nation or state within the Territory. 10. No Challenges. Master Distributor shall not challenge, directly or indirectly, the right, title, and interest of Company in and to the Proprietary Information, Intellectual Property and Products, nor the validity or enforceability of Company's claimed rights therein under the laws of any nation or state within the Territory. 11. No Warranty of Intellectual Prop. Company expressly disclaims and makes no warranty, promise or representation that the Intellectual Property does not infringe upon the proprietary rights of third parties under the laws of the nations and states in the Territory. 12. Termination upon Breach. Master Distributor acknowledges that in the event of a breach by Master Distributor of its obligations under this Agreement or the Master Distributorship Agreement, Company may immediately terminate this Agreement and the Master Distribution Agreement without liability and may bring appropriate legal action to enjoin any breach of this Agreement, and shall be entitled to recover from Master Distributor legal fees and costs in addition to other a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ppropriate legal and equitable relief in any nation or state within the Territory. 13. No Recourse for Loss Caused by Intellectual Property. Master Distributor shall have no recourse against Company for any loss, liability, damages or costs which may at any time be suffered or incurred by Master Distributor by reason of, or in reliance upon, any of the Intellectual Property furnished hereunder by Company, or by reason of any suit or proceeding against Master Distributor on account of any Intellectual Property, or by reason of the defense of any such suit or proceeding, unless such loss, liability, damages or costs are caused by gross negligence or fraud of Company. 14. Covenants/Severability. Master Distributor recognizes <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>unauthorized disclosure or use of any and all of the INFORMATION. C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER. D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request. E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER. II. RESTRICTIONS A. Except for the express written consent of OWNER, RECIPIENT agrees: 1. Not to use or disclose to another person or entity any confidential information of OWNER; 2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and 3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER. B. RECIPIENT further agrees, at the request of OWNER: 1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and 2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER. III. INTELLECTUAL PROPERTY A. Title and Copyright Assignment 1. All products and results of RECIPIENT’S services rendered hereunder (the "Work") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER. 2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hroughout the world. 3. If the Work is one to which the provisions of 17 U.S.C. § 106A apply, RECIPIENT hereby waives and appoints OWNER to assert on RECIPIENT’S behalf RECIPIENT’S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for OWNER'S purposes. 4. RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER may deem necessary to secure for OWNER or its designee the rights herein assigned. B. Patent Assignment 1. RECIPIENT may invent new, original, and ornamental or useful inventions in the course of or related to RECIPIENT’S business relationship with OWNER ("the Inventions"). 2. RECIPIENT hereby assigns and/or transfers to OWNER, its successors or assigns, the entire right, title, and interest in and to said Inventions, and any patent and patent applications deriving there from for any such invention in the United States and throughout the world, including the right to file foreign applications directly in the name of OWNER and to claim fo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the “Company Representatives”) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party’s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party’s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect. 6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or i<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 confidentiality; (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, an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d 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 have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction against such breach, in addition to any other legal or equitable remedies available to it. 10. This Agreement is governed by the laws of Germany without regard to its rules on conflicts of law, and both parties consent to the venue and jurisdiction of its courts. Neither party may assign its rights or obligations under this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party. This Agreement is the entire agreement between the parties on nondisclosure of confidential information and supersedes all prior representations and agreements between the parties on that subject. Erlangen, DD/MM/YYYY <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Johns Hopkins University NON-DISCLOSURE AGREEMENT For Bilateral Disclosure This Agreement is effective this of in the year is by and between JHU and COMPANY, each defined below. JHU: The Johns Hopkins University Address: 100 N. Charles St., 5th Floor Baltimore, Maryland 21201 JHU Contact: COMPANY: Address: COMPANY Contact: WHEREAS, each party has certain technical information described below which shall hereinafter be referred to as "CONFIDENTIAL INFORMATION"; CONFIDENTIAL INFORMATION: WHEREAS, JHU and COMPANY are each interested in examining the CONFIDENTIAL INFORMATION of the other solely for the PURPOSE, defined below; PURPOSE: To explore licensing, collaborative or sponsored research agreement opportunities related to the CONFIDENTIAL INFORMATION. NOW, THEREFORE, in<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: ”PROVIDER” shall mean the party hereto disclosing CONFIDENTIAL INFORMATION to the RECIPIENT party. “RECIPIENT” shall mean the party receiving CONFIDENTIAL INFORMATION from the PROVIDER party. 1. PROVIDER, through its employee, the PROVIDER Contact, shall disclose CONFIDENTIAL INFORMATION to RECIPIENT, through its employee, the RECIPIENT Contact, to enable RECIPIENT to fully evaluate such disclosure solely for the PURPOSE. CONFIDENTIAL INFORMATION shall be indicated as confidential at the time of disclosure. 2. RECIPIENT agrees to accept the CONFIDENTIAL INFORMATION and to employ all reasonable efforts to maintain the CONFIDENTIAL INFORMATION as secret and confidential, such efforts to be no less than the degree of care employed by RECIPIENT to preserve and safeguard RECIPIENT's own confidential information. The CONFIDENTIAL INFORMATION shall not be disclosed or revealed to anyone except employees of RECIPIENT who have a need to know the CONFIDENTIAL INFORMATION for the PURPOSE and who agree to be bound by the terms of this Agreement. 3. It is hereby acknowledged by PROVIDER that RECIPIENT shall incur no liability merely for examining and considering the CONFIDENTIAL INFORMATION. However, RECIPIENT agrees that it will not use the CONFIDENTIAL INFORMATION for any purpose other than the PURPOSE without the prior written consent of PROVIDER. 4. RECIPIENT‘s obligations under Paragraphs 2 and 3 above shall not extend to any part of the CONFIDENTIAL INFORMATION: (a) that can be demonstrat<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ntractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and pla<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ce acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>en executed and delivered, and each Party hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Parties shall have entered into a final definitive agreement for a Possible Transaction. 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 und<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>er 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. 14. No Representations or Warranties: No Obligation to Disclose. The Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of the Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to the Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, the Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Party to provide, or to continue to provide, any information to any Person. 15. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 caused by or resulted from a previous disclosure by the receiving party not permitted by this Agreement. 5. Handling of Information and Materials. Confidential Information will not be reproduced in any form except as required to accomplish the Purpose of this Agreement. Any reproduction of any Confidential Information of the disclosing party will remain the property of the disclosing party and will contain and state any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the disclosing party. Upon termination or expiration of this Agreement, or upon written request of the disclosing party, each receiving party will promptly destroy (to the extent reasonably practicable in case of electronic files) or return to the other all documents and other tangible materials representing the disclosing par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty’s Confidential Information and all copies thereof. Notwithstanding the forgoing the receiving party may retain one copy of all Confidential Information in its legal department solely for archival and compliance purposes and its external advisors, if any, may keep one copy of their Confidential Information in accordance with the laws and professional standards applicable to them. 6. No Other Rights. The parties recognize and agree that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the disclosing party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Each receiving party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the disclosing party. 7. Standstill. Company hereby acknowledges that, unless otherwise agreed in writing by Spark, for a period of twelve (12) months from the date of this Agreement (the “Restricted Period”) none of Company, nor any of its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) who are provided with Confidential Information or become aware of Company’s discussions with Spark, will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of Spark’s assets or businesses, or similar transactions involving Spark or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to Spark; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of Spark (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of Spark’s outstanding voting securities or consolidated assets, is referred to as a “Business Combination”), (ii) propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of Spark, (iii) nominate any person as a director of Spark, or (iv) propose any matter to be voted upon by the stockholders of Spark; (c) directly or indirectly, f<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rs are parties to an Asset Purchase Agreement (the “Purchase Agreement”) dated as of April 1, 2004, pursuant to which Level 3 is purchasing from Sellers certain of Sellers’ assets (the “Acquired Assets”) used or held for use by Sellers in conducting the Sellers’ dial-up ISP business whereby the Company provides dial-up Internet access to Internet service providers and their customers, excluding the Company’s direct Internet access and primary rate interface businesses (the “Business”), as more fully described therein. Contemporaneous with this Agreement, Buyer and Sellers are closing and consummating the principal transactions contemplated by the Purchase Agreement. C. Sellers acknowledge that the Buyer would not enter into or close the Purchase Agreement without Sellers’ agreement to the terms and conditions of this Agreement, and the execution of this Agreement by Sellers is a condition precedent to the Buyer’s obligation to close under the Purchase Agreement. AGREEMENT NOW, THEREFORE, in consideration of the Buyer’s execution and delivery of the Purchase Agreement, the closing thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION 1.1 Non-Disclosure. Sellers shall not disclose or appropriate for their own use, or for the use of any third party, at any time, any trade secrets or confidential or proprietary information included in or related to the Acquired Assets or the Business as previously operated by Sellers, whether or not developed by Sellers including, without limitation, information pertaining to the customers, vendors, prices, profits, contract terms or operating procedures of Sellers relating to the Business or the Acquired Assets; provided, however, that Sellers may use any such trade secrets and confidential or proprietary information (a) if and to the extent used in their businesses other than the Business and (b) in connection with providing services pursuant to the Transition Services Agreement. 1.2 Non-Competition. For a period of three (3) years from and after the Effective Date (the “Restrictive Period”), Sellers shall not engage, directly or indirectly, through any other entity or with any person (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise), in any business activity which is in competition with the Business conducted by Buyer during the Restrictive Period. The foregoing restrictions shall, however, apply only for a one-year period from and after the Effective Date with respect to any successor of any Seller who is not engaged in the same type of business as the Business as of the Effective Date and shall not apply at all with respect to any successor, other than Sellers and any of their Affiliates as of the Effective Date, that is engaged in the same type of business as the Business. Because Sellers’ Busin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ess 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 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|>HAWKER PACIFIC AEROSPACE AGREEMENT FOR NON-USE AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION This Agreement is entered into as of February 28, 2002, by and between HAWKER PACIFIC AEROSPACE ("HPAC") and LUFTHANSA TECHNIK AG ("LHT"). 1. LHT agrees not to disclose, except to its employees and consultants with a need to know, and not to use, except for the purposes set forth herein, any information received from HPAC under this Agreement, whether or not it is oral, written or in any other medium and whether or not it is marked as Confidential or Proprietary, and all notes, copies, analyses, compilations, studies, or interpretations that utilize such information, or are prepared, based on, or derived from such information (collectively, the "Confidential Information"). The Confidential Information shall also include any information provided by HPAC to LHT in connection with the possible business combination being considered by the parties prior to the date of this Agreement. The Confidential Information shall be provided for the purposes of discussions on a possible business combination. 2. LHT agrees to prevent the unauthorized disclosure or use of Confidential Information received hereunder using the same degree of care employed to protect its ow<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n confidential information, but in no event less than a reasonable standard of care. 3. Nothing herein shall be construed to obligate HPAC to disclose any Confidential Information to LHT, or as granting a license to any Confidential Information disclosed. HPAC makes no representation or warranty regarding the completeness or accuracy of any Confidential Information disclosed. All Confidential Information provided by HPAC and any copies made thereof shall remain the sole property of HPAC and shall be returned or destroyed, at the option of HPAC, upon three (3) days' written notice to LHT. Return or destruction of the Confidential Information and any copies made thereof shall not relieve LHT of its obligations hereunder. 4. The above restrictions shall not apply to Confidential Information which (a) is in the public domain or is properly in the possession of the LHT without restriction at the time of receipt hereunder; (b) subsequently enters the public domain without breach hereof by LHT; (c) is lawfully received from a third party without restriction on disclosure; (d) is independently developed by LHT's personnel who have not had direct or indirect access to or knowledge of the Confidential Information; (e) is used or disclosed with the prior written approval of HPAC; and (f) is obligated to be produced under order of a court of competent jurisdiction (provided that the LHT gives adequate notice of such pending order to HPAC so that HPAC can seek a protective order or other appropriate remedy). If the above exclusions apply to only a portion of the Confidential Information, then only that portion shall be excluded from the restrictions contained herein. 5. This Agreement shall not be assigned by either party without the express written consent of the other party; however, either party may assign this Agreement to its respective successors in interest. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and may be modified only by a written amendment signed by both parties. LHT agrees to comply with all governmental regulations applicable to the Confidential Information, including federal and state securities laws and US Export Control Laws and Regulations. 6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations are not specifically enforced, and that no adequate legal remedy exists for breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive relief, in addition to any other remedies available. Reasonable attorney's fees and costs shall be awarde<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ecasts, markets, customers, suppliers, contracts, backlog, hardware and software systems, trade secrets and stock ownership and all materials prepared on the basis of any of the foregoing (collectively, "Confidential Information"). Now, therefore, the Parties hereto agree as follows: 1. One party hereto ("Owner") may disclose to the other party hereto ("Recipient") certain Confidential Information pursuant to this Agreement which Owner deems proprietary and confidential. The Parties agree that Recipient shall not use and shall prevent the disclosure of any information it receives from Owner that is marked PROPRIETARY AND CONFIDENTIAL, or similarly marked, or any other information (whether delivered in writing or verbally) which by its nature would be reasonably considered as confidential, to any other person, firm or corporation or delivered in connection with the evaluation of the Transaction, except as provided herein, and shall use the same degree of care to avoid disclosure of such information as Recipient employs with respect to its own Confidential Information of like importance. 2. Notwithstanding the provisions of Paragraph 1 above, the Parties may disclose the Confidential Information disclosed under this Agreement to their employees and/or agents, but only for the purpose of supplying the Party with sufficient information to enable the Party to evaluate the potential value of establishing a business and/or contractual relationship with each other. The Recipient will inform each of its employees, agents and affiliates (collectively, "Representatives") who will receive Confidential Information of the obligations under this Agreement and agrees to take all commercially reasonable measures to restrain its Representatives from taking any action that would constitute a breach of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of the terms of this Agreement by any of its Representatives. 3. The Parties hereto agree that information shall not be deemed Confidential Information, and Recipient shall have no obligation with respect to any such information which: (i) was generally known to the public prior to the disclosure under this Agreement; (ii) is already known to Recipient prior to October 27, 1999, as evidenced by the written electronically stored records of the Party dated prior to October 27, 1999; or (iii) is or becomes publicly known through no wrongful act of Recipient or any person to whom the Recipient discloses such information; or (iv) is received by a third party without breach of this Agreement or any other obligation to maintain the confidentiality of such information; (v) is independently developed by Recipient; or (vi) is approved for release by written authorization of Owner; or (vii) is disclosed pursuant to the lawful requirement or request of a governmental agency, or disclosure is required by operation of law. 4. Each of the Parties agrees, unless otherwise required by law, not to disclose to any other person the fact that the Confidential information has been made available to the other Party, that discussions or negotiations are taking place concerning the Transaction between the Parties, or any of the terms, conditions or other facts with respect thereto (including the status thereof). 5. All written data delivered by Owner to the Recipient pursuant to this Agreement shall be and remain the property of Owner, and all such written data, and all copies thereof, shall be promptly returned to Owner upon written request, or destroyed at Owner's option. 6. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto, their heirs, successors, and assigns. 7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressed, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement. 8. This Agre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ement shall be construed, interpreted, and enforced pursuant to the laws and judicial precedents of the State of California, without reference to principles of conflicts of law. 9. This Agreement may be amended only by a written instrument duly executed by each of the Parties. 10. The undersigned represent and warrant that they are authorized to enter this Agreement and to be bound by the terms of this Agreement. 11. Neither Party makes any representations or warranties as to the accuracy or completeness of the Confidential Information and neither Party shall have any liability to the other resulting from any use of the Confidential Information which is consistent with this Agreement. 12. Without impairing any other provision hereof, each Party hereto will promptly advise the other of any breaches of this Agreement. 13. Nothing in this Agreement shall impose any obligation upon the Parties hereto to consummate a Transaction or to enter into any discussion or negotiations with respect thereto. 14. This Agreement shall be effective from and after the date set forth below and shall terminate eighteen months thereafter. IN WITNESS WHEREOF, the Parties hereto agree that the effective date of this Agreement shall be June 20th, 2000. Tribune Company By: /s/ David D. Hiller Title: President, Tribune Interactive, Inc. Date: June 20, 2000 Knight-Ridder, Inc. By: /s/ Daniel J. Finnigan Title: Vice President Date: June 20, 2000 CareerBuilder, Inc. By: /s/ James A. Tholen Title: Senior Vice President and Chief Financial Officer Date: June 20, 2000<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>pient; 4. Confidentiality obligations 4.1 THE PARTIES may not disclose or communicate in any form or way data and information of a confidential nature to unauthorized subjects. 4.2 Such data and information will have to be used appropriately and adequately for the carrying out of the activities specifically envisaged by the PROJECT and contained in the contract mentioned in the Premises, in such a way that their confidential nature is not compromised and no damage is caused in any other way. 4.3 The information and data of a confidential nature may not be copied or reproduced, in all or in part, unless this is explicitly required by the carrying out of PROJECT activities. 4.4 The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the financing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, compliant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 4.5 The information and data of a confidential nature may be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to other PROJECT partners and/or third parties appointed to carry out analyses on them. In this case too, the forwarding will take place in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 5. Responsible persons 5.1 Each Party shall appoint within its organization a person responsible for the treatment of confidential information and data, who shall have all persons in charge of carrying out PROJECT activities sign a declaration, whereby they take it upon themselves to comply with confidentiality obligations as described and regulated in the present AGREEMENT. 5.2 The persons responsible for the abovementioned confidential data treatment are: - for ACRONYM OF THE <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. 6. Security measures The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein 6.1 THE PARTIES commit to adopt all security measures as necessary to protect data and information of a confidential nature and guarantee that their confidentiality is not compromised in any way. 6.2 The treatment of all sensitive and personal data shall be compliant to the relevant national legislation in place, particularly in relation to law…. 7. Intellectual property The present AGREEMENT does not grant either of THE PARTIES rights or authorization to claim a licence or any other right of use for patents, brands, models and/or industrial or intellectual property of any kind. 8. Duration Confidentiality obligations are intended to last from the signing of the present AGREEMENT up to five years after completion of the PROJECT, currently envisaged for March 16, 2015, except any further extensions of the validity period of this AGREEMENT to be agreed upon by THE PARTIES and before the aforementioned deadline. In case THE PARTIES decide to extend the validity period for a longer period of time or unlimitedly, confidentiality obligations are extended from the signing of the AGREEMENT for the entire duration as agreed upon, which shall be inserted in the AGREMENT. 9. Applicable law and settlement of controversies 9.1 The present AGREEMENT is regulated under …. …. Law. 9.2 In case of any controversy among THE PARTIES in relation to the execution and interpr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT This Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the "Agreement" is made this 6th of February, 1999 by and between High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the "Parties", shall include both disclosing party and informed party without prejudice. Whereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit. Now, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> reason whatsoever. a) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) known and/or available. b) For purposes of this Agreement, the term "associates" or "contacts" shall be defined as: in the case of a business entity its officers, directors, affiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent (5%) or more of the outstanding equity interest. c) The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each other's propriety knowledge and know-how, and will disclose such information only pursuant to the express written permission of the party who made such information available save where such information deemed to be in the public domain or under the order of a competent Court or Government Agency. d) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a "need to know" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party. e) It is understood and agreed that by reason of this "Agreement" the "Parties" that are involved during the course of business transactions may learn from one another, or from the principals the names, addresses, telephone numbers of lenders, agents, brokers, clients or others hereafter referred to as "Contracts" and or "Associates". f) It is understood and agreed that the "Contracts" of each party hereto are and shall be recognized as exclusive and valuable "Contracts" and that the parties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first provided the "Contract". 2. The Agreement is valid and effective for all purposes, business, communications, negotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the effective date hereof. 3. Each Party represents, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief. 4. In the event of circumvention by the "Parties" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons eng<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 is effective the [ ] day of [ ] 2019 (the “Effective Date”) between: (1) NSK Europe Limited, registered number 2223191 whose registered office is at Belmont Place, Belmont Road, Maidenhead, Berkshire SL6 6TB, UK, (“NSK”) and (2) [Supplier name], registered number [company reg. no. ] whose registered office is at [insert address] (“[Insert name]”) each party referred to as a “Party” and the parties jointly referred<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> to as the “Parties”. BACKGROUND A. The Parties intend to enter into discussions relating to the Purpose which will involve the exchange of Confidential Information between them. B. The Parties have agreed to comply with this Agreement in connection with the disclosure and use of Confidential Information. THE PARTIES AGREE AS FOLLOWS: 1. DEFINIT<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>obile Alliance shall be viewed as a Participant, provided that the Open Mobile Alliance’s use of Confidential Information shall be limited to the performance of its duties as set forth in this Section 4 of the Agreement. The Open Mobile Alliance’s duties under this Agreement will be planning, organizing, and administering the Events. In addition, the Open Mobile Alliance will aggregate and disseminate information in the form of enabler test reports and problem reports pursuant to the terms of the OMA Interoperability Policy and Process Document. 5. DISCLOSURE The Receiving Participant shall hold in confidence the Confidential Information, not disclose the Confidential Information except to Receiving Participant’s Representatives in accordance with this Agreement, and will exercise the same amount of diligence in preserving the secrecy of that information as the diligence used in preserving the secrecy of the Receiving Participant’s Confidential Information of like importance, but in no event less than reasonable diligence. 6. JOINT OWNERSHIP The Participants engaged in testing the interoperability of their respective products (“Test Objects”) will have joint and several ownership of the results of the interoperability testing insofar as they relate specifically to the interoperability of the Test Objects (the “Test Results”), information concerning which will constitute Confidential Information of the Participants. Notwithstanding the foregoing paragraph, each Participant will be the owner of any results of the interoperability testing insofar as they relate specifically to the performance of its own Test Object, regardless of the source, (“Individual Results”), information concerning which will constitute Confidential Information of that Participant and may not be disclosed or used by the other Participant other than as permitted for Confidential Information received under this Agreement. Subject to the foregoing paragraph, the Participa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nts will have joint and several ownership of any copyright in and to any test reports that describe the Test Results (the “Test Reports”). Without the prior written consent of the other Participants, no Participant may use or disclose the Test Results or the content of the Test Reports, in whole or in part, other than as permitted for Confidential Information received from the other Participant or as agreed between or among the testing Participants. The Participants will ensure that a suitable copyright and confidentiality notice is appended to each copy of any Test Report and, when applicable, a liability disclaimer. 7. LIABILITY AND LIMITATION OF LIABILITY The Receiving Participant shall be liable for: (i) any breach of this Agreement by the Receiving Participant, and (ii) any unauthori<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of the 1st day of April, 2003, by and between BELCAN CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New Jersey corporation ("ARC"). All initially capitalized terms not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (later defined). WHEREAS, the parties hereto are parties to a certain Stock Purchase Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant to which ARC agreed to sell to Belcan the Purchased Shares in the Company; WHEREAS, ARC will receive valuable consideration from Belcan for the sale of the Purchased Shares in the Company and will also receive the Note as additional consideration for its covenants contained herein; WHEREAS, ARC has had access to all material and otherwise confidential information relating to the Company; WHEREAS, the Company is engaged in the business of providing on-line training to professionals in the medical arena (the "Business"); WHEREAS, Belcan would not be willing to enter into the Purchase Agreement without the agreement of ARC to execute this Non-Competition and Non-Disclosure Agreement, and Belcan has expressly conditioned its obligations under the Purchase Agreement on the entering into of this Non-Competition and Non-Disclosure Agreement. NOW, THEREFORE, in pursuance of the above and in consideration of the terms and conditions contained herein and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Non-Disclosure of the Company's Confidential Information and Trade Secrets. ARC has learned trade secrets and confidential information of the Company, including, but not limited to, the software of the Company, marketing, price information, customer lists, identities of customer contact persons, lists of prospective customers, market research, sales systems, marketing programs, budgets, pricing strategy, identity and requirements of national accounts, methods of operating, other trade secrets and confidential information regarding customers and employees of the Company or its customers and other information about the Company's Business that is not readily known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know such information (collectively, the "Confidential Information"). ARC acknowledges that the Company has invested substantial sums in the development of its Confidential Information. ARC covenants and agrees that they will not, directly or indirectly, disclose or communicate to any person or entity any Confidential Information of the Company; except (i) in connection with the enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise required by law. This covenant has no geographical or territorial restriction or limitation and applies no matter where ARC may be located in the future. 2. Non-Solicitation Covenant. For a period of five (5) years from the date hereof, ARC, acting either directly or indirectly, through any other person, firm, or corporation, covenants <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>and agrees not to (i) induce or attempt to induce or influence any employee of the Company to terminate employment with the Company when the Company desires to retain that person's services; (ii) in any way interfere with the relationship between the Company and any employee of the Company; or (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company. 3. Non-Competiti<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 AGREEMENT This Confidentiality Agreement (this "Agreement"), is made this 6th day of March, 2000, by and between DUNC, LLC, a Delaware limited liability company (the "COMPANY") and NORTHWEST AIRLINES, INC., a Minnesota corporation ("INVESTOR"). Capitalized terms used and not defined herein shall have the meanings set forth in the LLC Agreement (as defined below). RECITALS WHEREAS, the Investor has entered into a Subscription Agreement of even date herewith pursuant to which it will its purchase membership interests in the Company and become a member of the Company; and WHEREAS, the Investor previously entered into that certain Limited Liability Company Agreement of the Company, dated as of February 9, 2000 (the LLC Agreement"), pursuant to which the Comp<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>any was formed with Investor as one of the Initial Members: WHEREAS, in connection with the conduct of the Company's operations, each of the Company and Investor (each a "Party" and, collectively, the "Parties") may disclose certain confidential and proprietary information regarding the conduct of each Party's respective business activities; and WHEREAS, the Parties desire to provide appropriate protection for the exchange of such confidential and proprietary information and to establish the terms under which such information shall be disclosed. NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby agree, as follows: 1. CONFIDENTIAL INFORMATION. Confidential Information shall mean: (a) any data or information that is supplied by either Party (which will be deemed to include, in the case of the Company, any data or information with respect to any Member of the Company supplied by the Company or such Member to the Investor in connection 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|>dlords, employees, suppliers or customers except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease of any business presented by Broker will be conducted exclusively through Broker. (d) Notto circumvent or interfere with Broker's contract with the Seller in any way, I/we understand that if I/we interfere with Broker's contract right to its fee from Seller, I/we may be personally liable to Broker for payment of the Seller's fee. We understand that should I/we become a manager or otherwise connect with any of the businesses shown or offered to me/us for<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> sale, or should I/we buy, trade, lease or exchange any of the businesses disclosed to me/us, then a fee will be due to Broker. I/we understand that if I/we make the purchase through Broker, I/we will not be liable for the fee to be paid by Seller to Broker. 2. That all information regarding businesses for sale is provided by the Seller or other sources and is not verified in any way by Broker. Broker has no knowledge of the accuracy of said information and makes no warranty, express or implied, as to the accuracy of such information. Understanding that I/we shall make an independent verification of said information prior to entering into an agreement to purchase any business. I/we agree that Broker is not responsible for the accuracy of any of the information I/we receive or fail to receive, and I/we agree to indemnify and hold Broker and its agent harmless from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to me/us with respect to any business I/we might purchase. 3. That should I/we enter into an agreement to purchase a business, I/we will provide a financial statement and a personal and business history, and I/we authorize the Seller to obtain through standard reporting agencies financial and credit information about me/us or the companies I/we represent. 4. That Broker is not an agent for me/us, butis an agent for the Seller and has a contract providing for a fee to be paid to Broker by Seller upon sale, trade, lease, or transfer of Seller's business or property. 5. I/we acknowledge that we will receive confidential information about the Seller's business, operations, customers, and employees and agree not to start a business similar to the sellers listed above and not to solicit or contact Seller's employees or customers for a period of three years from the date herein. In the event Buyer for whatever reason does not purchase the business, Buyer agrees to immediately return to Broker any and all materials related to Seller without retaining any copies. I/we acknowledge that I/we have received an exact copy of this Agreement and that I/we have read this Agreement carefully and fully understand it. Signature Date Broker Signature Company Name Print Name Print Name Street Address Street Address City, State, Zip City, State, Zip Signature Date Agent for BBG Broker Date Print Name Street Address City, State, Zip<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>LAST MAN STANDS INTERNATIONAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made on (Date) BETWEEN 1. Last Man Stands, (the "Disclosing Party"); and 2. , (the "Receiving Party"), Collectively referred to as the "Parties". RECITALS A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to Last Man Stands which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party. OPERATIVE PROVISIONS 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived there from to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement. For a period of eighteen months following the execution of this agreement to the Receiving Party shall not, directly or indirectly hire, solicit, or encourage to leave the Disclosing Party employment, any employee, contractor or player of the Disclosing Party or hire any such employee or contractor who has left the Disclosing Parties employment, contractual engagement or player within one year of such employment or engagement, the Receiving Party. For a period of three years following the execution of this agreement, the contractor shall not start up his/her own cricket related business using the customer lists, trade secrets, inventions, innovations, processes, information, records and specifications of the Disclosing Party and/or used by the Disclosing party in connection with the operation of its business including, without limitation, the Disclosing parties business and product processes, methods, accounts and procedures. 2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order. 3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate. 4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship. 5. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information. 6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. 7. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory. [Receiving Party] Signature Name and Tile: Address: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>n as to the accuracy or completeness of any of the Confidential Information or as to the reasonableness of any assumptions on which the information is based. The Disclosee agrees that the Sellers or Advisors shall not have any liability to the Disclosee or to any of their directors, employees, advisors or agents resulting from the use of Confidential Information. This Agreement 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 building, 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|> use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; b. make copies of th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential; c. take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own information) to safeguard every part of the Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement; and d. at the request and direction of the Disclosing Party, and without delay, return or destroy any Information provided to it pursuant to this Agreement and any copies of such Information, except that one copy may be kept by the Receiving Party for archival purposes and for the purpose of defending itself against any claims arising in connection with this Agreement. 3. The obligations set out in clause 2 shall not apply to Information that: a. the Receiving Party can prove (using written or electronic records), was lawfully known to the Receiving Party or in its possession prior to its communication by or at the direction of the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; or b. is or becomes a part of the public domain through no wrongful act of the Receiving Party or any person on its behalf, provided that this clause 3(b) shall only apply from the date that the relevant Information so enters the public domain; or c. the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that Information as a result of a breach of an obligation of confidence; or d. subject to clause 4, is required to be disclosed or made available by the Receiving Party pursuant to any applicable law, governmental regulation, or decision of any court or tribunal of competent jurisdiction or any government body, agency or regulatory body. 4. If a Receiving Party believes it is required by law to disclose any Information under clause 3(d) above, the Receiving Party shall (in each case and to the extent not prohibited in law): a. provide the Disclosing Party with prompt written notice of such requirement or obligation (together with a copy of any relevant access request, court order or other evidence giving rise to such belief) in advance of the required disclosure, to enable the Disclosing Party to seek appropriate protective relief and/or to take other steps to resist or narrow the scope of any required disclosure; b. where it is not permitted in law to notify the requirement for disclosure in advance of the required disclosure, notify the Disclosing Party as soon as reasonably practicable after the disclosure confirming the nature of and extent <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 such purpose, the parties may request that legal counsel to each party agree, in advance, to review certain information requests so as to comply with such standard. In addition, each party understands and agrees that review of competitively sensitive information, such as information concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, which has been determined to be reasonably necessary to evaluate a Transaction will be limited only to those senior executives of the receiving party and its Representatives who are involved in evaluating or negotiating a Transaction or approving the value of a Transaction. If Evaluation Material includes software in object code form, the receiving party shall not, and shall not permit any other party to, reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof. (3) Non-Disclosure and Use of Evaluation Material. Each party agrees that it shall (and it shall cause its Representatives to) use the Evaluation Material solely for the purpose of evaluating a Transaction and for no other purpose, and that the receiving party shall (and shall cause its Representatives to) keep the Evaluation Ma<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>terial confidential and not disclose any Evaluation Material to any third party; provided, however, that the receiving party may disclose any Evaluation Material (x) if the disclosing party gives its prior express written consent to such disclosure, or (y) to its Representatives who are actively or directly participating in its evaluation of a Transaction or who otherwise need to know such information for the sole purpose of evaluating a Transaction (and the receiving party shall take appropriate measures to ensure that its Representatives comply with the terms of this Agreement). (4) Required Disclosure. In the event that a party or any of its Representatives are requested pursuant to, or required by, applicable law, regulation (including, without limitation, any rule or regulation of any national securities exchange or stock market on which any of the receiving party’s securities are listed or quoted) or legal process to disclose any of the Evaluation Material, the party requested or required to make the disclosure shall, unless legally prohibited from doing so, provide the other party with prompt notice of such request or requirement in order to enable the other party to (i) seek an appropriate protective order or other remedy, (ii) consult with the party requested or required to make the disclosure and its Representatives with respect to taking steps to resist or narrow the scope of such request or legal process (and such party shall reasonably cooperate with the other party in this respect and, if such cooperation is material, at the other party’s sole expense), or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, upon the advice of outside counsel, legally compelled to disclose any Evaluation Material, the party requested or required to make the disclosure or any of its Representatives may disclose only that portion of the Evaluation Material which is legally required to be disclosed based on the advice of outside counsel, provided that the party requested or required to make the disclosure uses reasonable efforts to preserve the confidentiality of 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|>EXHIBIT D FORM OF CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), made effective as of the day of , 199 , by and between Sprint Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), whose address is 4717 Grand Avenue, 5th Floor, Kansas City, Missouri 64112, and , a , whose address is , is to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other pursuant to or in connection with the transactions contemplated by, the Credit Agreement dated as of October 2, 1996 (the "Credit Agreement"), by and among Spring Spectrum, the lenders named therein and Northern Telecom Inc., as agent. NOW, THEREFORE, in reliance upon and in consideration of the following undertakings, the parties, for themselves, or for any corporation, partnership, association, joint stock company, limited liability company, limited liability partnership, or trust directly or indirectly controlling, controlled by or under common control of such party, or a more than 50% owned subsidiary of such party (its "Affiliates"), agree as follows: 1. Scope. For purposes of this Agreement, the "Proprietary Information" of a party disclosing information (the "Discloser") means any and all information, including, without limitation, all oral, written, graphical, and electronic information disclosed to the party receiving the information (the "Recipient") pursuant to, or in connection with the transactions contemplated by, the Credit Agreement, whether delivered to the Recipient directly by the Discloser or indirectly through an agent of the Discloser or Recipient. 2. Limitation. The term "Proprietary Information" does not include information which: (a) has been or may in the futu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>re be published or is now or may in the future be otherwise in the public domain through no fault of the Recipient; (b) prior to disclosure pursuant to this Agreement is properly within the legitimate possession of the Recipient; (c) subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure; (d) is independently developed by the Recipient through parties who<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement 2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any af<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>filiate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order. 3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate. 4. The Receiving Party understands that nothin<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>l” at the time of disclosure; (2) any information disclosed orally or visually to Receiving Party, provided that such information is orally identified as “Confidential” or “Proprietary” prior to or at the time of its disclosure, (3) any information derived or extracted from information provided to Receiving Party that Receiving Party reasonably should conclude was intended to be confidential, or (4) any information that is considered a trade secret and not expressly released to Receiving Party by Disclosing Party. (c) “Disclosing Party” means the party disclosing the Confidential Infor-mation. (d) “Receiving Party” means the party receiving the Confidential Infor-mation. (e) “Purpose” means (1) discussing, assessing or evaluating a party’s interest in establishing or furthering a current or future business relationship between the parties; and (2) to the extent this Agreement is incorporated by reference into any other agree-ment between the parties, achieving the objectives of that agreement. 2. Use of Confidential Information. (a) Receiving Party agrees that it will only use Disclosing Party's Confidential Information to the extent necessary for the Purpose. (b) Except as provided in this Agreement, Receiving Party shall not intention-ally disclose to any other person, firm or corporation or use for its own benefit any Confi-dential Information it receives from Disclosing Party. (c) Receiving Party may disclose the Confidential Information to the employ-ees, officers, directors, and Affiliates of Receiving Party who need to know such Confi-dential Information in connection with the Purpose and who receive such information subject to the same or comparable restrictions as are contained in this Agreement as evi-denced by a signed non-disclosure agreement or equivalent . Disclosure of the Confiden-tial Information to outside agents and affiliates other than Receiving Party must be agreed upon by the Disclosing Party in writing.. (d) Each party shall use at least the same degree of care, but in no event less than reasonable care, to avoid inadvertent disclosure or unpermitted use of the other par-ty's Confidential Information which it employs with respect to its own proprietary or con-fidential information of a similar nature which it does not wish to have disseminated, published or disclosed. (e) This Agreement shall not be construed to bind or impose obligations upon any other division, subsidiaries or business units of Receiving Party or its Affiliates, ex-cept for any such divisions, subsidiaries, business units or Affiliates that have access to the Confidential Information in accordance with the terms of this Agreement. 3. Inapplicability of Restrictions. There shall be no restrictions under this Agree-ment with respect to any portion of the Confidential Information which: (a) is known to Receiving Party or its Affiliates at the time of its disclosure without breach of this Agreement. (b) is or becomes publicly known through no wrongful act of Receiving Party or its Affiliates. (d) is independently developed by Receiving Party without breach of the re-strictions contained in this Agreement. (e) is furnished to any third party by Disclosing Party without a similar re-striction on the third party’s rights. (f) is approved for release by Disclosing Party. (g) is requested or required to be disclosed by court order, government age<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ncy action or other legal process. In such event, Receiving Party shall, to the extent permissi-ble under applicable law, notify Disclosing Party of any such request in sufficient time to enable Disclosing Party to contest or prevent such disclosure or seek entry of a an appro-priate protective order. Receiving Party shall cooperate with the Disclosing Party, at Dis-closing Party’s expense, in seeking to protect the Confidential Information. 4. Ownership. All Confidential Information disclosed pursuant to this Agreement is and shall remain the property of Disclosing Party. Receiving Party shall not alter or remove any confidentiality or proprietary marking on the Confidential Information and, subject to the forego-ing, may make such limited number of copies of Disclosing Party's Confidential Information to the extent necessary to achieve the Purpose. Within 15 days of written request from Disclosing Party, Receiving Party shall promptly return Disclosing Party’s Confidential Information and all copies thereof to Disclosing Party or destroy Disclosing Party’s Confidential Information, in-cluding all copies thereof, purge its computer systems of such Confidential Information and cer-tify such destruction in writing signed by a duly authorized representative. Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file for archival purposes. 5. No License or Other Rights. No license or other rights under any patent, copy-right, trademark or trade secret are granted or implied by this Agreement. Neither this Agree-ment nor the disclosure or receipt of Confidential Information shall be construed to create any obligation of a party to enter into any agreement or relationship with the other party or to pur-chase from or provide to the other party any service or product. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. 6. Notices. Whenever under the terms of or in connection with this Agreement any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by facsimile, by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt re-quested, and with all postage prepaid, addressed as follows: If to Company, to: LiION LLC 120 Prairie Lake Rd East Dundee, IL 60118 Attention: Gary Gray If to Vendor, to: Attention: Either party may change the person to whom notices shall be sent or its notice address by notice given in accordance with this section. Notice shall be deemed received on the date of receipt or the date on which receipt is refused. In the event notice is given by facsimile, a copy of such fac-simile shall be sent to the recipient thereof in accordance with the provisions <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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. 6. Termination of Negotiations. 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 a written notice of termination of negotiations. In that case, or at any time upon the request of either Disclosing Party for any reason, each Receiving Party will promptly deliver to the Disclosing Party or destroy all written Evaluation Material (and all copies thereof and extracts therefrom) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party pursuant hereto and such destruction shall be certified in writing by an authorized officer supervising such destruction. In the event of such a decision or request, all other Evaluation Material prepared by the requesting party shall be destroyed, no copy thereof shall be retained and such destruction shall be certified in writing by an authorized officer supervising such destruction, and in no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, upon any termination of negotiations, each party and its Representatives will continue to be bound by its obligations of confidentiality and all other obligations h<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ereunder. 7. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 8. Definitive Agreements. Each party understands and agrees that 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. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term "definitive agreement" does not include an executed letter of intent, term sheet or any other preliminary written agreement. 9. Non-Solicitation. BBY agrees that for a period of fifteen (15) months from the date hereof (the "Restricted Period"), without the prior written consent of the Company, neither its officers, any other employee of BBY authorized to recruit employees <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>£1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and 2.1.3 create and maintain the best industry standards of security (including any reasonable arrangements specified by the Disclosers from time to time and the most secure arrangements that the Recipient maintains for its own trade secrets) in order to ensure that the Confidential Information is secure from unauthorised access, and shall inform immediately the Disclosers if the Recipient becomes aware of any apparent unauthorised access. 2.2 To the extent determined from time to time by the Disclosers, each of those of the Disclosers’ Group Members, if any, whose information is contained in the Confidential Information disclosed to the Recipient under this Agreement shall be entitled to enforce the rights expressed in favour of the Disclosers under this Agreement in respect only of that Confidential Information belonging to it as if such rights were expressed to be in its favour. 2.3 None of the Disclosers, its Group Members, and its or their directors, officers, agents, employees, consultants, subcontractors, or advisers makes any representation or warranty concerning the accuracy, efficacy, completeness or capabilities of the Confidential Information disclosed by it (or of any materials or media by which it is supplied), except to the extent, if any, expressly agreed by the Disclosers in writing. No representation or warranty is made that the Confidential Information shall remain unchanged. There is no obligation on the part of the Disclosers to update or correct any inaccuracies in any Confidential Information. Any projected results or management accounts which <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>may be contained in the Confidential Information are for indicative purposes only and are not warranted for accuracy or completeness. The Recipient must make its own independent assessment of the Confidential Information and the Purpose and rely on its own judgment in reaching any conclusion or decision. 2.4 There is no representation, warranty or undertaking by the Disclosers to continue to disclose any Confidential Information or continue negotiations or enter into a further agreement in relation to the Purpose or the Confidential Information, which agreement can only be subject to a formal written agreement being agreed and signed by the parties. 2.5 The Recipient’s confidentiality obligations under this Agreement shall survive and subsist indefinitely in relation to any Confidential Information (notwithstanding the prior termination or expiry of this Agreement). 3 Authorised disclosures 3.1 The Recipient may disclose any of the Confidential Information to any of its Authorised Persons, provided that it informs them beforehand of the duties of confidence under this Agreement, ensures that they undertake to the Recipient to comply with the same duties of confidence, keeps a written account of each of the disclosures, advises the Disclosers immediately it becomes aware of any breach by an Authorised Person, and gives upon any request by the Disclosers evidence of compliance with this clause. 3.2 The Recipient further undertakes to procure that all Authorised Persons to whom it discloses the Confidential Information shall comply with the confidentiality obligations under this Agreement and, if required by the Disclosers, to procure that they enter into a confidentiality agreement directly with the Disclosers in reasonably similar terms as those set out under this Agreement. 4 Excluded information 4.1 The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. The Recipient shall use its best endeavours to resist any requirement for disclosure and to assist the Disclosers in resisting that requirement. 5 Intellectual Property Rights The Recipient acknowledges that ownership of the Confidential Information including all Intellectual Property Rights in the Confidential Information remains vested in and shall vest in the Disclosers and its licensors, and that no licence or right is granted other than to the extent expressly set out in this Agreement. 6 Indemnity The Recipient shall indemnify the Disclosers from and against all and any losses, damages (including any consequential, direct, indirect, special, incidental or punitive damages or loss or any other form of economic loss), liability, costs (including legal fees), expenses, claims (including any settlements of claims before or after issue of proceedings), actions, proceedings, judgment sums (including sums arising from consent orders or judgments) fines and penalties, however arising out of, or in connection with, the breach of this Agreement or the unauthorised disclosure or Use of any of the Confidential Information by the Recipient or by any of its Authoris<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>relying on Lending Agent to have performed any review of the Information for accuracy or completeness. 7. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Borrower and Lending Agent hereby hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. This Agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement may not be amended except by a writing signed by both parties hereto. 8. This Agreement shall be effective as of the date set forth above. The obligations hereunder shall expire upon the earlier to occur of (a) years from the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> termination date of the last loan of securities outstanding under the Borrowing Agreement or (b) the date upon which the Information ceases to be confidential as set forth above. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written. [BORROWER] [LENDING AGENT] By: By: Name: Name: Title: Title: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MODEL NON-DISCLOSURE AGREEMENT (Between CERT-In empanelled Auditor & Auditee) THIS NON-DISCLOSURE AGREEMENT is made on this …….. day (date) of ………… (Year) By and between # In case of Central Government Ministry/ Departments #/State Government Departments President of India/Governor of (name of state) acting through ……………………………. (Name, Designation) of …………………….. (Name of Ministry/ Department) address …………………… hereinafter referred to as “Auditee”which expression shall unless repugnant to the context or meaning thereof ,include its successors and assigns)of the first part. # In case of Autonomous Societies/ Not-for-profit companies/ Public sector Undertakings/Private sector ……………………………. (Name of Company/ Society) incorporated /registered under the Companies Act,1956/2013/ the societies registration Act,1860 having its registered/corporate office at …………………… (hereinafter referred to as “Auditee” which expression shall unless repugnant to the context or meaning thereof, includes its successors, administrators and permitted assigns) of the first part . And Name incorporated/registered under the….….. Name of the Act having its registered/corporate office at ………………(herein referred to as “Auditor” which expression shall unless repugnant to the context or meaning thereof ,includes its seccessors,assigns,administrators,liquidators and recievers)of the second part WHEREAS A.Auditor is a services organization empanelled by the Indian Computer Emergency Response Team (hereinafter CERT-IN) under Department of Electronics & IT, for auditing, including vulnerability assessment and penetration testing of computer systems , networks, computer resources & applications of various agencies or departments of the Government, critical infrastructure organizations and those in other sectors of Indian economy vide communication No…………dated……. B.Auditor as an empanelled Information Security Auditing organization has agreed to fully comply the “Guidelines for CERT-In Empanelled Information Security Auditing Organizations , Terms & conditions of empanelment and Policy guidelines for handling audit related data” while conducting audits. C.Auditee is also aware of the aforesaid Guidelines along with guidelines for Aud<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>itee Organizations published by CERT-In. D.Both Auditor and Auditee have given their irrevocable consent to fully comply the aforesaid Guidelines and any amendments thereof without any reservations. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the parties agree as follows: 1. Definitions. : (a) The term “Confidential Information” shall include, without limitation, all information and materials, furnished by either Party to the other in connection with Auditee products and services including information transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, business or marketing plans, licensed document know-how, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to Auditee products and services. Results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee’s products and/or services, IT infrastructure, etc. shall also be considered Confidential Information. (b) The term “Auditee products” shall include all such products, goods, services, deliverables, which are subject to audit by the empanelled auditor under the Agreement. 2 Protection of Confidential Information. With respect to any Confidential Information disclosed to it or to which it has access, Auditor affirms that it shall: (a) Use the Confidential Information as necessary only in connection with scope of audit and in accordance with the terms and conditions contained herein; (b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with the Confidential Information that the parties take to pr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>l of Disclosing Party, use for Receiving Party's own benefit, publish, copy, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or electronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. 5. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 6. Non-Circumvention. The Receiving Party expressly agrees not to circumvent, avoid, bypass or obviate the Disclosing Party in any manner, directly or indirectly, to avoid payment of fees, royalties, or any other obligation in any way involving any of the parties introduced and Confidential Information disclosed pursuant to this Agreement, or any transactio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n contemplated hereunder or other business arrangement arising out of or connected in any way to the Confidential Information. 7. Return of Confidential Information. Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the evaluation of entering into the transaction or other business arrangement or upon the specific request of the Disclosing Party. 8. Independent Contractors. Each party is an independent contractor with respect to the other, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, franchisee-franchisor, partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized herein. 9. Integration. The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties concerning subject matter hereof and this Agreement supersedes all previous communications, proposals, representations and agreements, whether oral or written, relating thereto, among these parties. This Agreement may not be amended except in a writing signed by both Parties. 10. Severability. Should any provisions at this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and shall continue to be in effect. 11. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 12. Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement thro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 made this day of , 20 (hereinafter referred to as "NDA"): BETWEEN UNIVERSITI SAINS MALAYSIA ("USM"), particulars of whom is as set out in Appendix I hereto, of the first part; AND ABC ("ABC"), particulars of whom is as set out in Appendix II hereto of the second part. (USM and ABC shall hereinafter be collectively referred to as "Parties" and individually as "Party", where the context so requires). WHEREAS: The Parties are entering into this NDA in contemplation of exploring mutual business opportunities and/or joint educational or research activities. In the course of meetings, communi-cations, correspondences and discussions, certain Confidential Information (as hereinafter defined) may be disclosed by USM and/or ABC to each other for the Purpose (as hereinafter defined). THIS NDA WITNESSETH as follows: 1. DEFINITIONS In this NDA and the appendices hereto, if any, the following words and expressions shall have the following meaning - "Confidential Information" means any and all technical and non-technical information including patent, copyright, trade secret, know-how and proprietary information, techniques, sketches, drawings, diagrams, methods, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to a technology or invention, and includes, without limitation, its respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing manufacturing, customer list, business forecasts, sales and merchandising and marketing plans and information designated in writing to be confidential or by its nature intended to be for the sole knowledge of the Receiving Party (as hereinafter defined) or if orally given in the circumstances of confidence or confirmed promptly in writing as having been disclosed as confidential or proprietary for the Purpose; that is conveyed by the Disclosing Party (as hereinafter defined) to the Receiving Party, in written, oral, digital, magnetic, photographic and/or whatsoever forms; "Disclosing Party" means the Party and/or its Related Companies (represented by its Personnel in Charge), who is disclosing Confidential Information under this NDA to the other Party (represented by its Personnel in Charge); "Effective Date" means the date stated at the beginning of this NDA which is the date this NDA becomes effective; "NDA Period " means the duration of the NDA which is twelve (12) months from the Effective Date, or any extension of time to be mutually agreed in writing by the Parties; "Personnel in Charge" means the employees, officers, directors, workers and/or authorised person of each Party as set out in Appendix I and Appendix II respectively; "Purpose" means the execution of a legally binding agreement between the Parties and/or th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e Related Companies regarding a potential business arrangement or joint research in relation to the Technology (as hereinafter defined), within the NDA period; "Receiving Party" means the Party and/or its Related Companies (represented by its Personnel in Charge), who is receiving Confidential Information under this NDA from the other Party (represented by its Personnel in Charge); "Technology" means the development process of ......................... as developed by the School of ..................................., USM; "Related Companies" means a company which is the holding company, investment arm or subsidiary of either Party or a company which shares a common holding company or shareholders with either Party. The words "holding company" and "subsidiary" shall have the same meanings as prescribed to them in the Companies Act 1965. 2. RIGHTS TO CONFIDENTIAL INFORMATION 2.1 Use All Confidential Information disclosed by the Disclosing Party shall be used, consumed, utilised and acted in whatever ways by the Receiving Party solely and strictly for the Purpose, and each disclosure of Confidential Information may be recorded by the Personnel in Charge of each Party. The Receiving Party undertakes not to use the Confidential Information for further research, technical analysis, reverse engineering and/or exploit for the purpose of any commercial gains in any manner whatsoever. 2.2 Proprietorship The Confidential Information and the intellectual property thereof, is proprietary to the Disclosing Party and shall remain, the property of the Disclosing Party, and the Disclosing Party warrants that it has the right to disclose the Confidential Information to the Receiving Party. 2.3 No Grant of Licence The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall not be construed as the granting of a licence under any patent, copyright, trade secret, other proprietary rights or any other rights by the Disclosing Party. 2.4 Prohibition The Receiving Party agrees that the Receiving Party is not permitted to sell, license, develop or otherwise exploit any parts, products, services, documents or information which embody in whole or in part any Confidential Information of the Disclosing Party without the written consent from the Disclosing Party, save and except as contemplated by this NDA. 2.5 Tangible Forms of Confidential Information In the event any tangible forms of Confidential Information shall be copied, in whole or in part, the Receiving Party shall have first obtained the prior written consent of the Disclosing Party. 3. OBLIGATIONS 3.1 Receiving Party In relation to the Confidential Information of the Disclosing Party, the Receiving Party undertakes - (a) to maintain the Confidential Information in strict confidence; (b) to use the Confidential Information solely for the Purpose only and for no other purpose; (c) to refrain from copying, reproducing and reducing to writing or any other form of recording any part thereof except as may be reasonably necessary for the Purpose provided that the Receiving Party has obtained the prior written consent of the Disclosing Party; (d) to refrain from disclosing the Confidential Information whether to its employees (other than the Personnel in Charge) or third parties except to such of its employees (other then the Personnel in Charge) or third parties who have a need to know or whose services are appropriately required in connection with the Purpose but subject to the prior written consent of the Disclosing Party and the provision of clause 3.2 herein below; (e) to apply no lesser security measures and degree of care thereto than those which the Receiving Party applies to its own Confidential Information or proprietary information and which the Receiving Party warran<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>to any contract or business relationship with each other. 10. TERM AND SURVIVAL OF CONFIDENTIALITY OBLIGATIONS 10.1. The term of this Agreement shall be for a period of [three (3)] years from the Effective Date (the “Term”) but may be terminated or extended upon both Parties’ written agreement. 10.2. The rights and obligations contained in this Agreement shall continue in full force and effect for [two (2)] years after expiration of the Term or termination of this Agreement. 11. NO PARTNERSHIP OR AGENCY 11.1. Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the Parties, create any commercial agency relationships between the Parties or authorise any Party to make or enter into any commitments for or on behalf of the other Party. 12. GENERAL 12.1. Assignment and other dealings. Neither Party shall assign, transfer, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written agreement of the other Party. 12.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 12.3. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties. 12.4. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 12.5. Severance. If any provision of this Agreement is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. Any modification to a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. 12.6. Notice. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by pre-paid first class post or by a reputable next-day courier service at its registered office or principal place of business or sent by email to the address specified by the Party in writing. Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is delivered at the proper address; if sent by pre-paid first class post, on the second business day after posting; if by next-day courier service, at the time recorded by the courier; or if by email, at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 12.7. Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 12.8. Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. 12.9. Jurisdiction. Each Party irrevocable agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The undersigned are duly authorised t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o execute this Agreement on behalf of the parties. For and on behalf of NSK Europe Limited For and on behalf of [Full company name] Signature……………………………………... Signature……………………………………... Name…………………………………………. Name…………………………………………. Job Title………………………………………. Job 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|>nd (z) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sclose 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, that 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 such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and (ii) consult with TBI as to the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or other remedy, or the receipt of a waiver by TBI, EnCana or any of its Representatives should nonetheless, based on the advice of such party's counsel, disclose the Evaluation Material and/or the facts or information covered by Section 2, EnCana or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material and/or such facts or information that such counsel advises is legally required to be disclosed; provided that EnCana gives TBI written notice of the Evaluation Material and/or such facts or other information to be disclosed as far in advance of its disclosure as is reasonably practicable and exercises its reasonable efforts to preserve the confidentiality of the Evaluation Material and/or such facts or other information, including, without limitation, by cooperating with TBI to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material and/or such facts or information. 4. Termination of Discussions. If either party decides that it does not wish to proceed with discussions or negotiations relating to a Transaction with the other party and the party so deciding promptly informs the other party of that decision, or at any time upon the request of TBI for any reason, EnCana will promptly deliver to TBI or, at the option of EnCana, destroy all written (and electronic) Evaluation Material. In the event of such a decision or request, all other Evaluation Material prepared by EnCana shall be destroyed, and in no event shall EnCana be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to TBI provided <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>iality to the disclosing party, (C) is or becomes available to the receiving party or its Representatives on a non-confidential basis from a source other than the disclosing party or its Representatives, provided the receiving party was not aware (after reasonable due inquiry) that such source was bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party with respect to such information, (D) is independently developed by the receiving party without use of or reference to any Evaluation Material, or (E) is required to be disclosed to a third party under operation of applicable law. (2) Purpose of Disclosure of Evaluation Material. Each party understands and agrees that it will be disclosing to the other party and/or its Representatives under this Agreement (i) information solely for the purpose of enabling the receiving party and its Representatives to evaluate a Transaction, and reasonably believes that such disclosure will not affect, in any way, the parties’ relative competitive position with respect to each other or to any third parties (including any of the parties’ affiliates), and (ii) only that information which is reasonably necessary to enable each party and its Representatives to evaluate a Transaction (and that information which is not reasonably necessary for such purpose will not be disclosed to a party or its Representatives). For purposes of determining when information is reasonably necessary for such purpose, the parties may request that legal counsel to each party agree, in advance, to review certain information requests so as to comply with such standard. In addition, each party understands and agrees that review of competitively sensitive information, such as information concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, which has been determined to be reasonably necessary to evaluate a Transaction will be limited only to those senior executives of the receiving party and its Representatives who are involved in evaluating or negotiating a Transaction or approving the value of a Transaction. If Evaluation Material includes software in object code form, the receiving party shall not, and shall not permit any other party to, reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof. (3) Non-Disclosure and Use of Evaluation Material. Each party agrees that it shall (and it shall cause its Representatives to) use the Evaluation Material solely for the purpose of evaluating a Transaction and for no other purpose, and that the receiving party shall (and shall cause its Representatives to) keep the Evaluation Material confidential and not disclose any Evaluation Material to any third party; provided, however, that the receiving party may disclose any Evaluation Material (x) if the disclosing party gives its prior express written consent to such disclosure, or (y) to its Representatives who are actively or directly participating in its evaluation of a Transaction or who otherwise need to know such information for the sole purpose of evaluating a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Transaction (and the receiving party shall take appropriate measures to ensure that its Representatives comply with the terms of this Agreement). (4) Required Disclosure. In the event that a party or any of its Representatives are requested pursuant to, or required by, applicable law, regulation (including, without limitation, any rule or regulation of any national securities exchange or stock market on which any of the receiving party’s securities are listed or quoted) or legal process to disclose any of the Evaluation Material, the party requested or required to make the disclosure shall, unless legally prohibited from doing so, provide the other party with prompt notice of such request or requirement in order to enable the other party to (i) seek an appropriate protective order or other remedy, (ii) consult with the party requested or required to make the disclosure and its Representatives with respect to taking steps to resist or narrow the scope of such request or legal process (and such party shall reasonably cooperate with the other party in this respect and, if such cooperation is material, at the other party’s sole expense), or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, upon the advice of outside counsel, legally compelled to disclose any Evaluation Material, the party requested or required to make the disclosure or any of its Representatives may disclose only that portion of the Evaluation Material which is legally required to be disclosed based on the advice of outside counsel, provided that the party requested or required to make the disclosure uses reasonable efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by reasonably cooperating with the disclosing party (and, if such cooperation is material, at the disclosing party’s sole expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Evaluation Material. (5) Privileged Information. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have common legal interests with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, 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. (6) Termination of Discussions. All Evaluation Material shall remain the property of the disclosing party and the receiving party agrees not to assert any claim of title or ownership in the disclosing party’s Evaluation Material or any portion thereof. If either party decides that it does not wish to proceed with a Transaction, such party shall promptly inform the other party of that decision by giving a written notice of 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|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Non-Disclosure Agreement”) dated as of , 20 (the “Effective Date”), between [] (“Contractor”), a [] [corporation] [limited liability company] [limited liability partnership] having offices at [] and [insert legal National Grid entity] d/b/a National Grid (“National Grid”), a [] [corporation] [limited liability company][limited liability partnership], having offices at [] (each, individually, a “Party” and, collectively, the “Parties”). RECITALS WHEREAS, the Parties and their respective Affiliates (as such term is defined below) possess certain confidential and proprietary Information (as such term is defined below); and WHEREAS, each Party may elect, in its sole discretion, to disclose Information to the other Party or its Representatives (as such term is defined below) in connection with [Fill In Purpose] (the “Purpose”), subject to the terms and conditions of this Non-Disclosure Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows: §1. Certain Definitions. (a) The term “Information” means (i) all financial, technical and other non-public or proprietary information which is furnished or disclosed orally, in writing, electronically or in other form or media by Disclosing Party and/or its Representatives to Recipient and/or its Representatives in connection with the Purpose and that is described or identified (at the time of disclosure) as being non-public, confidential or proprietary, or the non-public or proprietary nature of which is apparent from the context of the disclosure or the contents or nature of the information disclosed; (ii) all memoranda, notes, reports, files, copies, extracts, inventions, discoveries, improvements or any other thing prepared or derived from the information described in §1(a)(i), above; (iii) all CEII (as such term is defined below and only if CEII is exchanged under this Non-Disclosure Agreement); (iv) all Personal Information (as defined in the ISA Exhibit and only if Personal Information is exchanged under this Non-Disclosure Agreement); and (v) all Customer Information (as such term in is defined below and only if Customer Information is exchanged under this Non-Disclosure Agreement). (b) The term “Recipient” means a Party to whom the other Party or its Representatives discloses Information. (c) The term “Disclosing Party” means the Party disclosing Information in its possession, or on whose behalf Information is disclosed, to a Recipient. (d) The term “Representative(s)”<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> means the Affiliates of a Party and the officers, directors, members, managers, employees, contractors, legal advisors, financial advisors and representatives of such Party and its Affiliates. (e) The term “Affiliate” means any Person controlling, controlled by, or under common control with, any other Person; “control” shall mean the ownership of, with right to vote, 50% or more of the outstanding voting securities, equity, membership interests, or equivalent, of such Person. (f) The term “Customer Information” includes, but is not limited to, one or more National Grid customers’ names, addresses, account numbers, billing information, load information, and usage information. (g) The term “Person” includes any natural person, individual, firm, corporation, company, partnership (general or limited), limited liability company, business trust, joint venture, consortium, government or political subdivision, or any agency, instrumentality, or authority of any government or political subdivision, or other entity or association. §2. Permitted Disclosure, Personal Information and Critical Energy/Electric Infrastructure Information. (a) Recipient shall receive all Information in strict confidence, shall exercise reasonable care to maintain the confidentiality and secrecy of the Information, and, except to the extent expressly permitted by this Non-Disclosure Agreement, shall not divulge Information to any third party without the prior written consent of Disclosing Part<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is made and entered into as of the last date signed below (the “Effective Date”) by and between Roundhouse Creative Pty Ltd, a company having its principal place of business at 52 Prospect Street, Fortitude Valley Q 4006 ("Roundhouse Creative P/L") and ………………………..…… whose principal mailing address is ………………………………………………………..…..………………………………………...……….. WHEREAS Roundhouse Creative P/L and ……………………………………. (the “Parties”) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and WH<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>EREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information; NOW, THEREFORE, the Parties agree as follows: 1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written 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 proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate. 2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has acc<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> disks, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of the Purchaser and its Affiliates. As used in this Agreement, the term "Confidential Information" means any information or compilation of information not generally known to the public or the industry, that is proprietary or confidential to the Purchaser, its Affiliates and/or those doing business with the Purchaser and/or its Affiliates, including but not limited to know-how, process, techniques, methods, plans, specifications, trade secrets, patents, copyrights, supplier lists, customer lists, mailing lists, financial information, business plans and/or policies, methods of operation, sales and marketing plans and any other information acquired or developed by Ermilio in the course of his past, present and future dealings with the Purchaser and its Affiliates, which is not readily available to the public. "Confidential Information" does not include any information, datum or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r other wrongful conduct by Executive; (c) after it becomes available to Executive on a nonconfidential basis from a source other than the Company or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of conf<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he Confidant acknowledges that it is aware that any breach of this deed may result in damage to NostraData and that NostraData is entitled to enforce its rights by seeking specific performance or injunction proceedings, as monetary damages may not be sufficient relief. 8 Rights in Confidential Information The Confidant acknowledges that it has no proprietary rights, title or interest in, and will not acquire any licence, rights, title or interest in, any Confidential Information or other information disclosed by NostraData to the Confidant. 9 Return of Confidential Information Following any request by NostraData, the Confidant must immediately provide to NostraData all Confidential Information and certify that no Confidential Information is retained by the Confidant. The obligation to return Confidential Information includes the obligation to return any and all Confidential Information in physical, electronic or other tangible form. 10 Deletion of data at the conclusion of the Datathon At the conclusion of the Datathon the Confidant must permanently delete all data provided by NostraData. The data may be retained if NostraData makes specific requests for further demonstrations. 11 Intellectual Property Any source code developed by the Confidant for the purpose of the Datathon will remain the intellectual property of the Confidant. It is not required to submit source code to be eligible to participate in the Datathon. By making a submission at the conclusion of the Datathon, consisting of a deck of slides presenting the Confidant's insights extracted from the Confidential Information, the Confidant grants the Datathon organisers and NostraData an irrevocable, non-exclusive, royalty-free and perpetual right to use, modify, distribute to the public, and publicly display the content of the submission 12 General (a) This deed is governed by the laws of the State of Victoria, Australia. (b) This deed constitutes the entire agreement between the parties and supersedes all prior understandings and agreements concerning its subject matter. (c) The words “includes” and “including” are not words of limitation Signed by the Confidant The information below may be collected separately during the registration process of the Datathon. Full name …………………………………………………………………<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>………………………………………………… Address …………………………………………………………………………………………………………………… Occupation and employer (if applicable) …………………………………………………………………………………….. Date …………………………………………………………………………………………………………………… Signature ……………………………………………………………………………………………………………………<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ion regarding the skills and compensation of employees and contractors, and other business information disclosed to the Restricted Party by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that: (i) is generally available to the public on the date of this Agreement; (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was available, or becomes available, to the Restricted Party from a source other than the Alliqua Entities or its Representatives, provided that such source, to the Restricted Party’s actual knowledge after reasonable inquiry, was lawfully permitted to disclose such information; or (iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party’s obligations under this Agreement or otherwise owed to the Alliqua Entities or its Representatives. (b) “Restricted Business” shall mean the business of providing a skin substitute for chronic wound care. (c) “Restricted Period” shall mean a period <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>commencing from the Effective Date until the two (2)-year anniversary of the Effective Date. 3. Acknowledgement. (a) This Agreement is entered into in conn<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nd Trade Subcontractors shall follow the procedures for the safeguarding of protected information specified in Section 01 35 70, Document Control Procedure for Protected Information. Bid Plans and Specifications and reference documents (collectively, “project documents”) may be obtained as follows: 1. Project documents that do not contain any SSI are available for viewing and purchase from ARC Northern California via its online planroom. ARC’s online planroom can be accessed from the contract page of the TJPA’s website at www.transbaycenter.org. 2. Project documents containing SSI are available to Bidders for viewing, downloading, and printing at the TJPA’s secure website after the Bidder has submitted a signed Non-Disclosure Agreement (NDA) and list of Designated Individuals to the TJPA. The TJPA’s NDA and a template for the Designated Individuals list may be downloaded from the relevant contract page of the TJPA’s website at www.transbaycenter.org, and the completed forms uploaded using the “upload” button on the same page. A unique login will be provided to each Designated Individual granted access to the TJPA’s secure website. Refer to the attachment to this Section 01 35 70/AT1 for a list of Plans and Specifications containing SSI. 3. Bidders may purchase printed sets of Bid Plans and Specifications from ARC Northern California’s planroom. In accordance with Section 01 35 70, Document Control Procedure for Protected Information, Bidder shall not provide documents containing SSI to unauthorized individuals, planrooms, or printers. Planrooms and printers other than ARC Northern California must be authorized by the TJPA to print SSI. Bidders are obligated to ensure that they have obtained and/or reviewed all documents necessary to prepare and submit a complete bid. END OF SECTION 01 35 70/AT1 SPECIFICATION ISSUE LOG Revision Date A October 31, 2016 01 35 70/ATI – NON-DISCLOSURE AGREEMENTFOR BIDDERS AND CONTRACTORS I, , the Designated Individual by and for (“Contractor”), intending to be legally bound, hereby consent to the terms in this Non-Disclosure Agreement for Bidders and Contractors (the “Agreement”) in consideration of my being granted conditional access to certain Confidential Information, Sensitive Security Information (“SSI”), and Protected Critical Infrastructure Information (“PCII”), as defined below, that may be owned by, produced by or for, or in the possession of the Transbay Joint Powers Authority (“TJPA”) relating to the Bus Storage Project (the “Project”). The classification of information as Confidential Information, SSI, and/or PCII is made by the TJPA and/or the United States Department of Transportatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n and the United States Department of Homeland Security (Transportation Security Administration). The TJPA recognizes the need to share certain Confidential Information, SSI, and/or PCII with the Designated Individual and Contractor to allow them to prepare and submit a bid for a portion of the work at the Project and/or perform a portion of the work at the Project. The Designated Individual and Contractor acknowledge that in order for them to perform their duties and/or obligations with regard to preparing and submitting a bid or performing their work at the Project, they may require access to certain Confidential Information, SSI, and/or PCII, and that the TJPA, by granting the Designated Individual access to such information, has placed a special confidence and trust in him/her to ensure that such information is not subject to unauthorized disclosure and use. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Designated Individual, for himself/herself and on behalf of the Contractor, agrees as follows: 1. Applicable Definitions. a. Confidential Information. As used herein, the term “Confidential Information” includes (1) information that contains sensitive financial, commercial, or other proprietary business information concerning or relating to the TJPA or the Project; (2) information that contains sensitive financial, commercial, or other proprietary business information received from third parties under Non-Disclosure and/or Confidentiality Agreements; or (3) information that the TJPA has determined, in its sole discretion, to constitute confidential, privileged, sensitive, or proprietary information concerning the Project’s security, operations, or facilities. b. Sensitive Security Information or SSI. As used herein, the terms “Sensitive Security Information” or “SSI” includes information about security, operations, facilities or other assets or capital projects whose disclosure would be detrimental to the security of TJPA’s employees or patrons, or would invade an individual’s privacy, or reveal trade secrets or privileged or confidential information. c. Protected Critical Infrastructure Information or PCII. As used herein, the terms “Protected Critical Infrastructure Information” or “PCII” includes information that is not customarily in the public domain and relates to the security of critical infrastructure or protected systems and includes information regarding systems, facilities, or operational security, or that is proprietary, business sensitive, or which might be used to identify a person who sub<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>m to the disclosing party, for which damages will not be an adequate remedy. Accordingly, the disclosing party shall have the right to seek to obtain an injunction, through the arbitral process set forth herein, to prevent any further violations of this Agreement. any title, ownership, license or other right or interest with respect to the Confidential Information of the disclosing party. Confidential Information will be held in trust by the receiving party for the disclosing party. 4. Returns or Destruction. Confidential Information will be returned by the receiving party to the disclosing party or destroyed by the receiving party: (a) if a business relationship is not entered into with the disclosing party on or before the date which is three months after the date both parties have signed the Agreement; or (b) upon request by the disclosing party at any time. A senior officer or official of the receiving party, if requested by the disclosing party in writing, shall certify, by way of affidavit or declaration, on behalf of the receiving party that all such Confidential Information has been returned or destroyed, as applicable, and that it will not use any archived copies of Confidential Information that cannot be reasonably removed from archival storage. However, the counsel for each party may retain one (1) archival copy of all Confidential Information received under this Agreement for the sole purpose of reference in any subsequent legal disputes that may arise. 5. Limited Reproduction. The receiving party will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 6. Exceptions on Use and Disclosure. This Agreement does not apply to or restrict the Parties from using or disclosing: (a) Confidential information that is or becomes public other than through a breach of this Agreement; (b) Confidential information already known to the receiving party prior to the date of this Agreement (as evidenced <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>by the receiving party's written and dated records) and with respect to which the receiving party does not have an obligation of confidentiality; (c) Confidential information that is independently developed by the receiving party; (d) Confidential information which is disclosed, without obligation of confidentiality, to the receiving party by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality. 7. No Obligation. Nothing in this agreement shall be construed as obligating any party to continue any discussions or to enter into a business relationship. 8. No Representations or Warranties; Reliance. Each of UNDP and the Company acknowledges that the other party hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and that the Confidential Information is not purported to represent a substitute, in whole or in part, for an independent evaluation of the operations or any transaction relating thereto. 9. Notices. Notices delivered in connection with this Agreement must be in writing and delivered to the address set out in the first paragraph of this Agreement to the attention of the individual representing each party under this Agreement, or as changed by the parties by notice in writing delivered to each other from time to time in accordance with this Agreement. 10. Further Assurances. The Parties agree to deliver further written documentation and to do or cause to be done any other things reasonably necessary to implement this Agreement. 11. Delays. Delay, failure or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. Any waiver must be in writing, but such waiver will be limited to its terms and will not constitute waiver of any other provision or breach of this Agreement. 12. Severability. If any part of this Agreement is invalid, the remaining provisions still will continue in effect. 13. Duration. This Agreement shall remain effective for a period (the "Term") beginning on the date signed by both Parties (the "Commencement Date") and ending five (5) years after the Commencement date. 14. Entire Agreement. This Agreement sets out our entire agreement concerning the matters described above and supersedes all prior written or oral agreements and understandings with respect to such subject matter. This Agreement may only be amended by consent in writing of both Parties. It may be terminated by a definitive agreement relating to transactions being mutually contemplated. Headings are for convenience of reference and not for interpretation or construction. 15. Binding. This Agreement binds the Parties and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other. 16. Arbitration. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expres<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>red pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). H) that we are not required or obliged to disclose any information of any kind to you. I) that no warranty or representation, whether express or implied, is given as to the accuracy, completeness, appropriateness or otherwise of the Confidential Information. J) that this agreement does not create any right enforceable by any person who is not a party to it and that the Contracts (Right of Third Parties) Act 1999 as amended shall not apply. In consideration of the said discussions both parties agree: 1) that this agreement does not oblige or imply any obligation on either party to enter into any transaction or further agreement. 2) that this agreement may only be modified or waived by a separate written agreement between the parties which specifically and expressly modifies or waives this agreement or part of it. <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>3) that this agreement shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 4) that in the event of any term of this agreement being held to be illegal or unenforceable either in whole or in part that term shall be deemed not to be part of this agreement but the enforceability of the remainder shall be unaffected. 5) that any notices under this agreement shall be sent by first-class prepaid post to the address of the recipient party as set out in this letter and shall be deemed to have been received on the second week day (that is, any day excluding Sundays or public or bank holidays in England) following the day on which it was posted. 6) that the provisions of this agreement shall last for the duration of the discussions relating to the Proposed Transaction and for 2 years following their conclusion. 7) that these terms shall not apply where the Confidential Information: 7.1 was known to us (by means not importing any requirement of confidentiality<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Event Non Disclosure Agreement Version 5192014 Welcome to Motorola Mobility! We’re glad you’re visiting our facility. We need to remind of your obligations and a few important procedures. Please read and and sign the acknowledgement below. I acknowledge that: 1. All information, materials and assets in the Motorola Mobility facility I am visiting, including without limitation any products, prototypes, strategies, business plans or other information I observe, am told about, or otherwise come in contact with, belongs to Motorola (“Confidential Motorola Information”) 2. I will NOT disclose, share, publish or utilize any Confidential Motorola Information without the prior authorization from Motorola Mobility. 3. I will keep everything I see, touch or hear strictly confidential. In particular, I agree NOT, to blog or otherwise post any Confidential Motorola Information to any social media websites. 4. I will NOT take photographs or recordings. 5. I will NOT go into restricted areas without prior and proper authorization. (this includes labs and CXD areas). 6. I will NOT take any Motorola property (except authorized gifts). 7. I will NOT bring in a minor without prior authorization.I will stay with my Motorola approved host at all times. 8. I will be respectful of others who are working. 9. I will comply with directions provided by security officers. 10. I understand my Motorola host must be a Motorola employee or Motorola Contractor with Escort Privileges, and that my Motorola host and myself are accountable for my actions. 11. I affirm I am officially invited and on the guest list for this event. I agree that my admittance into the Motorola facility is a revocable license, and is subject to revocation. I agree that I may be removed from the Motorola Facility at Motorola’s discretion. 12. I agree that Motorola, and its officers, agents, and employees are not liable for injuries or property damage resulting from my attendance at the event. I agree to release and hold all of the above named persons and entities harmless from any claim for injury, damage or loss of any kind. Motorola takes the protection of its confidential information very seriously. Any violation of the foregoing will result in your visit being terminated, and possibly legal action. Event : Event Name Date Vi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sitor: Printed Name Company Name Signature Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> York. ASSESSMENT SYSTEMS, INC. NYNEX By: /s/ Eli Salig By: /s/ Harold Bell Name: ELI SALIG Name: HAROLD BELL print print Title: EVP Title: DIRECTOR Date: 10 MAY 1996 Date: 5/14/96 ACCEPTANCE SHALL BE INDICATED BY (1) SIGNING AND (2) RETURNING DUPLICATE Assessment Systems, Inc. Telesector Resources Group, Inc 780 Third Avenue, 22nd floor (A NYNEX Company) New York, N.Y. 10017 240 East 38th Street, 15th floor Attn: Mr. Bernard Reynolds New York, N.Y. 10016 Attn: Mr. Sean Mahoney - SPL SERVICE: Testing, assessment and interview process of additional field personnel. Telesector Resources Group, Inc., (herein after referred to as NYNEX) Agreement with you No. G12463P is amended as follows: Effective July 9th, 1996, Exhibit A--Statement of Work, will be expanded to provide services for additional NYNEX field personnel, and Exhibit B--Compensation, will be modified to provide for compensation for the additional service. Exhibits A and B are attached and are made part of the Agreement. All other Terms an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d Conditions of the Agreement are reaffirmed and remain in effect to the extent that they do not conflict with this Agreement. (1) Sign Here and (2) Return To Address Above: TELESECTOR RESOURCES GROUP, INC. ASSESSMENT SYSTEMS, INC. (A NYNEX COMPANY) By /s/ Eli Salig By /s/ Harold Bell Title EXEC. V.P Title Dir Strategic Servicing Name ELI SALIG Name HAROLD BELL (print) (print) Accepted: Date 24 July 1996<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> possible Transaction. The Parties shall make all reasonable, necessary or appropriate efforts to safeguard the Confidential Information from disclosure to anyone other than as permitted hereby. 3. Information or concepts which are discussed <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>by either Party as an extrapolation of the Confidential Information disclosed are the property of the topic's disclosing Party. For greater clarity, the discussion or invention of an extension to Confidential Information does not give the uttering Party intellectual property rights to that aspect of the topic unless the related Confidential Information is theirs. 4. If either of the Parties determines that it does not wish to be involved in a Transaction, it will promptly advise the other Party of that fact, and if requested, each Party will promptly return to the other Party all documents furnished hereunder to it or its respective Representatives. 5. Each Party acknowledges and agrees that the other Party would not have an adequate remedy at law and would be irreparably harmed if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that either Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof in addition to any other remedy to which it may be entitled at law or in equity. 6. No failures or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. TERMINATION: The obligations stipulated by this agreement shall continue in force for years from the date of signing, unless otherwise extended or superceded by mutual agreement. GOVERNANCE: This agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada. Understood and agreed to by: Authorized Representative of the First Party. Date Authorized Representative of the Second Party. Date Minutes of Confidential Informati<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>red 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 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 exchange of Information under this Agreement at any time by written notice to the other specifically referencing this Agreement. In any event, however, the obligations of each party to maintain the confidentiality of the Information it has received under this Agreement shall continue for the later to occur of (i) a period of three (3) years after such termination, or (ii) if this Agreement is incorporated by reference into another agreement between the parties, the term, including extensions, of that agreement, plus three (3) years. 12.0 No Waiver No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13.0 Amendment This Agreement may not be modified, supplemented, or amended orally, but only by a writing signed by both parties hereto. 14.0 Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its choice of law provisions. IN WITNESS WHEREOF, the parties have exec<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uted and delivered this Non-Disclosure Agreement effective as of the date of execution by the last party to execute this Agreement, as set forth below. CVS Pharmacy, Inc. Vendor Corp Name 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|>or the purpose(s) set out herein notwithstanding that such disclosure took place prior to the Effective Date. 7. WARRANTIES 7.1 Except as expressly set forth in any representations or warranties made to the Participant by the KWSH in any final written agreement regarding the Project (when, as, and if executed) and subject to such limitations and restrictions as may be specified in such final written agreement, the Participant acknowledges and agrees that all Confidential Information is provided "AS IS" and the entire risk arising out of the use of the Confidential Information remains with the Participant at all times. In particular: (a) KWSH makes no express or implied representation or warranty as to the accuracy or completeness of the Confidential Information and neither KWSH nor any of its officers, representatives or agents shall have any liability to the Participant or any other person in connection with the use of such information or for any errors therein or omissions therefrom; (b) the Participant i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s not entitled to rely upon the accuracy or completeness of the Confidential Information and that the Participant will rely solely upon th<|eot_id|> |
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