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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|>le under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law. 9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection. 10. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ts the Receiving Party under the Agreement. 1.3. An Agent of the Investor is an authorized person of the investor who has access to the Proprietary Information. 1.4. The Proprietary Information is any information of the Company marked as «Commercial Secret» or «Confidential» with actual or potential commercial value by virtue of the fact third-parties are unfamiliar with it, submitted to the Investor by the Company in written form by documents transmission, including the electronic transmission of documents secured from unauthorized access to the transmitted information, the information related to business or finance plans and strategies including, without limitation information about markets, financial documents, financial statements and accounting (except for cases defined by law), contractual relationships, pricing and marketing of goods (works and services), technical information, commercial secrets, know-how, research, production schedules, concepts, intellectual activity property (which includes discoveries, inventions, rationalization proposals, utility models, constructions, industrial models that are non-proprietary for some reasons, computer software, databases, logotypes scratches that are non-registered for some reasons). The Proprietary Information does not include any publicly available information, the access to which was provided to the third parties by the Company without limitations, or in case if this information became public through no fault of the Investor in force of other circumstances, to relation of which the Investor can prove that the Investor has already possessed this information by the time when the Company provided it, or this information contained no confidentiality preservation obligations. The information also cannot be called Proprietary in cases where the Investor can prove that it was created by himself or herself without resorting to the Proprietary Information. The Agreement does not regulate personal information security and the transmission of the information related to bank secrecy. 2. Subject of the agreement 2.1. Obligations of parties to secure the Proprietary Information under the terms indicated in the Agreement constitute the subject of the agreement. 2.2. The Company discloses the Proprietary Information concerning acquisition and further use and realization of OL-tokens during «OLPORTAL» ICO to the Investor, including individual preferences provided to the Investor at any stage of transactions at the time of ICO in accordance with the provisions of the Offer and accompanying documents including terms of smart-contracts, according to which the investor acquires OL-tokens. 3. Confidentiality restrictions 3.1. The Investor is authorized to grant access to the proprietary information only to those parties who require access to the proprietary information in realizing the investors’ rights under the Offer in order to achieve the provision of the Proprietary Information, are obliged not to disclose the Proprietary Information and informed about the fact of the conclusion of the Agreement. The Investor is obliged to provide the list of Investor’s Agents who have received access to the Proprietary Information. 3.2. Non-performance of t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erms of section 3.1. of the Agreement causes the termination of access to the Proprietary Information and provides the Company with the right to refuse unilaterally from performing any agreements along with the Offer, concluded with the Investor, according to which the Investor shall procure or procured the access to the Proprietary Information. 3.3. Should the controversy between confidentiality clauses in the Agreements signed by the parties appear, according to which the Investor shall procure or procured the access to the Proprietary Information and according to the terms of the Agreement, the conditions stated in the Agreement shall prevail. 3.4. The Investor is obliged to keep, withhold, and hold any confidential information, take measures, which are greater than or equal to measures which the Investor takes to protect his or her own confidential information, to secure the Proprietary Information. 3.5. The Investor and his or her authorized Agents with access to the confidential information are obliged to use the Proprietary Information for the purpose of the confidential information provision and not to apply it for any other purposes. 3.6. The Investor shall be entitled to make copies, abstracts, memoranda, or other documents (including documents made by mechanical or electronic means) related to the confidential information, which shall also be marked as «Commercial Secret» and/or «Confidential» only to the extents that are necessary for the confidential information achievement. The Investor shall provide the true recording of all copies and places where the duplicates copies of the confidential information are kept, and access limitation to the specified copies, abstracts, memoranda, and other documents to third-parties except for his or her authorized Agents, according to the section 3.1. of the Agreement. 3.7. The Investor shall provide constant and secure information storage not allowing to obtain the data access by any persons except for Investor’s authorized Agents. 3.8. Should facts of confidential information disclosure to the third parties be detected, the Investor shall immediately inform the Company about the facts and measures taken to reduce losses. 4. Disclosure requirements 4.1. Should the Investor be obliged to disclose the confidential information as prescribed by law, the Investor agrees and undertakes to inform the Company in written form immediately with the specification of the person requesting the confidential information. The Investor agrees and undertakes to disclose the information within the limits defined by legislation. 5. Restrictions of the rights 5.1. All information disclosed to the Investor by the Company in any form shall be and remain the property of the Company. Documents and any copies of them, abstracts, memoranda, or other documentation shall be immediately returned to the Company or destroyed at the written request of the Company. 5.2. The Company reserves the right to conduct the analysis of the confidential information protection measures taken by the Investor. Should the denial to provide the information about measures taken for the confidential information protection, received by the Investor, or detection of insufficient measures taken to protect the confidential information, the company is authorized to deny entrusting the confidential information or refuse to fulfill the obligations of any agreements concluded between the parties unilaterally, 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|>CONFIDENTIAL INFORMATION NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made on the date of deposit of the Entry as defined in the Official Rules of the Good Morning America Weekend(cid:146)s Mothers of Invention Challenge ("Effective Date"), by and between American Broadcasting Companies, Inc. located at 77 West 66th Street, New York, New York 10023, the law offices of West & Associates, A Professional Corporation, located at 2121 N. California Blvd., Suite 290 in Walnut Creek, California & Mom Inventors, Inc., located at 125 Grover Lane in Walnut Creek, California ( Collectively, "Receiving Party"),and the person identified in and/or executing the required invention disclosure form ("Submitting Party"). In consideration for the disclosure of Submitting Party(cid:146)s Confidential Information, the parties agree as follows: Purpose. Submitting Party wishes to have its submission evaluated according to the Official Rules for consideration as the Grand Prize Winner of the Good Morning America Weekend(cid:146)s Mothers of Invention Challenge and consequently Submitting Party may disclose its Confidential Information to Receiving Party. Definition. "Confidential Information" means any confidential or proprietary information, clinical study protocols, technical data, trade secrets, or know-how of Submitting Party, including, but not limited to, that which relates to research, clinical studies, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, business strategies, operations, plants and facilities, marketing or finances. Confidential Information does not include information, technical data or know-how which: i. is generally available to the public prior to its disclosure; or ii. is generally known to Receiving Party prior to the disclosure thereof as evidenced by written and dated material in its possessions; or iii. through no fault of Receiving Party, becomes available to the public after the disclosure thereof; or iv. is disclosed to Receiving Party by a third party having a bona fide right to do so; or v. is approved for release by the written authorization of Submitting Party; or vi. is disclosed pursuant to the requirement of a government agency or by operation of law after<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Submitting Party has been given at least thirty (30) days notice and an opportunity to object to such disclosures; or vii. is developed by Receiving Party completely independent of this Agreement. Confidential Information which is specific as to materials, composition, techniques, articles of manufacture, structure, apparatus, methods or the like shall not be deemed to be in the public domain merely because such information is embraced by more general disclosures in the public domain and any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain, if the combination itself and its principles of operation are not in the public domain. Receiving Party agrees it will not use Confidential Information provided under this Agreement to guide or aid a search and evaluation for purposes of showing information, technical data, trade secrets, or know-how provided hereunder is in the public domain. Non-Disclosure of Confidential Information. Receiving Party agrees not to use the Confidential Information disclosed to it by Submitting Party for its own <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> COMVERGE. You agree that, for a period of one year following the date of this agreement (the “Standstill Period”), you will not, directly or indirectly, without the prior written consent of the majority of the Board of Directors of COMVERGE, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities or assets of COMVERGE , any warrant or option to purchase such securities or assets, any security conver<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tible into any such securities, or any other right to acquire such securities, (ii) other than with respect to the Transaction, enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Information, using the same degree of care that it uses to protect its own confidential information, but in any event shall use at least commercially reasonable care .; d. Immediately notify the other party of any misappropriation or misuse of Confidential Information. 6. The breach of the terms set forth herein imply: PromonLogicalis a. Termination of any agreement executed by and between the Parties, without any obligation to compensation for the complainant, being due, however, the penalties for breach of contract by the party which gives cause to termination; b. Payment of damages as set forth in Section 9 and the applicable law. 7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and (ii) upon request, but provided that it complies with applicable Law, cooperate with the Disclosing Party in preventing such a disclosure; e. Publicly available through lawful disclosure; or f. Independently developed by or for the Receiving Party. 8. All information (either Confidential Information or not) furnished under this Agreement shall remain the property of the Disclosing Party and shall be returned to it or destroyed promptly at its request (together with all relevant copies, extracts, plans, schematics or other reproductions). ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION, AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 9. The Parties acknowledge that the breach of secrecy has the character of serious irregularity and can cause serious damages to the other Party. 9.1 In case of breach of any obligation set forth herein by the Receiving Party, the Disclosing Party shall recover any and all damages. Notwithstanding any other provision herein, neither Party shall be liable for indirect damages or loss of profits. 9.2 Accordingly, the actual or threatened unauthorized disclosure or use of any Information shall give the Disclosing Party the right to seek injunctive relief restraining such unauthorized disclosure or use, without the necessity of proving actual damages, in addition to any other remedy otherwise available to the Disclosing Party. Any third party owner of Information disclosed by a party hereto shall be an intended third party beneficiary of this Agreement and shall be entitled to rely upon and directly enforce the terms and conditions hereof. 10. Neither the execution of this Agreement nor the furnishing of any information under this Agreement shall be construed as granting any Party or any of its representatives, either expressly or by implication, any license or right to use any Confidential Information for its own benefit or the benefit of any other person, firm or entity, and each party expressly agrees not to so use any such information. Nothing contained in this Agreement shall be construed <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>as conferring any rights, by license or otherwise, to any invention, discovery, or improvement made, conceived or acquired prior to, during or after the date of this Agreement. 11. The disclosure of confidential information is not a commitment by Disclosing Party to enter into any business arrangement with the Receiving Party or third parties. If the Parties wish to pursue business opportunities, they shall execute a separate written agreement to govern such relationship. 12. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term. 13. This Agreement shall be in force on the Execution Date and shall remain in force for a period of twenty-four (24) months. Notwithstanding the term of the Agreement, the Parties undertake to maintain the confidentiality obligation for a period of three (3) years after Confidential Information disclosure. 14. This Agreement binds not only the parties, but also their successors and assignees. 15. Governing law and Venue: (i) If you the Company is located in Latin America countries: This Agreement shall be governed by and construed in accordance with the laws of Brazil. The Parties elect the courts sitting in the Forum of the city of São Paulo, SP, Brazil, as the exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement. PromonLogicalis (ii) If you the Company is not located in Latin America countries: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of law provisions. Any dispute regarding this Agreement will be subject to the exclusive jurisdiction of the state courts in and for New York, U.S.A. and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts. 16. In case of any lawsuit, the Parties undertake to request judicial secrecy.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>HS employees whose job responsibilities require access to the information; 4. Use appropriate safeguards to prevent the use or disclosure of the information other than as provided by this Agreement; 5. Report to the Reporting Entity within ten (10) business days of discovery any actual or suspected inappropriate use, disclosure, or breach of information from the Michigan Trauma Registry that involves data submitted under this Agreement; 6. Make no attempt to identify or contact the individuals or entities within the data provided unless permitted in Part 209 of the Public Health Code or the Michigan Administrative Code R 325.125 through 325.138; 7. Destroy all originals and copies of potenti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ally identifiable information, in any format, in accordance with industry standards when no longer needed. This includes, but is not limited to: magnetic tapes, micro disk files, paper records, etc.; 8. Clean computer hard drives (including, but not limited to, those stored in computers, laptops, printer, and copiers) and any portable storage media of any data received under this Agreement in accordance with industry standards before disposing of; and 9. Not use the data provided to engage in any method, act, 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 conditions 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|>be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law. 5. Duty to Protect. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidential Information of a similar nature. Recipient shall (i) limit access to all Confidential Information to its employees who shall reasonably require access to the Confidential Information for the purpose set forth above, (ii) shall insure that all such employees have signed a nondisclosure agreement in content substantially similar to this Agreement, (iii) shall use the Confidential Information solely in connection with the Purpose, and (iv) shall use due diligence to insure that all such persons comply with the provisions of this Agreement. Recipient shall be liable for any breach of this Agreement by its employees or representatives. 6. Court Orders. Nothing contained in this Agreement shall restrict Recipient from disclosing Confidential Information that is required to be disclosed under a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny subpoena or court order provided that the Recipient provides Sanmina with prompt notice so that Sanmina may, at its expense, seek a protective order or take other appropriate measures. 7. No Further Rights or Duties Implied. Sanmina does not warrant that the Confidential Information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Recipient’s purposes. The Confidential Information is provided “AS IS” with all faults. Sanmina shall not be liable for the accuracy or completeness of the Confidential Information. Nothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Recipient with respect to infringement of any intellectual property rights of others. Sanmina has no obligation under this Agreement to purchase any item or service from the Recipient. 8. Return of Confidential Information. Within ten (10) days after any written request by Sanmina, the Recipient shall promptly return all copies of the Confidential Information except copies required for backup, disaster recovery, or business continuity and in such case the obligations hereunder shall survive until such copies are destroyed. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties agree that the state courts of Santa Clara County, California and the federal courts located in the Northern District of the State of California shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisd<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>esponsibilities under this Agreement, including but not limited to, the Bank Holding Company Act of 1956, the National Bank Act, the Federal Deposit Insurance Act, the Bank Merger Act, the Change in Bank Control Act and the Federal Reserve Board, Office of Comptroller of the Currency and Federal Deposit Insurance Corporation regulations thereunder. Section 5.4 Remedies. The Recipient agrees that due to the nature of this Agreement and the Confidential Information, money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient and that the Company shall be entitled to seek specific performance, injunctive and/or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy of the Company for any breach by the Recipient of this Agreement, but shall be in addition to all other remedies available to the Company at law or in equity. The Recipient hereby waives any requirement for the securing or posting of any bond in connection with such remedy. Section 5.5 Expenses. The Parties will pay their own expenses with respect to this Agreement. Section 5.6 Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained in this Agreement shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto shall be enforceable to the fullest extent permitted by law. If any court determines that any of the provisions of this Agreement, or any part thereof, are unenforceable because of the duration or scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced. Section 5.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such state, without giving effect to any choice of law principles. Section 5.8 Miscellaneous. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and it replaces and supersedes all prior agreements between the Parties. No provision of this Agreement may be waived or amended unless such waiver or amendment is in writing. No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement may not be assigned by the Recipient, by operation of law or otherwise, without the Company’s prior written consent. Section 5.9 Execution. This Agreement may be executed in one or more counterparts, and by facsimile signatures, each of which shall be an original document, and all of which together shall constitute one and the same instrument. {Remainder of Page Intentionally Left Blank} IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above. COMPANY: HF Financial Corp. /s/ Michael Vekich Name: Michael Vekich Title: Chairman RECIPIENT: JACOBS ASSET MANAGEMENT, LLC /s/ Sy Jacobs Name: Sy Jacobs Title: Managing Member<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fied or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise prejudicially affect any obligation or any right, power or remedy hereunder, in which case such amendment, modification, codification or reenactment will not, to the maximum extent permitted by Law, form part of this Agreement and is to be disregarded for purposes of the construction and interpretation hereof. 2.8 Counterparts. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. 2.9 Entire Agreement. This Agreement and the Purchase Agreement and the documents referred to therein constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written. 2.10 Failure or Delay. No failure on the part of any party to exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. No notice to or demand on any party in any case entitles such party to any other or further notice or demand in similar or other circumstances. 2.11 Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing and if hand delivered, sent by overnight courier, or sent by registered <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or certified mail, postage prepaid, addressed as follows: If to the Buyer: Level 3 Communications, LLC 1025 Eldorado Blvd. Broomfield, Colorado 80021 Attention: General Counsel With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 1600 U.S. Bank Tower 950 Seventeenth Street Denver, Colorado 80202 Attention: Steven E. Segal, Esq. If to Sellers: ICG Communications, Inc. 161 Inverness Drive West Englewood, Colorado 80112 Attention: General Counsel [Signatures on following page] IN WITNESS WHEREOF, Sellers and the Buyer have executed this Agreement effective as of the date first written above. ICG COMMUNICATIONS, INC. By: Name: Title: ICG TELECOM GROUP, INC. By: Name: Title: LEVEL 3 COMMUNICATIONS, LLC By: Name: Robert M. Yates Title: Senior Vice President and Assistant General Counsel Signature Page to<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ogram, including any request or provision of cyber mutual assistance between Participating Entities, may necessitate the exchange of certain confidential or proprietary information. NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the Participating Entities agree as follows: 1. Purpose, Scope, and Definitions. The purpose of this Agreement is to permit each Participating Entity to exchange Confidential Information (as defined below) as needed to pursue the development and implementation of a Cyber Mutual Assistance Program, including any request for or provision of cyber mutual assistance between Participating Entities in response to a cyber emergency or in connection with any Cyber Mutual Assistance Program. “Confidential Information” under this Agreement consists of: (i) all information disclosed by any Participating Entity, or any of its employees, directors, officers, affiliates, partners, agents, advisors or other representatives (“Representatives”) pursuant to that Participating Entity’s participation in or contribution to the development or implementation of a Cyber Mutual Assistance Program, including any Participating Entity’s request for or provision of cyber mutual assistance, whether disclosed prior to or following the execution of this Agreement; (ii) any information or documentation produced by a Participating Entity, or any of its Representatives, under any Cyber Mutual Assistance Program or related to a specific request for or response to cyber mutual assistance, including any analysis of such information, and whether produced prior to or following the execution of this Agreement; (iii) any aggregation, consolidation, or listing of information or documentation disclosed by one or more Participating Entities, or any of their respective Representatives, pursuant to the development or implementation of a Cyber Mutual Assistance Program including any Participating Entity’s request for or provision of cyber mutual assistance; and (iv) all observations of equipment (including computer screens) and oral disclosures related to the development of any Cyber Mutual Assistance Program or a specific request for or response to cyber mutual assistance, including the systems, operations, and activities of each Participating Entity, whether such observations or oral disclosures were made prior to or following the execution of this Agreement. 2. Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance Program, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk. Any other use shall be only with the prior written consent of the P<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>articipating Entity or Participating Entities that provided the Confidential Information sought to be used. 3. Exemptions to Non-Disclosure. Notwithstanding Sections 1 and 2, a Participating Entity shall not have breached any obligation under this Agreement if the Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public by the Participating Entity who provided the Confidential Information, or otherwise consistent with the terms of this Agreement; or (b) had been received or independently developed by such Participating Entity at or prior to the time of disclosure through a process other than the development or implementation of the Cyber Mutual Assistance Program; or (c) is subsequently disclosed to the Participating Entity by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4, is used or disclosed pursuant to statutory duty, such as a public records act request, or an order, subpoena, discovery request, or other lawful process issued by a court or other governmental authority of competent jurisdiction or in a judicial procee<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Open Mobile Alliance Interoperability Testing Non-Disclosure Agreement This Interoperability Testing Non-Disclosure Agreement (“Agreement”) is made by and among the Open Mobile Alliance (“Open Mobile Alliance”), the registered mailing address of which is at 2850 Womble Road, Suite 100, Mail Stop 300, San Diego, CA 92106 USA, and the participant company, and its Affiliates, listed below having a principal place of business at the address listed below and each party who enters into this Agreement by signing this form (individually and collectively referred to as “Participant”). 1. DEFINITIONS A. “Events” shall mean all interoperability testing events, TestFests and Bi-Lateral Test Sessions, occurring after the date of signing this Agreement which are administered by the Open Mobile Alliance and attended by Participants. B. “OMA Interoperability Policy and Process Document” shall mean the document found on the Open Mobile Alliance Web site, as modified from time to time, which sets forth the interoperability process. C. “Disclosing Participant” shall be the Participant and its Representatives that disclose or otherwise make available the Confidential Information, as defined below. As used in this Agreement, the “Representatives” stated above shall mean such party’s officers, employees, agents, consultants or other representatives. D. “Receiving Participant” shall be the Participant and its Representatives that receive or otherwise gain knowledge of the Confidential Information, as defined below. As used in this Agreement, the “Representatives” stated above shall mean such party’s officers, employees, agents, consultants or other representatives. E. “Confidential Information” shall mean all information provided at, pursuant to, for the purposes of, or discovered or generated during (a) the Events and (b) the process set forth in the OMA Interoperability Policy and Process Document, including, but not limited to, the implementation conformance statements, test results, test reports, and the operator network configuration information, which: (i) is identified in written or oral format by the Disclosing Participant as confidential, trade secret or proprietary information at the time of disclosure, (provided that such information, if disclosed orally, must be summarized and designated as confidential in written format to the Receiving Participant within thirty (30) days of disclosure), (ii) is identified in this Agreement as Confidential Information, or (iii) a reasonable person in the same circumstances as the Receiving Participant should have known or has reason to know is confidential, trade secret or proprietary information of the Disclosing Participant. Techniques and concepts which are commonly known in the industry shall not be considered to be Confidential Information. F. “Application Form” shall mean the Open Mobile Alliance membership application form, including the schedule to the application form. G. “TestFest” shall mean an interoperability testing event open to all Open Mobile Alliance members and the public, organized by the Open Mobile Alliance staff, to permit the testing of one or more enablers. H. “Bi-Lateral Test Session” shall mean an interoperability testing eve<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member’s location. 2. EXISTING OBLIGATIONS The Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants’ results and information shall apply regardless of whether such reside in the Application Form or this Agreement. 3. PURPOSE AND USE The purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant’s own technology or product (without restricting the Participant’s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant’s representatives who: (i) need to know the Confidential Information; (ii) understand that they are bound by this Agreement; and (iii) agree to fulfill the obligations of this Agreement. Notwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant’s patents, copyrights, trademarks, and/or mask work rights. The term “Residuals” means information contained in the Confidential Information disclosed at the Events such as general knowledge, ideas, concepts, know-how, professional skills, work experience and/or techniques (not information such as exact implementations, Test Results, or Individual Results) that is retained in the unaided memories of Receiving Participant’s Representatives who have had access to Disclosing Participant’s Confidential Information pursuant to the terms of this Agreement. A Representative’s memory is unaided if the Representative has not intentionally memorized, or referred to records of, such Confidential Information of Disclosing Participant, for the purpose of retaining and subsequently using or disclosing it. 4. DUTIES OF THE OPEN MOBILE ALLIANCE For purposes of this Agreement, the Open Mobile 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 o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> of any nature provided by CMHC, including the Confidential Information, and all copies thereof, shall be surrendered or, at CMHC’s option, certified destroyed, to CMHC immediately upon request. The Proponent shall notify CMHC immediately upon discovery of any unauthorized use or disclosure of the Confidential Information. ARTICLE 3: REMEDIES 3.1 The Proponent agrees that a breach by it of any term or condition of this Agreement would result in serious and irreparable harm to CMHC which could not be completely compensated by monetary damages. The Proponent expressly agrees that CMHC shall be entitled to secure an appropriate legal remedy, including injunction or declaratory judgment, in the event of a breach or threatened breach of any term of this Agreement to enable CMHC to protect its rights hereunder. 3.2 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative, and may be exercised singularly or concurrently. Failure by CMHC to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. 3.3 The Proponent agrees to indemnify and hold harmless CMHC from and against all losses, expenses, claims and liability arising out of any breach by the Proponent or its affiliates, or their respective officers, employees or representatives of this Agreement. ARTICLE 4: GENERAL 4.1 Notices. All notices required under this Agreement shall be in writing and shall be deemed to have been given on the next day by fax or other electronic means or upon personal delivery, or in ten (10) days upon delivery in the mail, first class, with postage prepaid. Notices shall be sent to the addresses indicated below unless written notification of change of address shall have been given. If to CMHC: CANADA MORTGAGE AND HOUSING CORPORATION 700 Montreal Road Ottawa, Ontario K1A 0P7 Attention: [insert name] Fax: [insert fax no] If to Proponent: [insert details as above] 4.2 Amendment. Except as otherwise provided herein, this Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by both parties. 4.3 Access to Information Legislation. The Proponent expressly acknowledges that as a federal crown corporation, CMHC is subject to access to information legislation. Nothing herein is intended to restrict the application of access to information legislation. 4.4 Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes any other agreement or discussion, oral or written. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 4.5 Severability. If any part of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect. 4.6 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Province of Ontario, to which jurisdiction the parties attorn notwithstanding their current or future domicile. 4.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties. 4.8 Continuing Obligations. The Confidential Information provided to the Proponent shall retain its confidential nature and the requirements of use and confidentiality shall su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rvive termination of this Agreement and the return of any Confidential Information. 4.9 Assignment. This Agreement may not be assigned or transferred in whole or in part by the Proponent without CMHC’s prior written consent. IN WITNESS WHEREOF this Agreement has been executed on the date first written above by the parties hereto under the hands of their duly authorized signing officers. PROPONENT [Confirm full legal name] Per: Name: Title: Per: Name: Title: CANADA MORTGAGE AND HOUSING CORPORATION Per: Name:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>er with any and all copies, negatives, or reproductions or derivative works in any media, promptly upon request of Disclosing Party or upon termination or completion of the Agreement. 3. Disclosing Party acknowledges that the Agreement does not apply to Information which: a. is at the time of its disclosure publ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>icly known through no wrongful act of Receiving Party; b. is known to Receiving Party at the time of disclosure; c. is independently developed by Receiving Party without use of Information; d. is rightfully received by Receiving Party from a third party without breach of the Agreement; e. is furnished to a third party by Disclosing Party without similar restrictions on the third party; f. is approved for disclosure by the written authorization of Disclosing Party; or g. is disclosed as required by judicial action after all reasonable legal recourse to maintain the confidentiality of Information has been exhausted. 4. Subject to Article 3 hereof, each Party receiving Information under the Agreement shall hold Information in confidence in accordance with the terms of the Agreement for a period of two (2) years from the date of receipt thereof. 5. Because of the trade secret subject matter of Entera's business, Disclosee agrees that it will not solicit the services of any of the employees of Entera during the term of this Agreement and for ninety (90) days thereafter. 6. This Agreement is effective until terminated in accordance with this Article. Either Party, upon two (2) days notice in writing to the other Party, may terminate the Agreement with respect to disclosures made thereafter. The rights and obligations of the Parties hereunder in respect of Information received under and subject to the Agreement shall survive such termination. 7. No license, express or implied, in Information is granted to the Receiving Party other than to use Information in the manner and to the extent authorized by the Agreement. 8. No Information submitted and/or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to infringement of trademarks, patents, copyrights or any right of privacy, or any rights of third persons. 9. Each Party acknowledges that the unauthorized disclosure or use by the Receiving Party of the Disclosing Party's proprietary and confidential Information will cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that the Disclosing Party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. 10. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and may be modified or amended only by a written document duly executed by authorized representatives of Entera and . IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument, subject to and governed by the laws of the state of California this nd day of , 2000. ENTERA, INC. " " 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|>l not prevent us from soliciting, on a confidential basis, indications of intent from selected third parties for the purchase of portions of the Company. For a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee. Standstill We agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. No Representation or Warranty Although the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information excep<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>al Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant. 5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or b. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: a. supervising those who provide Banking and Financial Services to Customers or Potential Customers; b. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee’s role to the Customer or Potential Customer; c. performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer. 6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s emplo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>yment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: c. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or d. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or e. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization. 7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6. 8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law. 9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>anization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)). 7. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party’s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party’s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is “backed-up” on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof. 8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company’s fiscal year ended January 28, 2012) will be held no ear<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lier than thirty-one days after the first anniversary of the Company’s 2011 annual stockholders meeting (with respect to the Company’s fiscal year ended January 29, 2011) and (b) to provide the Receiving Party a copy of the press release announcing the date of its 2012 annual meeting on the date such press release is publicly issued. 9. Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by its legal counsel is legally required to be disclosed and (d) if requested by the Company, cooperate with the Company in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed. 10. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. 11. Remedies. Each of the parties hereto acknowledges that in the event of any breach of the terms of this Agreement, the other party could not be made whole by monetary damages only. Accordingly, each of the parties hereto, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement. 12. Communications. Without the Company’s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall cause its Representatives not to) initiate, other than through the Company’s financial and legal advisors or such other persons, as designated by the Company in writing, any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible Tra<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT I, , an individual official, employee, consultant, or subcontractor of or to (the Authorized Entity), intending to be legally bound, hereby consent to the terms in this Agreement in consideration of my being granted conditional access to c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ertain information, specified below, that is owned by, produced by, or in the possession of the United States Government. (Signer will acknowledge the category or categories of information that he or she may have access to, and the signer’s willingness to comply with the standards for protection by placing his or her initials in front of the applicable category or categories.) Initials: Protected Critical Infrastructure Information (PCII) I attest that I am familiar with, and I will comply with all requirements of the PCII program set out in the Critical Infrastructure Information Act of 2002 (CII 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|> developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; (b) is in the public domain prior to disclosure by the Disclosing Party, or subsequently enters the public domain without breach of this Agreement by the Receiving Party; (c) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party or any of its employees or directors, without breach of this Agreement by the Receiving Party; (d) is hereafter furnished to the Receiving Party by a third party without breach by such third party of an obligation of confidentiality of which the Receiving Party is actually aware; or (e) is permitted to be disclosed by the prior written consent of the Disclosing Party. 4. The Receiving Party shall have the right to disclose Confidential Information to the extent required to be disclosed by applicable law, regulation or an order of a governmental agency, legislative body or court of competent jurisdiction; provided that the Receiving Party provides the Disclosing Party with prompt notice of such request or requirement, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. The Receiving Party will cooperate with the Disclosing Party (at the Disclosing Party’s sole expense) in order that the Disclosing Party may obtain a protective order. 5. The Disclosing Party represents and warrant<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s that it has the right to disclose the Confidential Information to the Receiving Party in accordance with this Agreement. However, disclosure by the Disclosing Party of Confidential Information does not constitute a warranty that the Confidential Information is accurate, complete, or adequate for the purposes contemplated by the Receiving Party. 6. The Parties agree that discussions and related information shared between the Parties will not be used as a basis to place AST or its members on notice (e.g., for purposes of willfulness, inducement or otherwise) of the patents and patent applications which are offered for sale. 7. The Confidential Information may only be used for the Purpose and may not be used to support a declaratory or other legal relief action related to the sharing of that Confidential Information. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from pursuing legal action against the other or third parties provided Confidential Information received pursuant to this Agreement is not used as the basis for such actions. 8. In the event that a Receiving Party becomes aware that Confidential Information of a Disclosing Party is inadvertently or accidentally disclosed by it, the Receiving Party shall notify the Disclosing Party in writing within five (5) working days of the discovery of such disclosure, and shall take all commercially reasonable precautions to avoid further dissemination of the Confidential Information that has been disclosed, as well as take any and all commercially reasonable precautions to prevent disclosure of any additional Confidential Information. 9. Where Confidential Information is provided by the Disclosing Party as physical embodiments, such physical embodiments will remain the property of the Disclosing Party. 10. All Confidential Information remains the property of the Disclosing Party and will not be copied or reproduced without the express written permission of the Disclosing Party, except for copies that are necessary in order to fulfill the Purpose. Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Party shall either return (to the Disclosing Party) or destroy all Confidential Information, together with any copies, accompanied by a letter executed by an authorized representative of the <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, othe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Represe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 whatsoever of the Confidential Information of the Disclosing Party other than as expressly contemplated by this Agreement or by any other written agreement executed after the date hereof, or All Confidential Information shall remain at all times the sole and exclusive property of the Disclosing Party and the Receivin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g Party shall acquire no rights in or to such Confidential Information by reason of its disclosure hereunder. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>amages of any kind or nature whatsoever (including but not limited to direct, indirect, special, incidental, punitive or consequential), losses of any kind or nature (including without limitation loss of revenues, profits, savings, business, data or records) or costs arising in any manner whatsoever (including arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought), directly or indirectly, from or out of any use whatsoever of Project IP or the research results of the Project. 5. DESIGNATED REPRESENTATIVES: Each party designates a representative for coordinating receipt, release and delivery of Confidential Information, which for McGill will be Intern AND Name of Academic Supervisor and/or Office of Sponsored Research representative and for Sponsor: Name of designated representative for Sponsor, or another individual(s) as the Party may designate in writing to the other Party. 6. REGULATORY COMPLIANCE: Each party must comply with all applicable laws, regulations and rules in its jurisdiction. 6.1 EXPORT CONTROL AND CONTROLLED GOODS COMPLIANCE: In the event that goods or information falling under Canadian or United States export control rules, controlled goods or arms regulations are required to be provided by the Sponsor to McGill, Academic Supervisor or Intern, Sponsor will so inform McGill in writing prior to any such disclosure, Sponsor shall not forward or provide any such information to McGill or Intern without the express written permission of McGill. The burden shall be on Sponsor to make it available only to eligible individuals as designated by McGill, or to obtain the appropriate license or a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>pproval from the relevant agency, or to invoke an available exception, exemption or exclusion. 6.2 In the event the Project research results or any data developed in the course of the Project constitute controlled goods under Canadian law, the Parties will cooperate so that the requirements of the law are met prior to disclosure of such results or data. 6.3 McGill shall have the right to terminate this Agreement under Section 13, "Term and Termination," if the disclosure of such information, under license or otherwise, would destroy McGill's ability to invoke the fundamental research exclusion with regard to the conduct or reporting of its research or McGill is unable to comply with the requirements of the Sponsor. 7. NON-DISCLOSURE: 7.1 Recipient must keep Confidential Information in confidence. Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of the Discloser. 7.2 The obligation to safeguard Confidential Information shall continue for a period of two (2) years from the date the internship/fellowship terminates or expires. 8. STANDARD OF CARE: Recipient agrees to protect the Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. Recipient must notify Discloser promptly upon discovery that any Confidential Information has been accessed or otherwise acquired by or disclosed to an unauthorized person. 9. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control. Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement. 10. NO LICENCE OR OTHER RIGHTS: In respect of Background IP no right or license whatsoever, expressed or implied, is granted by McGill to Intern or Sponsor pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to McGill. No legal obligations, rights, relationship or duties shall be construe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>University of Arkansas at Little Rock STANDARD NON-DISCLOSURE AGREEMENT This Agreement is effective (//) between (hereinafter “Recipient”) with its principal place of business at this address and the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas at Little Rock (hereinafter “University”), a not-for-profit educational institution formed under the laws of the State of Arkansas, with offices at 2801 S. University Ave, Little Rock AR, 72204. The parties agree as follows: Article 1. Confidential Information is defined as any information, whether written or verbal, of either party hereto, (Disclosing Party) which is disclosed to or observed by the other party (Receiving Party) in connection with or as a result of the evaluation of any possible transaction between the University of Arkansas at Little Rock and and which is, at the time of disclosure, marked as being Confidential or Proprietary, or is reasonably identifiable as confidential, proprietary information of the Disclosing Party pertaining to information in the areas of (subject matter): . Such Confidential Information may include, but is not limited to, business plans, forecasts, content, processes, projections or analysis, software, hardware, product, or system designs, specifications, documentation, code, structure, or protocols. Confidential Information that is disclosed verbally will also be included as proprietary. 2. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party agrees to retain the Confidential Information in confidence and shall not copy or disclose the Confidential Information to or use the Confidential Information for the benefit of any third party. Confidential Information shall only be disclosed to the Receiving Party’s employees and, even then, only to the extent that such employees have a specific need to know of the Confidential information, for the evaluation of the proposed transaction. Before receiving any part of the Confidential Information, Receiving Party’s employees shall be required to read this Non-disclosure Agreement and, by receiving such Confidential Information, such employee shall acknowledge and agree to abide by the Receiving Party’s obligations hereunder. 3. Notwithstanding any other provisions of the Agreement, each party acknowledges that Confidential Information shall not include any information which: a. was known to the Receiving Party prior to the disclosure hereunder; b. was received from a third party not under an obligation of confidence to Receiving Party; c. is in the public domain at the time of disclosure hereunder or subsequently entered in the public domain without the fault of the Receiving Party; d. has been independently developed by an employee of the Receiving Party that has not had access directly or indirectly to Confidential Information, and Receiving Party can substantiate any claim of independ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ent development by written evidence; or e. is required to be disclosed by law, provided however that the Receiving Party shall give immediate notice of any such request for disclosure and cooperate with the Disclosing Party in its efforts to obtain a protective order or other protection from the requirement or consequences of disclosure. 4. Either party will be relieved of its obligation hereunder it, and to the extent, that Confidential Information is explicitly approved for release by written authorization of the Disclosing Party. 5. Each party shall agree upon the request of the Disclosing Party to return to the Disclosing Party all Confidential Information and supporting documentation provided to the Receiving Party. One copy of such documentation shall be retained by Receiving Party for archival/legal purposes. 6. No license, express or implied, in the Confidential Information is granted to either party other than to use the information in the manner and to the extent authorized by this Agreement. Each Party shall retain the title and full ownership rights to their respective “Confidential Information”. 7. This Agreement shall be governed, construed, and interpreted by the laws of the State of Arkansas without reference to its choice of laws principles. 8. This Non-disclosure Agreement is effective on the date specified in the Caption of the Agreement and will remain in effect for a period of five (5) years. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. Recipient University of Arkansas at Little Rock 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|> disclosure by Recipient in violation of this Agreement, (b) was known or available to Recipient prior to disclosure pursuant hereto, (c) was independently developed by Recipient without reference to the Confidential Information disclosed to it pursuant hereto, or (d) in the future is received from a third party who, to the knowledge of Recipient at the time of disclosure, is under no obligation of confidentiality with respect thereto. 8. Recipient hereby further agrees that, in the event of its breach or threatened breach of this Agreement, the Disclosing Party would suffer irreparable harm and the Disclosing Party’s remedies shall include, in addition to any other remedies available at law or in equity, equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages. Specifically, the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation. 9. Nothing contained in this Agreement shall be construed as granting or conferring any rights by way of license or otherwise in or to any Confidential Information disclosed pursuant hereto. The disclosure or receipt of information pursuant hereto in no way obligates eithe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r Party to agree to any business transaction, whether or not relating to the Purpose. 10. Neither Party may assign, transfer or sell any of its rights under this Agreement, or delegate any of its obligations hereunder without the prior written consent of the other Party. Each Party understands and agrees that no failure or delay by the other in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any waiver in any instance constitute a waiver with respect to any other instance. 11. Upon request of the Disclosing Party (which request may be made at any time upon reasonable notice), Recipient will destroy (or, if stored electronically, purge) or deliver to the Disclosing Party all copies of written Confidential Information (except for that portion of the Confidential Information that may be found in analysis, compilation, or other documents prepared by Recipient) in Recipient’s possession. That portion of the Confidential Information that may be found in analysis, compilations and other documents prepared by Recipient will continue to be subject to the terms of this Agreement or shall be destroyed (or, if stored electronically, purged). Notwithstanding the foregoing, Recipient may retain copies of Confidential Information that it reasonably believes it is required to retain under applicable laws, banking regulations and internal policies of which relate to any services provided to the Disclosing Party. This Agreement shall terminate upon the earliest of (i) one (1) year from the date hereof, (ii) the date all Confidential Information is destroyed by Recipient or returned to the Disclosing Party, or (iii) upon the closing of any transaction between Recipient and the Disclosing Party for credit accommodations or banking services, at which time duties of confidentiality shall be determined by the transaction agreements and applicable law. 12. If any provision of this Agreement is determined to be in violation of applicable law, then such provision shall be void and the other provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entir<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a compan<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> and (b) notify the third person that the information is the Confidential Information of NostraData. 5 Reverse engineering, decompilation and re-identification The Confidant must not reverse engineer or decompile any software included in any Confidential Information, or make any unauthorised copies of any Confidential Information. The Confidant must not attempt to re-identify any personal information that has been de-identified in the Confidential Information. 6 Indemnity As the disclosure of the Confidential Information may cause irreparable harm to the business of NostraData, the Confidant hereby undertakes to indemnify, and to keep indemnified, NostraData against all claims, losses or liabilities (including in pa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rticular damages, reasonable legal and professional costs, penalties and expenses) which may be suffered or incurred by NostraData arising out of or in connection with a breach of this deed by the Confidant. 7 Acknowledgement Notwithstanding clause 6, the 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 …………………………………………………………………………………………………………………… 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|>ve been duly given or made (i) upon receipt when delivered by hand or sent by overnight delivery by a nationally recognized private courier, (ii) upon receipt for notices delivered by facsimile or (iii) three (3) business days after being mailed, first class, certified mail, return receipt requested, with postage prepaid: 13.1 If to the Selling Shareholder, to: [Insert address] with a required copy to: Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, California 94111 Attention: Tracy Edmonson, Esquire Telecopier: 415-395-8095 or to such other person or address as any of the Selling Shareholder shall furnish to Dollar Tree. 13.2 If to Dollar Tree to: Dollar Tree Stores, Inc. 500 Volvo Parkway Chesapeake, Virginia 23320 Attention: Mr. H. Ray Compton Telecopier: 757-321-5111 in each case with a required copy to: William A. Old, Jr., Esquire Hofheimer Nusbaum, P.C. 1700 Dominion Tower 999 Waterside Drive Norfolk, Virginia 23510 Telecopier: 757-629-0660 or to such other person or address as Dollar Tree shall furnish to the Selling Shareholder. 14. ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and any subsidiaries of Dollar Tree and their respective heirs, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. 15. GOVERNING LAW. While Selling Shareholder is a resident of California, the Agreement shall be governed by the internal laws of the State of California, and the Courts of the State of California and the United States District Court for the Eastern District of California shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency, this Agreement shall be governed by the internal laws of the Commonwealth of Virginia, and the Circuit Court of the City of Norfolk and the United States District Court, Eastern District of Virginia, Norfolk Division, shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. The parties hereby consent to the jurisdiction of such courts. 16. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which toge<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther shall constitute one and the same instrument. Dollar Tree and Selling Shareholder agree that at least two (2) completely executed counterparts of this Agreement shall be delivered to Dollar Tree and at least two (2) completely executed counterparts of this Agreement shall be delivered to Selling Shareholder. 17. HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 18. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties. 19. CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word "including" shall mean including without limitation. 20. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed as giving any person, firm, corporation, or other entity, other than the parties who are signatory hereto and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement under their hand and seal as of the date first hereinabove set forth. ------------------------------ [Name] Selling Shareholder DOLLAR TREE STORES, INC. By ------------------------- Name: Title: DOLLAR TREE WEST, INC. By ------------------------- Name: Title: State of City/County of The foregoing instrument was acknowledged before me this day of , 1998, by as Selling Shareholder. ------------------------------------- Notary Public My commission expires: Commonwealth of Virginia City of The foregoing instrument was acknowledged before me this day of , 1998, by as the of Dollar Tree Stores, Inc., a Virginia corporation, on behalf of such corporation, and as the of Dollar Tree West, Inc., a <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 CONFIDENTIAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT (the “Agreement”) made the [DAY] (*) day of [MONTH], [YEAR]. BETWEEN: Prof. [PROFESSOR NAME] of Carleton University’s [NAME OF DEPARTMENT], an individual having an office at 1125 Colonel By Drive, Ottawa, ON, K1S 5B6. (hereinafter referred to as “Investigator”) And: [COMPANY NAME] a corporation under the laws of [JURISDICTION] with a place of business at [COMPANY ADDRESS] (hereinafter referred to as the “Company”) (individually Carleton and the Company are each a “Party” and collectively, the “Parties”) WHEREAS Prof. [PROFESSOR NAME] of Carleton University’s [NAME OF DEPARTMENT], and the Company each have proprietary knowledge and information relating to [DESCRIBE INFORMATION]; WHEREAS the Parities which to enter into discussions to evaluate their mutual interest in pursuing a business relations for [DESCRIBE PURPOSE] (the “Purpose”); WHEREAS during the said discussions either Party may disclose to the other certain information deemed to be confidential in nature; and WHEREAS the Parties wish to establish their respective rights and obligations with respect to such information. NOW THEREFORE, inconsideration of the foregoing and the mutual obligations and undertakings set forth below, the Parties hereto agree as follows: 1. The Preamble forms an integral part of this Agreement. 2. Definitions: (a) “Confidential Information” means the information relating to the Purpose provided by one Party to the other Party and clearly marked “CONFIDENTIAL” or if related orally or visually, identified as “CONFIDENTIAL” at the time of disclosure. Confidential Information includes, but is not limited to, formulations, know-how, manufacturing processes, inventions, products, processes, techniques, compositions, compounds, plans, practices, drawings, prototypes, recordings, instructions, manuals, papers or other materials in whatever form or nature; (b) “Provider” means, as appropriate, the Party providing Confidential Information to the other Party; and (c) “Recipient” means, as appropriate, the Party receiving Confidential Information to the other Party. 3. Recipient shall for a period of [NUMBER] (*) years from the date of this Agreement keep in strict confidence and not disclose to any third party any Confidential Information received from Provider prior to and during the term of this Agreement. Obligations of confidentiality will not apply to information that: (a) at the time of disclosure is published or is otherwise in the public domain; or (b) after the disclosure becomes part of the public domain; or (c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or (d) is developed independently by Recipient without reference to Confidential Information; or (e) Recipient is required by law to disclose, provided the Recipient shall, where possible, so advise Provider in advance of such disclosure so as to allow Provider an opportunity to challenge such disclosure. 4. Recipient agrees not to use the Confidential Information in any manner whatsoever, directly or indirectly, and Recipient will not make use of such Confidential Information for any purpose, within or outside of its business, other than in connection with the Purpose. Recipient agrees, prior to the termination of this Agreement, to provide the Provider with all work products incorporating or derived therefrom or written confirmation of their destruction. 5. Recipient may disclose the Confidential Information only to such of its employees who have a need to know such information for the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Purpose and according to the terms and conditions contained herein. Recipient shall ensure that its employees are fully aware of the confidential nature of the Confidential Information and of the obligations of confidentiality owed to the Provider. Recipient agrees to protect the Provider’s Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. 6. This Agreement is effective as of the date first above written and shall remain in full force and effect until [DATE] (*), unless terminated earlier by either Party. Either Party may terminate this Agreement for any reason upon sixty (60) days written notice to the other Party. The rights and obligations of the Parties under paragraphs 3 and 4 of this Agreement shall continue beyond termination. 7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>laims, liabilities, damages, costs, charges and expenses which the Disclosing Party, its directors, officers, employees, advisers and agents (or any of them) may suffer or incur in connection with or arising out of any breach by the Recipient or by any other person to whom the Recipient has disclosed or given access to any part of the Information, of any of the provisions of this agreement. 12. Should any provision of this agreement become illegal or void for any reason, the validity of the remaining provision shall not be affected and the Recipient shall enter into negotiations in good faith with the Disclosing Party to find a replacement for the provision which is of similar economic effect to both parties. 13. No forbearance or failure by the Disclosing Party to exercise or assert or claim any right or entitlement hereunder shall be construed (in the absence of a written agreement to waive or a written confirmation of a past waiver) as a waiver of that right or entitlement. No waiver of any breach of any term of this agreement shall (unless expressly agreed in writing by the Disclosing Party) be construed as a waiver of a future breach of the same term or as authorising a continuation of a particular breach. 14. The Recipient recognises and acknowledges the Disclosing Party’s representation of the competitive value and confidential nature of the Information and Materials and that any use or disclosure of the Information or Materials other than as expressly authorised by this agreement will be detrimental to the Disclosing Party, and may result in the Disclosing Party suffering substantial and irreparable loss and damage. Without affecting any other rights or remedies that any party may have, the Recipient acknowledges and agrees that due to the character of the Information to be made available hereunder, damages would not be an adequate remedy for any breach by it or any of its directors, officers, employees, agents or advisers of the provisions of this agreement, and that the Disclosing Party will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement by the Recipient or any of its directors, officers, employees, agents or advisers and that no proof of special damage or special damages shall be necessary for the enforcement of this agreement. Nothing contained in this paragraph shall, however, be construed as a waiver by the Disclosing Party of any other rights, including without limitation, rights for damages. 15. The Recipient acknowledges and agrees that its obligations under this agreeme<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt shall be continuing and, in particular, they shall survive the termination of this Agreement and shall not be affected by any discussions between the Recipient and the Disclosing Party regarding the Information or Materials. 16. The Disclosing Party retains sole ownership and title to the Information and Materials at all times. The Recipient shall keep the Materials free of liens, attachments, and other encumbrances. 17. The provisions contained in this letter shall be governed by and construed in accordance with English law and each of the parties hereto submits to the exclusive jurisdiction of the English courts in relation hereto. 18. The Parties agree that the Buyers have either (i) had access to the Vendor’s key personnel or (ii) may have access to the Vendor’s key personnel in the course of this transaction ( “Key Personnel” being those employees who have senior or strategic positions within the Target). The Buyers agree that they will not (collectively or individually and/ or either directly or indirectly) solicit the employment or engagement or attempt to solicit the employment or engagement of the Key Personnel or otherwise employ or engage any of the Vendors Key Personnel (other than in the Target or otherwise following the successful acquisition of the Target) in any capacity whatsoever for 12 months following the date of this letter or the date on which the proposed acquisition is aborted (whichever is the latter). 19. In default of any of the above obligations and stipulations, the Buyers shall immediately forfeit a fine payable to the Vendor, without a warning or notice of default being required, to the amount of 250,000 Euro without prejudice to the Buyers' obligation to compensate the Vendor fully for damages sustained. Note this penalty clause may not be enforceable in all jurisdictions. IN WITNESS WHEREOF the parties hereto have executed this document the day and yea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nction against any breach, threatened breach or attempted breach of this Agreement, in addition to any other remedies that may be available at law, including without limitation, the recovery of expenses, costs and attorney’s fees arising out of such breach, threatened breach or attempted breach. 6. Return of "Confidential Information": All Confidential Information shall be returned to the disclosing Parties promptly upon written request or, at the election of the disclosing Party, the Party that received the Confidential Information shall certify said information has been destroyed and is no longer useable in any format. 7. Securities: Parties hereby acknowledge, covenant and agree that they are aware that United States securities laws may prohibit any person who has material, non-public information about a company (including a Party) from purchasing or selling, directly or indirectly, securities of a company (including the Parties), 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. 8. Prohibition of Disclosure: Neither Party hereto shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representation in court pleadings, except as required by law, the discussions that gave rise to this Agreement, the discussions or negotiations covered by this Agreement, this Agreement or the Confidential Information provided pursuant to this Agreement, without first obtaining the prior written consent of the other Party. 9. Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual written Agreement. Each Party’s obligations with respect to the Confidential Information, including but not limited to, sections 2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party. 10. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby submit to the exclusive personal and su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>bject matter jurisdiction of the State and Federal Courts situated in the Borough of Manhattan, New York, New York. 11. Waiver: No failure by either Party to exercise any rights arising from default by the other Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other shall constitute a waiver of any later breach of covenant. 12. Counterparts: This Agreement may be executed in two signed copies, each of which when taken together shall be deemed but one original. 13. Severability: The validity or unenforceability of any provision or provisions of this Agreement shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. 14. Entire Agreement; Amendment: This Agreement contains the entire understandings between and among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment to this Agreement shall be valid unless set forth in writing and signed by both Parties. 15. Notices: All notices required or permitted hereunder shall be in writing and shall be sent by nationally recognized overnight courier service, or by registered or certified mail, to the addresses stated in the heading of this Agreement. Unless otherwise specified, notices shall be deemed given when the return receipt is received. 16. Non-solicitation/Non-circumvention. iPass understands, acknowledges and agrees, AS A MATERIAL INDUCEMENT FOR TEUM TO MAKE AND ENTER INTO THIS AGREEMENT, that with respect to any customer or prospective customer opportunities that are identified by TEUM (collectively, the “TEUM Leads”) to iPass, that iPass shall not negotiate directly or indirectly solicit or otherwise attempt to cause the TEUM Leads enter into any form of agreement with iPass without the consent of TEUM, which consent may be given or withheld in TEUM’s sole discretion. In addition to the foregoing, and without limitation thereof, iPass shall not circumvent or otherwise engage in any form of direct or indirect communications with any TEUM Leads without the prior written approval of TEUM, which approval may be given or withheld in TEUM’s sole discretion. [REMAINDER OF PAGE LEFT BLANK. SIGNATURES ON FOLLOWING PAGE.] [SIGNATURE PAGE TO NON-DISCLOSURE AGREEMENT] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above. Pareteum Corporation iPass: /s/ Denis McCarthy /s/ Darin Vickery Name: Denis McCarthy Name: Darin VIckery Title: SVP Corporate Developement Title: CFO Date: February 15, 2018 Date: December 20, 2017 Email: ............................................<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> The companies and Individuals whose names are set out in the attached schedule (the “Buyer”). Together the “Parties”. WHEREAS: (1) The Buyer is proposing to purchase a company from the Vendor (the “Target”). (2) The Parties wish to exchange information to facilitate this. (3) After an initial investigation period the Parties intend to enter into a letter of intent and, in time, a formal Sale and Purchase Agreement. It is AGREED: 1. For the purposes of this agreement: (a) “Disclosing Party” means the party disclosing any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Disclosing Party (b) “Recipient” means the party receiving any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Recipient. (c) “Materials” means media of any nature on which information is stored or represented; (d) “Information” means: (i) Disclosing Party’s non-public information and material of whatever nature relating to the Disclosing Party’s activities, undertakings, technology, know-how, intellectual property, assets, positions, strategy and products (including without limitation information relating to management, financial, mar<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>keting, commercial, technical and other arrangements of the Disclosing Party and the affairs of its clients, current, former or prospective customers and suppliers) and/or the Materials which is obtained by the Recipient or any Designated Person as a result or in consequence of access to or inspection of the Materials by the Recipient or any Designated Person or which is provided to the Recipient or any Designated Person either in writing or in pictorial or machine-readable form or orally from or pursuant to discussions with the management, employees or officers of the Disclosing Party, or any agent, contractor or adviser to the Disclosing Party; (ii) any reports, analyses, data, plans, compilations, studies and other documents prepared by the Recipient, its employees, agents or advisers which contains or otherwise reflects or are generated from any such information as is specified in paragraph (i) above and the contents thereof; (iii) the contents of this agreement. 2. In consideration of Information being made accessible or available to the Recipient or to any of the Recipient’s directors, officers, employees, advisers or agents, the Recipient undertakes to the Disclosing Party as follows: 3. The Recipient will use the Information only for the purpose of collaboration or trade with the Disclosing Party and shall not otherwise use or exploit any of the information for its own or any other person’s gain, benefit or purpose and, in particular but without limitation, it will not use any of the Information for commercial or competitive purposes. 4. The Recipient will not (directly or indirectly) at any time, without the Disclosing Party’s prior written consent, disclose or reveal or permit access to the Information, in whole or in part, to any person other than its employees and agents with a need to know in connection with the performance of the collaboration or trade with the Disclosing Party. 5. 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|>[By clicking "I Accept" at the bottom of this Declaration, the Applicant acknowledges, understands, agrees with and signs the below Non-Disclosure Declaration on the registration of Registered Reporting Mechanism (the ‘’RRM’’).] NON DISCLOSURE DECLARATION on the registration of Registered Reporting Mechanism (the ‘’RRM’’) in line with the Commission Implementing Regulation (EU) No 1348/2014 (‘’Declaration’’) Given that the undersigned applicant [Organisation Name], represented for the purpose of signature of this Declaration by [Name Surname] (the "Applicant"), has the intention to register as the RRM, the Agency for the Cooperation of Energy Regulators (the ‘Agency’), for that purpose, will make certain confidential information, as defined below, available to the Applicant. As a condition to, and in consideration of, the Agency's furnishing of confidential information to the Applicant, the Applicant agrees to the undertakings contained in this Declaration. The Applicant agrees that all information disclosed by the Agency to the Applicant by means of a document ‘’Technical Specifications for RRMs’’, including its future amendments, and other documents relating to the RRM registration and data submission shall be considered as confidential (altogether the ‘Confidential Information’). The Confidential Information relates to (without limitation) the Agency’s technical data, actual and anticipated developments or products, know-how, software, hardware, processes, architectures, concepts, ideas, designs, drawings, personnel, financial information, computer programs, studies, work in progress, visual demonstrations, and other data, whether written, graphic, or electronic form. The Applicant agrees moreover: • to use the Confidential Information solely for the purpose of the RRM registration ; • to use all possible means to maintain this Confidential Information in strict confidence and at least those measures that it employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care; • to disclose this information only to the Applicant's employees or particular employees of subcontractors who are required to have the information for the purpose of the Applicant’s registration as RRM, and have previously signed an agreement in content similar to the provisions thereof; • to oblige all employees receiving access to the Confidential Information not to disclose it to anyone and not to make any copies of it; • to immediately notify in writing the Agency in the event of any unauthorised use or disclosure of the Confidential Information. The Applicant shall not use for its own purposes, reverse engineer, disassemble, decompile or copy any software or other objects which embody the Confidential Information, nor transmit, directly or indirectly, any Confidential Information. All Confidential<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Information remain the property of the Agency and no license or other rights in the Confidential Information are granted hereby, except as expressly provided above. The Applicant's obligations hereunder shall survive until all information in the Confidential Information hereunder becomes publicly known. The Applicant hereby acknowledges that unauthorised disclosure or use of the Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Applicant agrees that the Agency shall have the right to seek and obtain immediate injunctive relief or an equivalent measure before the competent court, in addition to any other rights and remedies it may have. The Declaration shall be governed by Union law, complemented, where necessary, by the law of Slovenia. Any dispute between the Agency and the Applicant in relation to the interpretation, application or validity of this Declaration which cannot be settled amicably shall be brought before the courts of Ljubljana. This Declaration shall bind and inure to the benefit of the Agency and Applicant and their successors and assigns. ["I Accept"]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ch device is owned by Employee. Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, and will continue to engage, in the manufacture and sale of medical devices (the “Medical Device Business”) utilizing processes, know-how and precision machining substantially similar to those utilized by the Company in connection with the Autocam Business. The Company agrees that nothing contained herein shall in any way limit Kennedy’s ability to engage in the Medical <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Device Business or to utilize such processes, know-how and precision machining in connection with such Medical Device Business. 7. General. (a) With respect to the covenants and representations set forth in Sections 1, 2, and 3 of this Agreement, the “Company” shall include (i) any corporation, partnership, limited liability company, or other business entity of which an aggregate of 50% or more of the outstanding voting stock, membership interests, or other ownership interests are at any time directly or indirectly owned by the Company, (ii) Autocam, and (iii) the Subsidiaries. (b) This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the state of Delaware, without regard to the choice or conflict of law rules of such state. (c) In the event any suit or proceeding against Kennedy to enforce any of the provisions of this Agreement or on account of any damages sustained (or alleged to have been sustained) is brought by the Company by reason of Kennedy’s violation or alleged violation of any of the provisions of this Agreement, the parties agree that, in addition to other costs and damages, all reasonable costs and attorneys’ fees incurred by the party prevailing in such action shall be paid by the other party. (d) This Agreement shall be effective as of the Closing Date of the Merger. If the Closing does not occur, this Agreement shall be void and of no further force and effect and there shall be no liability on the part of any party hereto, except that the provisions of Section 2 shall survive. The duties and obligations of Kennedy, with respect to any rights accruing to Company under this Agreement during the term of the Restricted Period and thereafter, shall survive any termination of the Restricted Period. (e) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege h<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>to be disclosed; provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. 2. Non-Disclosure of Negotiations or Agreements. Except as required by law, neither PictureTel, Polycom nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without obtaining the prior written consent of the other party. The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or other entity or individual. 3. Ownership of Confidential Information. Each party shall keep a reasonable record of the Confidential Information received by it and the location of such Confidential Information. All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder. Each party will keep a record of each person, other than its Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the requirements of this Agreement. Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access to the other party and/or the Confidential Information. 4. Information Not Deemed Confidential Information. The term "Confidential Information" does not include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party by or on behalf of the delivering party, provided that the person providing suc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>h information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation. 5. No Warranty. Neither PictureTel, Polycom nor any of their respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect. 6. No Agreement. Unless a definitive agreement regarding a Transaction between PictureTel and Polycom has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time. Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such other provision) and explicitly make such waiver or amendment. 7. Non Solicitation. Unless a Transaction is consummated, each party agrees that, for a period of eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party. It is expressly understood that this Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted or directed only to the President or Chief Financial Officer of the other party. Without the prior written consent of the President of the other party, neither party nor its Representatives will initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction. 8. Non-Public Information. PictureTel has outstanding publicly-held securities and the Confidential Information contains material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securit<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>eiving Company agrees that equitable relief is not exclusive of other remedies to which Owner may be entitled at law or in equity. The Receiving Company further agrees to waive, and cause its Representatives to waive, any requirement for securing or posting any bond in connection with the pursuit of any such remedy. 9. No Obligation to Consummate Transaction. Nothing in this Agreement shall in any manner obligate either Party to proceed with the Transaction, whether on the terms suggested by the Receiving Company, or on any other terms. The Receiving Company acknowledges and agrees that Owner, in its sole and absolute discretion, (a) is free to explore other potential opportunities that may lead to a possible Transaction with another party with respect to the Properties, (b) may change the procedures relating to its consideration of a Transaction involving the Properties at any time without prior notice, (c) may reject any and all proposals made by the Receiving Company with respect to a possible Transaction, (d) may terminate discussions with the Receiving Company at any time and for any reason, and (e) will have no obligation or liability to the Receiving Company with regard to a possible Transaction or any negotiations relating to a possible Transaction by virtue of this Agreement or otherwise, unless and until, and only in the event that, a definitive agreement has been executed by the Parties with respect to the Transaction. Accordingly, Owner may elect at any time to terminate further access to and review of the Confidential Information, at which time the obligations of the Receiving Company contained in Section 6 above shall be applicable. The Receiving Company’s obligation to maintain the Confidential Information confidential as provided in this Agreement shall survive any decision by Owner not to proceed with the Transaction, or to proceed with a party other than the Receiving Company. 10. Access to Employees. The Receiving Company agrees <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>that, unless otherwise instructed by Owner, all communications with Owner regarding the proposed Transaction, including requests for additional information from Owner in connection with the Transaction, requests for facility tours or management meetings with Owner in connection with the Transaction and discussions with or questions for Owner regarding procedures, will be submitted or directed only to BMO Capital Markets Corp. and not to Owner or any of its other Representatives. 11. No Solicitation. Until the expiration of one year from the Effective Date, or until the execution of a definitive agreement between the Parties regarding a Transaction that addresses solicitation of employees, whichever is earlier, the Receiving Company shall not, and shall cause its Affiliates not to, (a) directly or indirectly recruit (including as a director or consultant), solicit (including by contracting through an independent contractor, consultant or other third party) or otherwise induce any director, officer, employee or consultant of Owner or its Affiliates to terminate his or her directorship, employment or consultancy, as the case may be, or (b) hire or assist another person or entity in hiring or engaging as a consultant any officer, employee or consultant of Owner or its Affiliates. The Receiving Company is not restricted from hiring officers or employees of Owner or its Affiliates who respond to public advertisements for job openings. 12. No Joint Venture. This Agreement is not intended to and shall not create a partnership, joint venture, or any other business combination between the Parties. 13. Notices. Any communications between the Parties or notices or requests in connection with this Agreement may be given by mailing the same, postage prepaid, or sending the same by electronic mail (“email”) transmission (provided that receipt of such email is requested and received, excluding automatic receipts) to each Party at its address shown below, or to such other addresses as either Party may in writing hereafter indicate. Notices shall be effective only when received. If to Owner: QEP Energy Company 1050 17th Street, Suite 800 Denver, Colorado 80265 Attention: Chris Woosley, Senior Vice President and General Counsel Email: [email protected] If to the Receiving Company: Attention: Email: 14. Term. Notwithstanding any other provision of this Agreement to the contrary, this Agreement 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|>any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full for<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ce upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements. 13. Amendments 13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto. 14. Assignment 14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void. 15. Entire Agreement 15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town. Provider Corporation Name Signature (I have authority to bind the Corporation) Name Title Date The Corporation of The Town of The Blue Mountains Ruth Prince, Director of Finance and IT Services 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|>ich the Recipient already had access without breach of law before the Information was disclosed to him by the Discloser, and finally not to such information which the Recipient was eligible to obtain from a third party. The Recipient bears the burden of proof. Nothing in this non-disclosure agreement will prevent the Recipient from making any disclosure of the Information required by law or by any competent authority. In such case the Recipient undertakes to inform the Discloser without delay of his obligation to disclose, will cooperate upon request of the Discloser and at own expenses on the defense against the obligation to disclose and will fulfil this obligation only to such extent as required by law. 3. Upon request of the Discloser the Recipient will return all Information including all copies and records or delete electronically stored data – also in the framework of a back-up, provided this does not involve disproportionate expenditure, whereby the Discloser shall be provided proof of the deletion. 4. There is mutual consent that this agreement cannot be interpreted in such a way that the Contract Partners grant each other a license for imparted know-how, inventions, and patents, or undertake to grant each other a license, grant other rights to intellectual property in connection with the Information. This agreement does not bind the Contract Partners in any service-, works-, broker-, joint venture- or company agreement. 5. This Discloser shall not be liable for damage of any kind arising from the transfer or use of the Information; in particular, the Discloser is not responsible for the Information injuring the rights of third parties. The Discloser is not responsible for the completeness, correctness, or usability of the Information. 6. An assignment of the rights arising from this agreement is not permitted. There is mutual agreement, however, that the rights granted in this agreement are due to the customer of the Discloser within the framework of an agreement in favor of a third party. 7. This agreement is not a preliminary agreement and does not <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>oblige either of the Contract Partners to enter into further contract negotiations or conclude a further-reaching contract. This agreement does not justify any further pre-contractual obligations. 8. The Contract Partners agree that there is no adequate legal protection against any injury arising from this agreement due to the special nature of the Information to be kept secret. Any injury to the non-disclosure obligation would lead to irreparable damage to the Discloser. The Recipient therefore undertakes to inform the Discloser without delay as soon as has gained such knowledge himself of any unpermitted disclosure or unpermitted use as laid down in this agreement of any Information. 9. This agreement comes into effect upon signing by both Contract Partners and applies to Information which has already been exchanged within the framework of the Purpose of Exchange. The agreement shall be valid for a fixed period of five years after the end of an individual Project or from the date of last disclosure. The non-disclosure obligation shall continue to apply upon termination of the agreement for the Information exchanged within the agreement. 10. Each Contract Partner alone bears any costs arising in conjunction with this agreement and the Information. 11. Amendments or modifications to this agreement require the written form. This also applies to an amendment or modification of this requirement of the written form. 12. German law is applicable to this agreement. The court of jurisdiction for any disputes arising from or in the broadest sense in connection with this agreement as far as this is legally permissible. The Discloser has the right to take legal actions arising directly or indirectly out of this Non-discloser agreement against Contract Partner a court with jurisdiction at Discloser’s discretion. 13. Should any individual provisions of this agreement be or become invalid, this will not affect the remaining terms of this agreement. By means of (supplementary) interpretation the rules shall apply that correspond best to the economic purpose of the provision that has become invalid. If the interpretation is excluded for legal reasons, the Contract Partners undertake to make additional agreements. This also applies in the event of any gap arising and that must be filled upon implementation or interpretation of the agreement. Supplier: Name of the Company: Address: Responsible Person: Place, Date, 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|>. COPIES 5.1 The receiving Party shall acquire no proprietary interest in or right to the Confidential Information supplied to it by the disclosing Party. 5.1.1 The receiving Party may only make such copies of Confidential Information as are expressly authorised by the disclosing Party for the Permitted Purpose and for disclosures that are not in breach of this Agreement. The receiving Party will clearly label all copies of Confidential Information as confidential. 5.2 If the disclosing Party so requests in writing, the receiving Party shall immediately:- 5.2.1 return all Confidential Information including copies to the disclosing Party; and 5.2.2 destroy or permanently erase all copies made by the receiving Party and procure that anyone to whom the receiving Party has supplied copies destroys or permanently erases such copies and any further copies made by them. 6. GENERAL 6.1 Each Party shall indemnify and hold harmless the other Party against all loss, damage and expense (including legal expenses) whatsoever and howsoever arising out of or in connection with any breach by the first Party or its employees of this Agreement. 6.2 Each Party acknowledges and agrees that damages alone may not be an adequate remedy for a breach of this Agreement and that each Party shall be entitled to an order for injunctive relief in the event of any actual, threatened or anticipated breach of this Agreement by the other Party. 6.3 Nothing in this Agreement or its operation shall constitute an obligation on either Party to enter into any proposed joint venture, consortium or partnership or pursue any commercial arrangement with the other Party. 7. GOVERNING LAW 7.1 No amendments, changes or modifications to this Agreement shall be valid except if the same are agreed in writing and signed by a duly authorised representative or each of the Parties hereto. 7.2 This Agreement comprises the f<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ull and complete agreement of the Parties hereto with respect to the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties relating to the Confidential Information whether oral, express or implied. 7.3 This Agreement shall be governed by and construed in accordance with the Laws of England and Wales. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England to settle any dispute that arises out of or in connection with this Agreement. IN WITNESS whereof the Parties have entered into this Agreement on the date stated at the beginning. ………………………………………….......... Authorised signatory for and on behalf of AECOM Limited (Signed) ………………………………………….......... (Name) ………………………………………….......... (Position) ………………………………………….......... (Signed) ………………………………………….......... (Name) ………………………………………….......... (Position) Authorised signatory for and on behalf of<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>1. The term “Confidential Information” shall include: (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; 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|>Data Use and Non-Disclosure Agreement Concerning the Disclosure of Data for MICHIGAN’S TRAUMA REGISTRY The parties to this Agreement are the Michigan Department of Health and Human Services and (Reporting Entity). This Agreement is effective when the authorized representatives of each party have signed it. In accordance with this Agreement, data are provided by the Reporting Entity to the Michigan Department of Health and Human Services (MDHHS) for the Michigan Trauma Registry. The parties agree to the provisions specified in this Agreement and, as applicable, the Health Insurance Portability and Accountability Act (HIPAA), the Michigan Identity Theft Protection Act, and all other applicable public health, research, and confidentiality laws. The data elements to be provided to MDHHS under this Agreement will be consistent with the required element designated by MDHHS and as identified in the Michigan Administrative Code R. 325.125 et. seq. The data provided to MDHHS will be used only for purposes of the Michigan Trauma Registry, consistent with Part 209 of the Public Health Code and the Michigan Administrative Code R 325.125 through 325.138. Data in the Michigan Trauma Registry will be disclosed to Regional Trauma Networks through access to the Michigan Trauma Registry database. Individuals granted access to the Michigan Trauma Registry database will be required to execute user agreements with MDHHS. With regard to the data disclosed to MDHHS under this Agreement, the MDHHS agrees to: 1. Use and disclose the data only in accordance with this Agreement, or as otherwise authorized by law; 2. Notify Reporting Entity within a reasonable time prior to disclosing data that is required by law so that Reporting Entity may have an opportunity to object to such disclosure if necessary; 3. Limit access to these data only to those MDHHS employees whose job responsibilities require access to the information; 4. Use appropriate safeguards to prevent the use or disclosure of the information other than as provided by this Agreement; 5. Report to the Reporting Entity within ten (10) business days of discovery any actual or suspected inappropriate use, disclosure, or breach of information from the Michigan Trauma Registry that involves data submitted under this Agreement; 6. Make no attempt to identify or contact the individuals or entities within the data provided unless permitted in Part 209 of the Public Health Code or the Michigan Administrative Code R 325.125 through 325.138; 7. Destroy all originals and copies of potentially identifiable information, in any format, in accordance with industry standards when no longer needed. This includes, but is not limited to: magnetic tapes, micro disk files, paper records, etc.; 8. Clean computer hard drives (including, but not limited to, those stored in computers, laptops, printer, and copiers) and any portable storage media of any data received under this Agreement in accordance with industry standards before disposing of; and 9. Not use the data provided to engage in any method, act, 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 conditions above. Each party acknowledges that its authorized representative has the authority to execute this agreement its behalf. AUTHORIZED REPORTING ENTITY REPRESENTATI<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>VE: 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|>lose or otherwise make available any of the Confidential Information to anyone except those employees and agents of Institution who need to know the Confidential Information to carry out the Purpose and who are bound by obligations of non-use and non-disclosure substantially similar to those set forth herein. Institution shall be responsible for any disclosure or use of the Confidential Information by its employees or agents. 3.3 Care. Institution shall protect Discloser’s Confidential Information using not less than the same care it uses with respect to its own confidential information, but at all times at least reasonable care. 3.4 Required Disclosure. Institution may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that Institution promptly provides to Discloser prior written notice of such disclosure. 4. Ownership of Confidential Information. Institution agrees that Discloser shall retain all rights to the Confidential Information. No license of any such rights to Institution is granted or implied. 5. Term and Continuing Obligations 5.1 Term. This Agreement shall commence as of the Effective Date, and continue for a period of one (1) year, or until earlier terminated by one party providing written notice of termination to the other, whichever comes first. 5.2 Survival. Institution's duty to protect Discloser’s Confidential Information shall survive the termination or expiration of this Agreement for a period of five (5) years. 5.3 Return or Destroy. Institution shall promptly return or, at Discloser’s option, destroy, all Discloser’s Confidential Information related to a clinical s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tudy if Institution does not participate in such clinical study, upon termination or expiration of this Agreement, or upon written request by the Discloser, provided however, that Institution may retain in confidence under this Agreement one archived copy of the Discloser’s Confidential Information solely for the purpose of administering Institution’s obligations hereunder. 6. Injunctive Relief. Institution agrees that (i) any breach of this Agreement may result in significant and irreparable damage to Discloser, and (ii) Discloser shall be entitled, in addition to any other remedies available at law, to seek injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach of this Agreement. 7. Miscellaneous 7.1 No Obligation. This Agreement does not obligate the parties to enter into negotiations or any subsequent agreement. Any agreement concerning a relationship can only be made in a definitive written agreement, executed on behalf of each party by an authorized representative. 7.2 Entire Agreement. This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof. No agreement modifying or waiving any provision of this Agreement shall be binding unless made in a writing that references this Agreement and is signed by the parties. Facsimile or electronic signed copies shall have the same effect as originals. C. Colthorp IN WITNESS WHEREOF, the duly authorized representatives designated below have executed this Agreement as of the Effective Date. DISCLOSER THE REGENTS OF THE UNIVERSITY OF MICHIGAN Signature: Signature: Authorized Representative: Authorized Representative: Title: Title: Date: Office of Research and Sponsored Projects Date: Appendix A Clinical Study Information Protocol Title: Name of Clinical Drug or Device: Clinical Trial Phase: Disease or condition to be studied: Recipient Investigator’s Contact Information: Name: Department: Phone: E-mail: Appendix B Investigator Acknowledgement1 I have read and understood y oligations as an emplyee of the Universty of Mihigan: Investigator’s Signature: Date: 1 U-M does not require his Aknowledgment. Howver, the Disclsing Party may equest ORSP to obtain prior to executing he NA. Approved by: Last Revised 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|> any third party or any employee or agent (except its officers, employees, representatives, advisors or agents who have a need to know) and shall not use the Confidential Information for any purpose other than for the purposes agree to herein. No license expressed or implied in the Confidential Information is granted to either party other than to use the information in the minor and to the extent authorised by this Agreement. 4. Receiving Party agrees, except to the extent pursuant to, or required by law, regulation, legal process or regulatory authority to disclose any Confidential Information (prior intimation be provided to Disclosing Party to enable it to take recourse of legal remedies viz, injunctions, stay etc.), Receiving Party shall not (i) use any portion of the Confidential Information for any purpose not contemplated by this Agreement; or (ii) disclose the Confidential Information or any part of it to any third party. 5. Notwiths<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tanding the disclosure of any Confidential Information by the Disclosing Party to Receiving Party, the Disclosing Pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>This Non-Disclosure Agreement (hereinafter called the “Agreement”) is made on Date of signing (hereinafter the “Effective Date”) by and between: CW Fletcher & Sons Ltd Sterling Works Mansfield Road Wales Bar Sheffield S26 5PQ (Hereinafter referred to as “C.W. Fletcher”) Represented by Name and Title. and Name of Company Street Name Name of City Postcode (Hereinafter referred to as “Company Name”) Represented by Name and Title. Each referred to as a “Party” collectively as “Parties”. CWF and Company wish to explore the possibilities of a business transaction or relationship between them relating to “PLEASE WRITE HERE THE TOPIC(S) TO BE COVERED BY THIS NDA” (hereinafter the “Purpose”). This may require the Parties to exchange Confidential Information. Such disclosure of any Confidential Information is made only for use in connection with the Purpose and only on the terms of this Agreement. Each Party acknowledges that the other Party enters into the Agreement for the benefit of itself and each Affiliate. Any disclosure of Confidential Information by a Party’s Representative shall be deemed to be a disclosure by such Party for the purposes of this Agreement. Accordingly, in consideration of the disclosure of Confidential information by each Party to the other Party and the mutual promises of the Parties set forth in this Agreement, the Parties agree as set forth below. DEFINITIONS “Confidential Information” means all confidential and proprietary information disclosed to or obtained by the Receiving Party or its Representatives from the Disclosing Party or its Representatives, including without limitation, information relating to: proprietary technology, products, proprietary plans, services, computer programs and processes; data and source code; any inventions and associated information, manuals, plans, drawings, blueprints or schematics; information relating to Mutual Non-Disclosure Agreement C.W. Fletcher & Sons Ltd employees and customers of the Disclosing Party; promotional and marketing information and opportunities; financial information; trade secrets; any and all information that a Receiving Party may obtain on a walk-through examination of the Disclosing Party’s and/or its clients’ premises; the existence of discussions between the Parties regarding the Purpose, or any of the terms, conditions or other facts with respect thereto (including the status of such discussions); and all information, of any nature whatsoever, disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether before or after the date of this Agreement. In each case such information may be contained in tangible materials including, but not limited to writings, drawings, models, prototypes, test specimens, production units, data specifications, reports, analysis, methods, compilations and computer programs, or may be in the nature of verbally or visually communicated intellectual knowledge. “Affiliates” means any entity or person controlling (directly or indirectly), controlled by or under common control with a Party; control meaning direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that entity or person. “Disclosing Party” means a Party disclosing Confidential Information including its Affiliates and Representatives. “Receiving Party” means a Party receiving or obtaining Confidential Information, including its Affiliates and Representatives. “Representatives” means the employees, Affiliates, agents, contractors, consultants, representatives and professional advisors of a Party. 1. In respect of all Confidential Information in whatever form acquired prior to or during the period of this Agreemen<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t by one party (the “Receiving Party”) from the other party (the “Disclosing Party”) relating to the Purpose, the Receiving Party undertakes:- A. Only to use the information for evaluating or preparing quotation in respect and/or evaluation of the Purpose. B. Only to disclose the information and then only to the extent necessary to those of its employees to whom disclosure is necessary. C. Not to disclose the Confidential Information to any third party or the fact that the Confidential Information is being exchanged, except with the expressed authorisation in writing by the Disclosing Party and is obliged to enter into an identical confidentiality agreement with the such third party. D. Not to copy or reduce the Confidential Information to writing or store in any computer readable form except as may be reasonably necessary for 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|>parties shall, if either party so requests in writing, promptly return to the other party, or destroy, all written data and documents, including originals, copies, translations and reproductions thereof, whether on paper or in electronic form, embodying all or part of the Confidential Information disclosed by the other party, as directed by the disclosing party. Notwithstanding the foregoing, the receiving party may retain one copy of the Confidential Information received from the disclosing party for historical, compliance, warranty and/or legal purposes, but the retained Confidential Information shall remain subject to the terms and provisions of this Agreement. 9. Export Control Law Compliance. To the extent that Confidential Information, as defined herein, is subject to U.S. export control laws and regulations under 22 CFR § 120 et. seq. of the International Traffic in Arms Regulations (“ITAR”) and 15 CFR § 730 et. seq. of the Export Administration Regulations (“EAR”), and by entering into this Agreement, the parties agree that they will not violate any laws and/or regulations under ITAR and EAR, and that they will not, without limitation, disclose, transfer, or export Confidential Information to third parties, including foreign persons or entities, whether or not related to or affiliated with such party, and/or subcontract out any work and/or orders ar<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ising from this Agreement, without first receiving express written consent from the disclosing party and as required by contract or by law, each party shall register with the Office of the Directorate of Defense Trade Controls (“DDTC”). If either party does not comply with its obligations under this paragraph or any terms specified in the Agreement, such non-complying party will indemnify, hold harmless, and defend the other party as to any violations that the non-complying party may cause under ITAR and EAR, including but not limited to the payment of civil and criminal penalties, all costs and expenses and all reasonable attorney’s fees. 10. Equitable Remedies. Both parties acknowledge that their obligations in this Agreement are necessary and reasonable in order to protect the other’s business, and expressly agree that monetary damages would be inadequate to compensate the other for any breach of any covenant in this Agreement. Therefore, each of the parties agree and acknowledge that any such violation would cause irreparable injury to the other and that, in addition to any other remedies that may be available in law, equity, or otherwise, the injured party shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement without the necessity of proving actual damages. 11. Assignment. Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party. 12. Term. The parties shall continue to protect the secrecy of the Confidential Information for as long as the information remains confidential information or a trade secret, but for no less than five (5) years from the date the information to be kept confidential is received or the effective date of this Agreement, whichever is later. 13. No License, Grant or Waiver of Intellectual Property Rights. Except for the limited right to use Confidential Information set forth herein, Confidential Information remains the property of the originating party. The receiving party does not receive any right or license under any patents, copyrights, trade secrets, or the like of the originating party in or to the Confidential Information. The Confidential Information does not lose its status or protection as a trade secret or as confidential business information of the originating party merely by its disclosure to the receiving party pursuant to the terms of this Agreement. 14. No Warranty. Neither party makes any warranty whatsoever regarding any C<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>WHEREAS, FDI has compiled and maintains certain databases pertaining to ophthalmic frame style specifications which it updates and modifies from time to time that includes textual and graphic data relating to frames manufactured by various manufactur<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ers (the “Data”); Developer develops optical practice management software applications (the “Applications”) and wishes to obtain a sample of certain Data (the “Sample Data”) for the sole purpose of assessing whether Developer can adapt the Applications to be compatible with the Sample Data (the “Permitted Purpose”); and FDI is willing to provide Developer with a sample of Sample Data for the Permitted Purpose for a limited time (the “Assessment Period”) on the terms and conditions set forth below; <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s available at law or equity. 11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement: a. constitutes an offer by or on behalf of the Disclosing Party; or b. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party’s interest in any Information or in any present or future patent or patent application; or c. affects the present or prospective rights of the Disclosing Party under the patent laws of any country or precludes the filing or prosecution of any patent applications by the Disclosing Party. 12. This Agreement represents the entire agreement between the Parties in relation to the subject matter contained herein and supersedes all other agreements and representations, whether oral or written, between the Parties relating to such subject matter. This Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each Party. Each Party also agrees that it shall have no remedies or claims under this Agreement for any innocent or negligent misrepresentation based on statements made prior to the Effective Date. 13. The Parties agree tha<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t the ETI may disclose that one or more of the Respondents are involved in discussions with the ETI and the subject matter of the discussions provided that the ETI will provide a copy of any press release or other announcement to the Respondents and seek the approval of the Respondents prior to its publication or release. Other than as set out in this clause, none of the Parties will make any public announcements, statements or otherwise publicise the subject matter of this Agreement (or its existence) without the prior written consent of the other Parties and no Party will use the business names or trade marks of any other Party in any way without that Party’s prior written consent. 14. This Agreement shall come into force on the Effective Date and shall continue in full force and effect, notwithstanding the completion of the Purpose, for a period of seven years from the Effective Date unless extended, superseded or otherwise varied by a subsequent written agreement between the Parties. 15. It is not intended that a third party (other than an ETI Affiliate) should have the right to enforce a provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. 16. The rights of the Disclosing Party under this Agreement are in addition to and not exclusive of rights under the general law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right under this Agreement is not a waiver of that or any other right, partial exercise of any right under this Agreement shall not preclude any further or other exercise of that right or any other right under this Agreement and waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term. 17. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: a. the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or b. the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement. 18. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties (or any of them), or to authorise any Party to act as agent for another, and no Party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way. 19. Except as provided otherwise, no person may assign any of its rights under this Agreement or any document referred to in it. 20. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart. 21. This Agreement shall be construed in accordance with and governed by English law and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts. The Parties have caused this Agreement to be executed by their duly authorised representatives. ENERGY TECHNOLOGIES INSTITUTE LLP By: Name: Title: Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>VENDOR/SUPPLIER NON-DISCLOSURE AGREEMENT This Vendor/Supplier Non-disclosure Agreement (“Agreement”) is made and entered into as of , 20 , by and between , a , the principal address of which is , (“Recipient”) and Oceaneering International, Inc., a Delaware corporation, the principal address of which is 11911 FM 529, Houston, Texas 77041, USA (“Oceaneering”). It is the intention of the parties to this Agreement to facilitate discussions regarding possible transactions between the parties by the protection from unauthorized disclosure or use of the Confidential Information (defined below). Therefore, the parties agree as follows: 1. For the purposes of this Agreement, “Confidential Information” shall mean any information disclosed by Oceaneering, whether in writing, orally, visually or otherwise, including but not limited to business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Oceaneering with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder. 2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and after the date of this Agreement, Recipient shall not: a. use the Confidential Information except for purposes of its business relationship with Oceaneering (the “Authorized Purpose”); or b. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its “Representatives”) who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Oceaneering. 3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care. 4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Oceaneering. 5. No contract or agreement providing for any transaction or any commitment to enter into a transaction shall be deemed to exist by reason of this Agreement. 6. Any provision to <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> in the Confidential Information, by license or otherwise. 6 This agreement shall be governed by the laws of Belgium. All disputes or differences arising in connection with this agreement which cannot be settled amicably shall be finally settled by arbitration in Brussels under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators to be appointed under the terms of those rules. In <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>any arbitration in which there are three arbitrators, the chairman shall be of juridical education. It shall be conducted in English. The award of the arbitration will be final and binding upon the parties concerned. The parties concerned may instead elect to resolve by mediation a dispute or difference arising in connection with this agreement which cannot be settled amicably. 7 Any Disclosing Party may act individually in relation to the Recipient under this Non Disclosure Agreement. 8 This agreement shall come into force after signature of both parties hereto on the Effective Date and shall expire on February 28, 2009. The obligations pursuant to Article 2 shall remain valid for the Recipient even after the end of this agreement for a period of five (5) years thereafter. IN WITNESS WHEREOF, the parties hereto have executed this agreement Forschungszentrum Karlsruhe GmbH Heinz-Jürgen FABER Oliver WITTEK Central Legal and Insurance Department Mr./Mrs. … The employer of Mr./Mrs. … hereby confirms that he has taken note of this Non Disclosure Agreement and acknowledges that Confidential Information disclosed to Mr./Mrs. … shall not be used for any internal purposes. [Company Name] <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ther shall constitute one and the same instrument. Dollar Tree and Selling Shareholder agree that at least two (2) completely executed counterparts of this Agreement shall be delivered to Dollar Tree and at least two (2) completely executed counterparts of this Agreement shall be delivered to Selling Shareholder. 17. HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 18. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties. 19. CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word "including" shall mean including without limitation. 20. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed as giving any person, firm, corporation, or other entity, other than the parties who are signatory hereto and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement under their hand and seal as of the date first hereinabove set forth. ------------------------------ [Name] Selling Shareholder DOLLAR TREE STORES, INC. By ------------------------- Name: Title: DOLLAR TREE WEST, INC. By ------------------------- Name: Title: State of City/County of The foregoing instrument was acknowledged before me this day of , 1998, by as Selling Shareholder. ------------------------------------- Notary Public My commission expires: Commonwealth of Virginia City of The foregoing instrument was acknowledged before me this day of , 1998, by as the of Dollar Tree Stores, Inc., a Virginia corporation, on behalf of such corporation, and as the of Dollar Tree West, Inc., a <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>California corporation, on behalf of such corporation. -------------------------------------- Notary Public My commission expires: --------------------<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fidential Information disclosed to Recipient in connection with the Business Purpose. Recipient agrees that neither Premisys nor its agents, shall have any liability to Recipient or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations and warranties which are made in the final definitive agreement between the parties hereto regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 8. NO OBLIGATION REGARDING BUSINESS PURPOSE. Each party acknowledges that (i) neither party will be under any obligation of any kind by virtue of this Agreement to enter into any agreement relating to the Business Purpose or the possible transaction referred to herein and (ii) unless and until a binding written agreement to the contrary is executed and delivered by the parties hereto, each party reserves the absolute right, in its sole discretion, to reject any and all proposals made by the other party with regard to any possible transaction relating to the Business Purpose and to terminate discussions relating to such a possible transaction at any time. 9. NONSOLICITATION OF EMPLOYEES. Beginning on Effective Date and continuing for a period of six months thereafter, Recipient will not, either for itself or for any other person or entity, directly or indirectly, solicit, induce or attempt to induce any employee of Premisys to terminate his or her employment with Premisys. The parties agree that general solicitation or recruitment of prospective employees through newspaper advertising or job fairs shall not be deemed a violation of this provision. 10. STANDSTILL. Beginning on the Effective Date and continuing for a period of one (1) year thereafter, neither Recipient nor any of its affiliates will (and neither party nor any of its affiliates will assist or encourage others to), directly or indirectly, unless specifically requested to do so in writing in advance by Premisys' Board of Directors: (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Se<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>curities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of any of Premisys' assets or businesses or any securities issued by Premisys, or any rights or options to acquire such ownership, including from a third party; or (b) make, or in any way participate, in any solicitation of proxies or consents with respect to any securities of Premisys which are, or may be, entitled to vote in the election of Premisys' directors ("VOTING SECURITIES"), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Premisys; or seek to advise, encourage or influence any person or entity with respect to the voting of any Voting Securities; or demand a copy of Premisys' stock ledger, list of its stockholders or other books and records; or call or attempt to call any meeting of the stockholders of Premisys; or (c) form, join, or in any way participate, directly or indirectly, in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of Premisys. 11. INJUNCTIVE RELIEF; LEGAL FEES AND EXPENSES. Recipient acknowledges that any violation of the terms of this Agreement would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Recipient agrees that Premisys will have the right to obtain equitable relief, including an injunction or specific performance, as a remedy for any breach of the terms of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. In the event of litigati<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>emergency or in connection with any Cyber Mutual Assistance Program. “Confidential Information” under this Agreement consists of: (i) all information disclosed by any Participating Entity, or any of its employees, directors, officers, affiliates, partners, agents, advisors or other representatives (“Representatives”) pursuant to that Participating Entity’s participation in or contribution to the development or implementation of a Cyber Mutual Assistance Program, including any Participating Entity’s request for or provision of cyber mutual assistance, whether disclosed prior to or following the execution of this Agreement; (ii) any information or documentation produced by a Participating Entity, or any of its Representatives, under any Cyber Mutual Assistance Program or related to a specific request for or response to cyber mutual assistance, including any analysis of such information, and whether produced prior to or following the execution of this Agreement; (iii) any aggregation, consolidation, or listing of information or documentation disclosed by one or more Participating Entities, or any of their respective Representatives, pursuant to the development or implementation of a Cyber Mutual Assistance Program including any Participating Entity’s request for or provision of cyber mutual assistance; and (iv) all observations of equipment (including computer screens) and oral disclosures related to the development of any Cyber Mutual Assistance Program or a specific request for or response to cyber mutual assistance, including the systems, operations, and activities of each Participating Entity, whether such observations or oral disclosures were made prior to or following the execution of this Agreement. 2. Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a C<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>yber Mutual Assistance Program, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Between AND Subject Matter: Effective Date of Agreement: Period , 2017 for Exchange of Information: , 2017 to Period of Confidentiality: THIS AGREEMENT is made as of the Effective Date of Agreement noted above, by and between the above parties. BACKGROUND: I. The parties desire to have discussions of or relating to the Subject Matter for the purposes of evaluating a possible business relationship between them (“Purpose”). The parties may extend the Subject Matter or add additional parties by executing one or more addenda to this Agreement. II. Such discussions may involve disclosure by one party to the other party of confidential, proprietary or trade secret information of its own or its licensors (“Confidential Information” as defined below), during the Period for Exchange of Information. III. Both parties recognize the value of the Confidential Information and that it is in their mutual best interests to maintain the confidential, proprietary and secret nature of the Confidential Information. THEREFORE, in consideration of the Subject Matter, and the mutual promises herein, the parties agree as follows: 1. CONFIDENTIAL INFORMATION. The term “Confidential Information” as used herein means all nonpublic information relating to the Subject Matter that is disclosed by either party, its Affiliates (as defined below), or their agents (where applicable, collectively referred to as the “Disclosing Party”), directly or indirectly, in writing, orally or by inspection of premises or tangible objects to the other party (the “Recipient”) that is: (i) marked confidential or proprietary, or (ii) given the nature of the information or the circumstances surrounding its disclosure, reasonably should be deemed confidential. Confidential Information includes, but is not limited to documents, drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, software, prototypes, samples, methodologies, formulations, trade secrets, patent applications, know-how, experimental results, specifications and other business information. 2. PERIOD OF CONFIDENTIALITY AND NON-USE. The Recipient will use Confidenti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>al Information only in connection with the Purpose as set forth in this Agreement. Recipient shall use the same degree of care to avoid disclosure or use of the Confidential Information as it uses for its own confidential, proprietary and trade secret information, but in no case use less than a reasonable degree of care. Recipient agrees to limit disclosure of Confidential Information to employees and employees of Affiliates having a specific need to know such Confidential Information for the Purpose and in the case of Affiliates only to the extent that such Affiliate is under obligation to hold such information in confidence and is made aware of these terms and conditions. Recipient will not disclose or permit access to Confidential Information to contract workers, consultants or contractors of Recipient or its Affiliates unless authorized by Disclosing Party in writing and on condition that such persons are bound by obligations of confidentiality inuring to the benefit of Disclosing Party and its Affiliates at least as restrictive as these terms and conditions. Recipient shall not without Disclosing Party’s prior written consent reverse engineer, disassemble or decompile any prototypes, software or other objects which embody the Disclosing Party’s Confidential Information to obtain access to Disclosing Party’s trade secrets and to the extent such consent is granted Recipient shall receive and hold such Confidential Information subject to the terms of this Agreement. 3. TERM. The term of this Agreement shall be for the Period of Exchange set forth above. Confidentiality obligations shall survive termination of this Agreement for the Period of Confidentiality set forth above unless the Confidential Information is a trade secret, in which case the confidentiality obligations shall continue for as long as the information is a trade secret. Either party may terminate this Agreement upon 30 days prior written notice. 4. NOTICE OF UNAUTHORIZED USE. Recipient shall provide written notice to Disclosing Party without undue delay of any misuse or misappropriation of Confidential Information which may come to the attention of Recipient. The Recipient shall cooperate with and aid the Disclosing Party in mitigating and preventing the unauthorized use and disclosure and any furtherance thereof. 5. EXCLUSIONS AND EXEMPTIONS. Recipient shall have no obligation of confidentiality with respect to any information which: 5.1. is already known or in the possession of Recipient or its Affiliate at the time of disclosure as shown by the Recipient’s and/or its Affiliates´ files and records prior to the time of disclosure, otherwise than as a result of any improper act or omission of Recipient or its Affiliate; or 5.2. is or becomes public knowledge through no wrongful act of Recipient; or 5.3. is rightfully acquired from others who did not obtain it under obligation of confidentiality; or 5.4. is independently developed by an employee, agent or consultant of Recipient without reference to the Confidential Information; or 5.5. is approved for release by written authorization from Disclosing Party. 5.6. The Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), he/she does not have criminal or civil liability under U.S. trade secret law for the following disclosures of a trade secret: 5.6.1. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law; and/or 5.6.2. disclosure in a complaint or other document filed in a lawsuit or ot<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>However, unless at least one of the exceptions set for in Section 4 below has occurred, the receiving party will continue to treat such confidential Information as the confidential information of the disclosing party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement. Either party may terminate this Agreement at any time without cause upon written notice to the other party: provided that each party's obl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>igations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>xecutive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. 14. “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construction. This Agreement is the result of negotiations between the parties, and no party <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. 17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. 18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement. 19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living. 20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. 21. Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. 22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial Institution. 23. Return of Property. Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, repor<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>in, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or Potential Customer; or b. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such ass<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization; WHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and WHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense. NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Consideration/At-Will Employment. a. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee’s existing employment status. b. In consideration of Employee’s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee’s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice. Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee’s employee-at-will status. 2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization. 3. Definitions of Key Terms. a. “Banking and Financial Services” shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services. b. “Confidential Information” shall mean any and all mate<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> its internal employees only and strictly on a need to know basis. 4. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential information. 5. The Receiving Party shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential information or any documents containing Confidential information without the Disclosing party’s written consent. 6. The Receiving Party shall immediately upon request by the Disclosing party <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. 7. The Receiving party <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Annex №.1 to the «OLPORTAL’s» token sale public offer Publication and entry into force data: August 01, 2018 Non-disclosure agreement The company exists under the law of Singapore and is called OLCF Corporation PTE. LTD (hereinafter “the Company”), of the first part, and the token purchaser (hereinafter “the Investor”) in accordance with the «OLPORTAL’s» token sale public offer (hereinafter “the Offer”), have signed the present non-discl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>osure agreement (hereinafter “the Agreement”) as follows below. 1. General provisions and definitions 1.1. The Company represents the Disclosing Party under the Agreement. 1.2. The Investor represents the Receiving Party under the Agreement. 1.3. An Agent of the Investor is an authorized person of the investor who has access to the Proprietary Information. 1.4. The Proprietary Information is any information of the Company marked as «Commercial Secret» or «Confidential» with actual or potential commercial value by virtue of the fact third-parties are unfamiliar with it, submitted to the Investor by the Company in written form by documents transmission, including the electronic transmission of documents secured from unauthorized access to the transmitted information, the information related to business or finance plans and strategies including, without limitation information about markets, financial documents, financial statements and accounting (except for cases defined by law), contractual relationships, pricing and marketing of goods (works and services), technical information, commercial secrets, know-how, research, production schedules, concepts, intellectual activity property (which includes discoveries, inventions, rationalization proposals, utility models, constructions, industrial models that are non-proprietary for some reasons, computer software, databases, logotypes scratches that are non-registered for some reasons). The Proprietary Information does not include any publicly available information, the access to which was provided to the third parties by the Company without limitations, or in case if this information became public through no fault of the Investor in force of other circumstances, to relation of which the Investor can prove that the Investor has already possessed this information by the time when the Company provided it, or this information contained no confidentiality preservation obligations. The information also cannot be called Proprietary in cases where the Investor can prove that it was created by himself or herself without resorting to the Proprietary Information. The Agreement does not regulate personal information security and the transmission of the information related to bank secrecy. 2. Subject of the agreement 2.1. Obligations of parties to secure the Proprietary Information under the terms indicated in the Agreement constitute the subject of the agreement. 2.2. The Company discloses the Proprietary Information concerning acquisition and further use and realization of OL-tokens during «OLPORTAL» ICO to the Investor, including individual preferences provided to the Investor at any stage of transactions at the time of ICO in accordance with the provisions of the Offer and accompanying documents including terms of smart-contracts, according to which the investor acquires OL-tokens. 3. Confidentiality restrictions 3.1. The Investor is authorized to grant access to the proprietary information only to those partie<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ntative 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 jurisdicti<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ation controlled under the Export Laws and Regulations (detailing the nature of control) and the Receiving Party shall not make or permit disclosure of such Proprietary <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Information or the direct product thereof to any other company, entity, person, or destination unless (a) the Receiving Party has received the Disclosing Party's express written consent to do so and (b) authorization under applicable Export Laws and Regulations have been obtained. 16. To the extent that any provision of this Agreement is invalid under any applicable statute or rule of law, such provision or portion thereof shall be deemed to be omitted without affecting the continued validity of the remaining provisions. 17. This Agreement shall be governed by and interpreted under the internal laws of the state of Arizona. U.S.A. 18. This Agreement constitutes the entire understanding between the Parties and supersedes all previous understandings, agreements, communications, and representations, whether written or oral, concerning the treatment of Proprietary Information. This Agreement may not be superseded, amended, or modified except by a written agreement between the Parties, signed by a duly authorized official of each of the Parties. IN WITNESS WHEREOF, the Parties have executed this agreement through their duly authorized representatives. STP PERFORMANCE COATING,LLC 1131 WEST WATKINS STREET PHOENIX, ARIZONA 85007 By: Sign Title Company By: Sign 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|>g service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants. 3 Payment The Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her. 4 Definition of Confidential Information “Confidential Information” means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include: > information already known or independently developed by Mentor prior to the disclosure of any Idea; > information alrea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dy in the public domain through no wrongful act of Mentor; or > information received from a third party who was free to disclose such information. In case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential. 5 Non-Disclosure of Confidential Information / Obliga<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 20. Proprietary Information. Counterparty acknowledges that, under this Agreement, Company is disclosing Confidential Information to Counterparty that is valuable, confidential and proprietary. If said Confidential Information were disclosed by Counterparty to any third party, said disclosure would damage Company and negatively affect its opportunity to work on the Transaction, including during bidding process and contract negotiations.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Counterparty agrees that on a case by case basis (when confirmed in writing by both Parties), the Counterparty shall consult, contract, and negotiate exclusively with Company concerning those designated Transactions. On such agreed Transactions, Counterparty agrees and states that it has not and will not enter discussions with any other entity concerning it providing of any services for those Transactions. Counterparty may not use or disclose the Confidential Information with any third party regarding the Transactions or otherwise to the disadvantage of the Company. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first set forth above. Company: Signal Energy, LLC By: Name: Title: Counterparty By: Name: Title: Address: City/ST/ZIP: Phone: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>o abide by the following terms and conditions: 1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Such information shall include, but not be limited to contracts, documents, files, printouts, websites, and other printed and digital information provided by the Disclosing party and also the names, telephone numbers, addresses, fax numbers, email addresses, etc. of the contact, parties, and/or source(s) provided by the Disclosing Party. The Parties acknowledge that the Confidential Information may be written, oral, graphic, pictorial, recorded, or stored and transmitted in digital form or any digital format; and such information is deemed valuable, special or unique assets of the Disclosing Party that were developed or obtained through investment of significant time, efforts and expense, and that access to such information would not be possible but for the relationship of the Parties hereunder. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Pre-Existing Relationships. In the event that any third parties already have a pre-existing working relationship or have previously made contact with any parties to this Agreement via other means, and such third parties were not introduced by any parties to this Agreement, such third party contacts and/ or sources are not subject to the restrictions, terms and conditions of this Agreement. 4. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to any employees, contractors, agents, and any other third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval 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 qua<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lifies 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 transaction 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 enforceabilit<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on in the discussion and exploration of the Purpose, the existence, terms or conditions of this Agreement, or the fact that the discussions are being held between the parties. 8. Equitable Relief. OCERA and COMPANY acknowledge that any such breach of this Agreement could cause the other party irreparable harm. Accordingly, each party agrees that in the event of any breach or threatened breach of this Agreement, in addition to other remedies at law or in equity it may have, the party alleging a breach or threatened breach shall be entitled, without the requirement of posting a bond or other securities, to seek equitable relief, including injunctive relief and specific performance. 9. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. 10. Successors and Assigns. Neither party may assign this Agreement, or the rights and obligations hereunder, without the prior written consent of the other party; provided, that a party may assign this Agreement without such consent to an affiliate of such party and/or in connection with the transfer or sale of all or substantially all of the business of the assigning party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. No assignment shall relieve either party of the performance of any accrued obligation that such party may then have under this Agreement. This Agreement shall inure to the benefit of and be binding upon each party signatory hereto, its successors and permitted assigns, subsidiaries and affiliates. 11. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of New York, without regard to <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>its conflict of laws provisions within. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters discussed herein and supersedes and replaces all prior agreements, understandings, writings and discussions between the parties, with respect to the subject matter of this Agreement. This Agreement may be amended only by a written 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|>preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that either Party should institute proceedings to enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>asonable attorneys' fees and costs, in addition to any other remedies. 8. Miscellaneous. (a) No License. Neither Party grants a license, by implication or otherwise, under any of its trade secrets or other intellectual property rights to the Receiving Party. The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of the other Party's Evaluation Material. The Furnishing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other parties, that is similar to the Evaluation Material. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. (b) Entire Agreement. This Agreement contains the sole and entire agreement between the Parties with respect to the confidentiality of the Evaluation Material and the confidentiality of their discussions, negotiations and investigations concerning a Transaction. (c) Amendment and Waiver. This Agreement may be amended, modified or waived only <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ents, Inc., a California corporation ("SAI"); and WHEREAS, concurrently herewith and pursuant to the Merger Agreement dated July 22, 1998, ("Merger Agreement"), Sub will be merged with and into SAI with SAI as the surviving corporation (the "Merger"). WHEREAS, concurrently herewith and pursuant to the Merger Agreement, all of the issued and outstanding stock of SAI will be converted into shares of common stock of Parent. WHEREAS, Selling Shareholder acknowledges that (i) SAI directly or indirectly operates stores, offices and distribution facilities under the name Step Ahead Investments and the tradenames "98CENTS Clearance Center" and "Clearance 98CENTS Centers" engaged in the retail and wholesale distribution of variety merchandise (the "Business"); (ii) the Business is conducted in the United States; (iii) the operation of the Business by SAI has given Selling Shareholder access to trade secrets of and confidential information relating to, the Business; and WHEREAS, the parties hereto agree that Selling Shareholder and Selling Shareholder's affiliates shall not compete (as described herein) with Dollar Tree for a certain period of time subsequent to the Effective Time as defined in the Merger Agreement in accordance with the terms and conditions set forth herein; and WHEREAS, as a fundamental condition to the consummation of the Merger, the Selling Shareholder has agreed to enter into this Agreement, which is designed to ensure Dollar Tree receives the value of the Merger; and WHEREAS, Selling Shareholder further acknowledges Dollar Tree may suffer irreparable damage should Selling Shareholder breach this Agreement. NOW, THEREFORE, in consideration of good and valuable consideration described above and the covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged by Selling Shareholder, and for the grant of [] options to purchase the stock of Parent pursuant to the terms of a separate option agreement, it is agreed as follows: 1. NON-COMPETITION COVENANT. The Selling Shareholder acknowledges (i) as an [director,] officer and principal shareholder of SAI, he has been instrumental in the Business of SAI and its success and (ii) has been privy to and had access to the offices, personnel, technology, confidential and proprietary information of SAI. 1.1 Selling Shareholder agrees, during the period ending five years from the Effective Time ("Restricted Period"), neither Selling Shareholder nor any affiliate of Selling Shareholder shall conduct any of the following activities described in Sections 1.1.1, 1.1.2, and 1.1.3: 1.1.1 engage in Restricted Activities within the Restricted Area (as defined below); or 1.1.2 operate or promote within the Restricted Area a store using (or at least a 500 square foot area within a store dedicated to) a single price point retail concept selling goods at a single price point at or below $2.00; or 1.1.3 operate any variety, clearance, or close-out retail store in the same shopping center as any retail location of SAI existing as of the Effective Time or, in the case of an existing sto<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>re of SAI not in a shopping center, within one-quarter mile of such retail location. 1.2 Selling Shareholder agrees that, at no time after the Effective Time for so long as Dollar Tree or its successors carry on the Business, shall Selling Shareholder or Selling Shareholder's Affiliates operate any business (a) under the names or names similar to "98 CENTS Clearance Center," "Clearance 98 CENTS Centers," "Everything 98 CENTS ... or less," or "Step Ahead Investments"; (b) advertise or promote outside or within a store using the terms, or terms similar to "Everything 98 CENTS," 98 CENTS Clearance Centers," and "Clearance 98 CENTS Centers"; or (c) under any name containing the words "98 CENTS," "Tree," or "Super Dollar," including their plurals. 1.3 As used in this Agreement, the following terms have the following meanings: 1.3.1 a. While Selling Shareholder is a resident of California, "Restricted Area" shall mean all counties and cities in the States of California and Nevada in which SAI, as of the Effective Time, carries on the Business. The covenant not to compete in the Restricted Area shall be construed as a series of separate covenants with regard to such city or county in the States of California and in Nevada. b. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency "Restricted Area" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to compete in the Restricted Area shall be viewed as a series of separate covenants with regard to each state where either Dollar Tree or SAI carries on the Business. 1.3.2 "Restricted Activities" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00. 1.3.3 A "shopping center" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent. 1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood. 2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an "employee" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date. 3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>(1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, of<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is effective as of the 31st day of July, 2003, by and between Solomon Technologies, Inc. ("STI") and Pinetree (Barbados) Inc. ("Pinetree"). EXPLANATION Pinetree filed a lawsuit against STI on December 20, 2002 in United States District Court for the Southern District of Maryland (later moved to the United States District Court for Northern District of Maryland), captioned as Civil Case No. 8:02-cv-04141 (the "Lawsuit"), in which Pinetree sought, among other things, payment of the outstanding balance under two Unsecured Convertible Promissory Notes issued by STI to Pinetree, dated January 19, 2001 and June 18, 2001, respectively. Since the date of the Lawsuit, the parties have been engaged in settlement discussions. Pursuant to the terms and conditions of this Agreement, STI may wish to provide certain proprietary information to Pinetree in furtherance of those settlement discussions. STI may also provide information to Pinetree in accordance with the terms of a Memorandum of Understanding and other settlement documents between the parties dated as of, or about, the date of this Agreement (collectively, the "SETTLEMENT DOCUMENTS") AGREEMENT In consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the adequacy of which is mutually acknowledged, the parties agree under seal as follows: 1. DEFINITION OF PROPRIETARY INFORMATION. As used in this Agreement, the term "Proprietary Information" means any confidential, non-public or proprietary information, technology or documentation, including without limitation, drawings, designs, business plans and proposals, ideas and prototypes that may be disclosed by STI to Pinetree, whether such is of a technical, commercial, organizational, scientific, financial or business nature. 2. TERM OF DUTY NOT TO DISCLOSE. Unless a particular portion of Proprietary Information becomes nonproprietary as provided in Section 4(a) hereof, or unless otherwise authorized in a written agreement signed by an authorized officer of STI, Pinetree has a duty to protect each particular portion of Proprietary Information in for a period of five (5) years from the date of this Agreement, provided that Proprietary Information which constitutes a trade secret under applicable law shall be protected as long as the Proprietary Information qualifies as a trade secret under Maryland law. 3. USE RESTRICTIONS. a. SOLE PURPOSE. Pinetree may use the Proprietary Information solely for the purpose of evaluating the settlement discussions, or to evaluate such information in connection with STI's performance under any settlement documents which the parties may execute. Unless otherwise expressly authorized to the contrary by STI in a prior signed writing, Pinetree shall not, either directly or indirectly: (a) use, apply, reveal, report, publish or otherwise disclose any of the Proprietary Information to, or for the benefit of, Pinetree or any third party; (b) use or incorporate any of the Proprietary Information in any products or services; or (c) assist, act as an agent for, or act as an advisor or consultant to, any person or entity for the purpose of developing, marketing or selling any product or service that incorporate<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s any of the Proprietary Information. Without limiting the foregoing, Pinetree may use the names of investors provided by STI under the terms of the Settlement Documents solely for the purpose of making an internal decision about whether to convert the Convert Indebtedness then outstanding under the terms of the Convertible Promissory Note between the parties dated as of, or about, the date of this Agreement, and agrees not to contact those investors. b. DEGREE OF CARE. Pinetree must protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that Pinetree uses with respect to information of its own of a similar, highly valuable nature, and Pinetree must, at minimum, use at least reasonable care. c. DUPLICATION. Pinetree shall not copy, duplicate, replicate, decompile or reverse engineer in any manner whatsoever (whether physically, electronically, in writing or otherwise), in whole or in part, any part of the Proprietary Information without the prior written consent of STI, which consent shall be in STI's sole and absolute discretion, and will immediately notify STI in writing of any unauthorized disclosure of the Proprietary Information. At any time upon STI's request, Pinetree shall promptly redeliver to STI, or destroy at STI's direction, all written material in any media or format whatsoever containing, reflecting or in any way derived from the Proprietary Information (including notes, summaries, copies, extracts or other reproductions, in whole or in part), regardless of whether the material was prepared by STI or on STI's behalf. The redelivery or destruction of the Proprietary Information shall be certified by Pinetree in writing to STI, and shall not in any way relieve Pinetree of its obligation of confidentiality. 4. EXCEPTIONS. a. GENERAL EXCEPTIONS. The disclosure and use restrictions imposed in this Agreement do not apply to Proprietary Material that: (a) Pinetree can show by documentary evidence was already in Pinetree's possession before the disclosure hereunder to Pinetree; (b) is hereafter disclosed to Pinetree by a third party who has no duty of confidentiality to STI in respect of it; or (c) is or becomes generally available to the public through no act or default on Pinetree's part. Proprietary Material that comprises a combination of features shall not be within any of the exceptions set forth above merely because individual features are known or received by Pinetree or are in or fall into the public domain, but only if the combination is know or received by Pinetree or is in or falls into the public domain. b. DISCLOSURE UPON REQUEST OF GOVERNMENT. In the event that Pinetree receives a request to disclos<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information. 11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights. 12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information). 13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain. 14. The award of the arbitrators shall be final and shall have the force of a judgement as among the 15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators. 16. The Agreement has been prepared and signed in two (2) original copies in the English language. 17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority. 18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement. The invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he remainder. All Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT. The Agre<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Agreement. 19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living. 20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. 21. Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. 22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial Institution. 23. Return of Property. Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee’s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank’s or Heritage’s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant. 24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee’s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage. [Signature Page to Follow] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below. FIRST FINANCIAL CORPORATION By: /s/ Norman L. Lowery Date: January 7, 2019 Printed Name: Norman L. Lowery Title: President & CEO FIRST FINANCIAL BANK, N.A. By: /s/ Norman L. Lowery Date: January 7, 2<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>019 Printed Name: Norman L. Lowery Title: President & CEO HOPFED BANCORP, INC. By: /s/ John E. Peck Date: January 7, 2019 Printed Name: John E. Peck Title: President/CEO HERITAGE BANK USA, INC. By: /s/ John E. Peck Date: January 7, 2019 Printed Name: John E. Peck Title: President/CEO EMPLOYEE Printed Name: John E. Peck Date: January 7, 2019 Signature: /s/ John E. Peck<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation. 2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof. 3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality. 5. In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys' fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoen<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>a or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure. 6. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the state of Colorado. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Disclosing Party: The Recipient: Company: Company: Pitch Deck Fire Name: Name: Stacie Shaw Role: Role: Founder Phone Number: Phone Number: 214-770-9216 Signature: 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|>MUTUAL NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”), effective, is between INCENTIA DESIGN SYSTEMS, INC. located at 2620 Augustine Dr., Ste 200 Santa Clara, CA 95054, (“Incentia”), and located at: (“Company”). 1. "Proprietary Information" will include any and all technical, engineering, scientific, financial, marketing and/or competitive information or data, including but not limited to formulas, databases, schematics, circuit designs, cell libraries, processes, know-how, methodologies, inventions, algorithm, techniques, ideas, software, documentation, trade secrets, projections, licenses, marketing and product development plans, and any other information of a similar nature whether disclosed orally or in writing, or through observation, examination or use, specifically: SOFTWARE: Each party agrees to maintain the confidentiality of such Proprietary Information and to not use, disclose, publish or disseminate it in any manner not consistent with this Agreement. In addition to any other remedies, which may be available, Owner shall be entitled to seek injunctive relief to enforce the terms of this Agreement. 2. “Owner” means the party who discloses Proprietary Information. “Recipient” means the party who receives Proprietary Information of or from the Owner. Owner warrants that it has the right<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> to disclose the Proprietary Information to Recipient. All information is provided "AS IS" without any warranty regarding its accuracy or performance and will remain the property of the Owner and/or its licensors. No license or other rights to Proprietary Information are granted or implied under this Agreement. 3. The Proprietary Information will be marked by the Owner as confidential at the time of disclosure. If Proprietary Information is disclosed orally, electronically or without any marking, Owner will identify it as confidential at the time of disclosure and will provide a written confirmation to Recipient within thirty days of disclosure that such information is confidential. The parties’ obligations with respect to Proprietary Information shall continue for a period of three (3) years after the termination of this Agreement. 4. For Proprietary Information received from the disclosing party, the Recipient agrees to: a. hold it in confidence with the same degree of care with which it protects its own confidential and proprietary information, but at least reasonable care; b. restrict disclosure of it only to its employees, agents and contractors with a need to know basis and advise those persons of their obligations to keep it confidential; c. except for the purposes of this Agreement, not copy or duplicate, or knowingly allow anyone else to copy or duplicate it; d. not publish, disclose or make available any benchmark or testing results without the written consent of both parties; and e. on request or upon termination of this Agreement, promptly return all Proprietary Information in a tangible<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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’s Confidential Information. 6. The parties agree to indemnify and keep indemnified each other against all loss and damage, which the disclosing party may suffer as a result of any breach of this Agreement by the receiving party; provided always that the disclosing party shall forthwith give written notice to the receiving party of the above loss and damage and satisfactory documentary evidence of such actual loss and damage. 7. The parties agree that upon termination/expiry of this Agreement or at any time during its currency, at the request of the disclosing party, the receiving party shall promptly deliver to the disclosing party the Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall destroy all memoranda, notes and other writings prepared by the receiving party or its Affiliates or directors, of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ficers, employees or advisors based on the Confidential Information and promptly certify such destruction. 8. Both parties acknowledge that the Confidential Information coming to the knowledge of the other may relate to and/or have implications regarding the future strategies, plans, business activities, methods, processes and or information of the parties, which afford them certain competitive and strategic advantage. Accordingly neither party shall use the Confidential Information in a manner that will jeopar<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>oth Parties and shall refer to this Agreement. XI. Severance: If any term or provision in this Agreement is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected. XII. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India and in any dispute arising out of or relating to this agreement, the Parties submit to the exclusive jurisdiction of the Courts situated at Delhi, India. XIII. General: 1. Upon 45 days written notice, the Disclosing Party may audit the use of the programs, materials, marketing materials, services, and such additional disclosed resources. The Receiving Party agrees to co-operate with the Disclosing Party’s audit and to provide reasonable assistance and access to information. 2. The Disclosing Party shall not have any liability to the Receiving Party for any claims made by third parties arising out of their use of the Disclosing Party’s trademarks (including “Logo”) or marketing materials. The Receiving Party agrees to indemnify the Disclosing Party for any loss, liability, damages, cost or expense (including attorney’s fees) arising out of any claims, which may be made against the Disclosing Party arising out of their use of the Logo or marketing materials where such claim relates to their activities, products or services. Notwithstanding above, the Receiving Party shall have no obligation to indemnify the Disclosing Party with respect to a claim of trademark or copyright infringement based upon their use of the Logo or marketing materials, as expressly permitted under this Agreement. 3. The Receiving Party shall disclose of any similar agreements explicit or otherwise, for similar purpose/application with in its own organization, or any other third party. 4. In the event of a breach or threatened breach by the Receiving Party of any provisions of this Agreement, the Disclosing Party, in addition to and not in limitation of any other rights, remedies or damages available to the Disclosing<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Party at law or in equity, shall be entitled to a temporary restraining order / preliminary injunction in order to prevent or to restrain any such breach by the Receiving Party, or by any or all persons directly or indirectly acting for, on behalf of, or with the Receiving Party. IN WITNESS WHEREOF, this Agreement was duly executed on behalf of the Parties on the day and year first above written. For and on behalf of For and on behalf of Sign : Sign : 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|>eflect or are generated from the Disclosing Party’s Confidential Information. 3. Non-Disclosure Obligation. Each Party agrees: (a) to hold the other Party’s Confidential Information in strict confidence in accordance with this Agreement; (b) to exercise at least the same care in protecting the other Party’s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information (but in no event less than reasonable care); (c) not to disclose such Confidential Information to third parties (including, without limitation, any clients, affiliates, independent contractors and consultants) without the prior, written consent of the Disclosing Party except as expressly permitted under Paragraph 4; and (d) not to use any Confidential Information for any purpose except for the Business Purpose without the prior written consent of the Disclosing Part<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y. 4. Disclosure to Representatives, Conduct of Activities, and Prohibited Activities. (a) Subject to the restrictions set forth below in this Section 4, each Party may disclose the other Party’s Confidential Information to its directors, officers, employees, legal advisors, financial advisors and accountants, each bound by obligations of confidentiality consistent with this Agreement, who have a bona fide need to know (“Representatives”), but only to the extent necessary to carry out the Business Purpose. Each Party agrees to instruct all such Representatives (i) of the identities of the Party’s other permitted Representatives,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tation not targeted to any employees or former employees of the Company or its controlled affiliates, or from hiring any emp<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>loyees or former employees of the Company who respond to such solicitation. Finally, this paragraph 7 will not apply to any solicitation in the ordinary course of business initiated by one of your employees who has no knowledge of this Agreement or a potential Transaction, so long as such individual is acting without information or encouragement from any of your Representatives who does possess such knowledge. Standstill 8. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights the terms or value of which are dependent on securities of the Company. For a period of fifteen (15) months from the date of this Agreement (the “Assessment Period”), you and your Representatives (acting on behalf of you or your subsidiaries) will not, directly or indirectly, and you will cause any person or entity controlled by you or acting in concert with you not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its subsidiaries, or any securities or contract rights the terms or v<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 potential customer, during the one (1) year period prior to Employee’s termination of employment with either Financial Institution. g. “Solicit”, “Solicited” or “Solicitation” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf. 4. Non-Disclosure of Confidential Information. During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization. Employee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization. Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banki<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization’s Confidential Information. Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant. 5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Finan<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 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. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement. 10. Governing Law. The Agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Massachusetts. All parties submit themselves to the jurisdiction of the courts of Massachusetts, for all purposes with respec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Tompkins Cortland Community College Non-Disclosure Agreement This is a Nondisclosure Agreement made as of ("Effective Date") between Tompkins Cortland Community College, an educational corporation organized and existing under the New York State Education Law, herein after referred to as "Tompkins Cortland Community College, a member of the State University of New York, with its principal place of business at 170 North Street, PO Box 139, Dryden NY 13053, and (“Company”), a corporation with its principal place of business at for the purpose of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by Tompkins Cortland Community College to the Company under this Agreement. For purposes of this Agreement Tompkins Cortland Community College and Company are sometimes collectively referred to as the “Parties” and individually referred to as a “Party”. As used herein, “Recipient” shall mean the Party who has been given “Confidential Information” (as hereinafter defined) by and of the other Party. Discloser shall mean the Party who gives Confidential Information to the other Party. 1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Community College have made an agreement (“Purpose”), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Tompkins Cortland Community College. 2. “Confidential Information” means any business and/or personally identifiable information relating to Tompkins Cortland Community College's students, employees or other parties contained in files or storage systems to which the Company will be provided access by Tompkins Cortland Community College. 3. “Confidential Information” shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked “confidential” or should be deemed by its nature to be confidential. 4. All Confidential Information shall remain the property of Tompkins Cortland Community College. No rig<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hts or license therein is granted except a limited right to use the Confidential Information solely for the Purpose. 5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a “need to know” who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement. 6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Tompkins Cortland Community College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Tompkins Cortland Community College, or certify the destruction of all such Confidential Information. 7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient’s Legal Department unless otherwise directed in writing by Recipient, and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail. 8. If any of this Agreement is held to be unenforceable, such unenforceable part shall be deemed modified or eliminated to the extent necessary to make the remaining parts enforceable. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default. 9. Company agrees that there may not be an adequate remedy at law for any breach of the obligations hereunder and upon any such breach or any threat thereof by Company, Tompkins Cortland Community College shall be entitled to seek appropriate equitable relief without necessity of posting bond, in addition to whatever other remedies it might be entitled 10. This Agreement shall be governed by and construed in accordance <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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”) is entered into effective as of April 1, 2004 (the “Effective Date”), by and between Level 3 Communications, LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), on the one hand, and ICG Communications, Inc. (the “Parent”), a Delaware corporation, and ICG Telecom Group, Inc. (the “Company”), a Delaware corporation, and for and on behalf of any of their direct or indirect parents, subsidiaries, successors, or Affiliates (collectively referred to as “ICG” or the “Sellers”), on the other hand. RECITALS A. The Sellers are engaged in conducting a dial-up ISP business whereby the Sellers provide Internet access and other Internet-related services to Internet service providers and their customers. B. The Buyer and Selle<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>o this Agreement; WHEREAS, Purchaser has separately bargained and paid additional consideration for the covenants contained herein; WHEREAS, Seller acknowledges that the provisions of this Agreement are reasonable and necessary to protect the legitimate interest of Purchaser and the business and goodwill acquired by it pursuant to the Purchase Agreement; and WHEREAS, in order to induce Purchaser to consummate the transactions contemplated by the Purchase Agreement, Seller is willing to enter into this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows: 1. Definitions. As used in this Agreement, terms defined in the preamble and recitals of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below: (a) “Competitive Business” shall mean any Person engaged in the business of designing, marketing or importing Competitive Products for sale or distribution to the Infant and Toddler Retail Market. (b) “Competitive Products” shall mean the type of products designed, marketed, imported, and sold or distributed by Seller to the Infant and Toddler Retail Market in connection with the operation of the Business prior to the date hereof (which shall not include any Seller Exclusive Products (as hereinafter defined)) without regard to (i) the prices at which such products may be sold, (ii) any tradenames, trademarks, brands, labels, logos or other identifying characteristics used in selling such products, or (iii) the types of businesses within the Infant and Toddler Retail Market that may purchase such products. (c) “Confidential Information” shall mean all customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information of Seller used solely in the Business and not generally known by the public, whether or not in written or tangible form. Notwithstanding the foregoing, the definition of Confidential Information shall not include any of the foregoing items insofar as they relate to Seller Exclusive Products. (d) “Infant and Toddler Retail Market” shall mean those retail sales departments within retailers which sell products intended for children from ages zero to four years of age. (e) “Permitted Activities” shall mean (i) owning not more than 5% of the outstanding shares of publicly-held corporations <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or other entity engaged in a Competitive Business which have shares listed on any national or regional securities exchange or registered with the Securities and Exchange Commission (or any comparable regulatory body in any foreign jurisdiction) or through the automatic quotation system of a registered securities association (any such publicly-held corporation or other entity, a “Public Company”); (ii) owning any percentage of the outstanding equity of a Person engaged in a Competitive Business where such equity was acquired by Seller after the date hereof from a Person that is not an affiliate of Seller (with “affiliate” defined as set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended) and where such Competitive Business’s annual sales of Competitive Products into the Protected Market (as hereinafter defined) constitute less than 10% of such Person’s total annual sales revenue, but in no event more than $10,000,000.00; (iii) carrying on or transacting business with any Competitive Business if such activity does not include the sale or distribution of Competitive Products, directly or indirectly, for ultimate purchase by consumers within the Protected Market; and (iv) marketing, selling or distributing any Seller Exclusive Products. (f) “Person” shall mean an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a court, administrative agency or other federal, state, local, municipal, foreign or other governmental or quasi-governmental authority or agency of any nature. (g) “Protected Market” shall mean the United States. (h) “Restricted Period” shall mean the period commencing on the date of this Agreement and ending on the date which is four (4) years from the date of this Agreement. (i) “Seller Exclusive Products” means any Inventory (as defined in the Purchase Agreement) that is not included within the Eligible Inventory (as defined in the Purchase Agreement) transferred to Purchaser pursuant to the Purchase Agreement. 2. No Competing Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, it will not, directly or indirectly, own, manage, operate, control, invest in or acquire an interest in, or otherwise engage or participate in the establishment, management or operation of, any Competitive Business that sells or distributes Competitive Products, directly or indirectly, for ultimate purchase by consumers in the Protected Market, without regard to whether the Competitive Business has any office, manufacturing or other business facilities within the Protected Ma<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [P<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CRANE CO. 100 FIRST STAMFORD PLACE STAMFORD, CT 06902 NON-DISCLOSURE AGREEMENT Liberty Technologies, Inc. Attn: R. Nim Evatt Lee Park 555 North Lane, Suite 6000 Conshohocken, PA 19428-2208 Gentlemen: Crane Co. is about to enter into discussions and evaluations concerning a possible negotiated transaction involving one or more divisions or subsidiaries of Liberty Technologies, Inc. (the "Business"). In connection with these discussions and evaluations, you are furnishing us or our representatives with certain information which may be either non-public, confidential or proprietary in nature. The divisions or subsidiaries are part of the Business. The information furnished to us or our representatives, together with analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives (including attorneys, accountants and financial advisors) or employees which contain or otherwise reflect such information or our review of, or interest in, the Business, is hereinafter referred to as the "Information." In consideration of your furnishing us with the Information, we agree that: 1. The Information will be kept confidential and shall not without your prior written consent, be disclosed by us, or by our agents, representatives or employees, in any manner whatsover, in whole or in part, and shall not be used by us, our agents, representatives or employees, other than in connection with the transaction described above. Moreover, we agree to reveal the Information only to our agents, representatives and employees who need to know the Information for the purpose of evaluating the transaction described above, who are informed by us of the confidential nature of the Information and who shall agree in writing to act in accordance with the terms and conditions of this Agreement. We shall be responsible for any breach of this Agreement by our agents, representatives or employees. 2. Without your prior written consent, except as required by law, we and our agents, representatives and employees will not disclose to any person or entity the fact that the Information has been made available, that discussions or negotiations are taking place or have taken place concerning a possible transaction involving the Business or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. 3. We shall keep a record of the written Information furnished to us and of the location of such Information. All copies of the Information, along with our notes on, summaries and compilations of, or excepts from, the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be returned to you immediately upon your request. That portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be held by us and kept confidential and subject to the terms of this Agreement, or destroyed upon your request, and any oral Information will continue to be subject to the terms of this Agreement. Such destruction will be confirmed in writing to you by us and the person or persons who prepared such documents. 4. The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a result of a disclosure by us, our agents, representatives or employees, or (ii) become available to us on a non-confidential basis from a source (othe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r than you or your agents) which is not prohibited from disclosing such information to us by a legal, contractual or fiduciary obligation to you or (iii) information which we have developed independently through conducting our own competitive business. 5. Without your prior written consent, we and our Representatives will not communicate with any person or entity that is a party to any agreement with the Business or any possible transaction between us and the Business involving the Business. 6. Without your prior written consent, we will not for a period of one year from the date hereof directly or indirectly solicit for employment any person who is now employed by you or any of your subsidiaries who is identified by us as a result of our invastigation of the Business. 7. We acknowledge that you make no express or implied representation or warranty as to the accuracy or completeness of the Information, and you expressly disclaim any and all liability that may be based on the Information, errors therein or omissions therefrom. We agree that we are not entitled to rely on the accuracy or completeness of the Information and that we shall be entitled to rely solely on the representations and warranties made to us by the Business in any final purchase agreement regarding the acquisition. 8. In the event that we or anyone to whom we transmit the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, we will provide you with prompt written notice and oral notice so that you may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Business waives compliance with the provisions of this Agreement, we will furnish only that portion of the Information which we are advised by the Business or the Business' attorney we are legally required to furnish and we will exercise the efforts directed by the Business to obtain reliable assurance that confidential treatment will be accorded the Information. All costs for actions taken at the direction of the Business shall be subject to indemnification and reimbursement by the Business. 9. We agree that, until the expiration of the term of this Agreement pursuant to Paragraph 10 below, neither we nor any of our affiliates, including any person or entity directly or indirectly through one or more intermediaries, controlling us or controlled by or under common control with us, will purchase, offer or agree <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ctions 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, includin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g 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 from any device, technologies, and/or locations in the event of any violation of security policy or procedure or any perceived infraction thereof. Vendor shall give CVS notice immediately if CVS Information has been accessed by unauthorized individuals or if there is any evidence of any such infraction. 5.0 Development of Similar Technology Notwithstanding anything to the contrary herein, both parties acknowledge that each has and will have under development, both internally and through third-party vendors, various projects relating to the subject matter of the discussions and disclosures contemplated under this Agreement, including software development relating thereto. Nothing in this Agreement shall limit or restrict in any way either party's ability to pursue and develop such software, technology, products or services independently of the Information provided by the other party hereunder, without payment to the other party of any royalties, license fees or other amounts of any nature. 6.0 Standard of Protection For the purpose of complying with the obligations set forth herein, the party receiving any Information shall use efforts commensurate with those that such party employs for the protection of corresponding sensitive information of its own, and such receiving party shall not be liable for any inadvertent disclosure of Information provided that (i) it has used substantially the same degree of care to avoid disclosing such Information as it uses for its own information of like importance, and (ii) upon discovery of any inadvertent disclosure it shall use reasonable efforts to prevent further disclosure of such Information. 7.0 Compliance with Legal Process In the event that the party receiving any Information is legally requested or required (by oral questions, interrogatories, requests for information or doc<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ny way the meaning or interpretation of this Agreement. 18. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties. 19. CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word "including" shall mean including without limitation. 20. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed as giving any person, firm, corporation, or other entity, other than the parties who are signatory hereto and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement under their hand and seal as of the date first hereinabove set forth. ------------------------------ [Name] Selling Shareholder DOLLAR TREE STORES, INC. By ------------------------- Name: Title: DOLLAR TREE WEST, INC. By ------------------------- Name: Title: State of City/County of The foregoing instrument was acknowledged before me this day of , 1998, by as Selling Shareholder. ------------------------------------- Notary Public My commission expires: Commonwealth of Virginia City of The foregoing instrument was acknowledged befor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e me this day of , 1998, by as the of Dollar Tree Stores, Inc., a Virginia corporation, on behalf of such corporation, and as the of Dollar Tree West, Inc., a California corporation, on behalf of such corporation. -------------------------------------- Notary Public My commission expires: --------------------<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement. 6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agree<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. 6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. COMPUCOM SYSTEMS, INC. By: ------------------------------------ Name: Lazane M. Smith Title: Senior Vice President and Chief Financial Officer ENTEX INFORMATION SERVICES, INC. By: ------------------------------------ Name: Kenneth A. Ghazey Title: President -10-<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction). 8. Notice of Breach. Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. 9. No Binding Agreement for Transaction. The parties agree that neither party will be under any legal obligation of any kind whatsoever w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ith respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discuss<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f Company including but not limited to: (i) any and all technical, business or financial information or property, owned by or licensed to Company, or otherwise relating to Company and/or any of its subsidiaries, affiliates and related entities which is heretofore or hereinafter disclosed to Supplier, including but not limited to information regarding Company’s goods or services, processes, personnel, finances, business plans, studies, analyses, projections, research, market data, operations, apparatus, computer software, know-how, trade secrets, inventions, equipment, tools, molds, dies, fixtures, parts, prototypes, samples, drawings, test results, material and manufacturing specifications, suppliers, customers, employees, processes, licensing and any other ideas or information relating to Company’s business or Company Products, the Supplies or any business or activity in which Company is engaged, regardless of the form of disclosure, whether or not disclosed in a writing marked “Confidential” or in some similar manner or identified as confidential; (ii) improvements derived by Supplier from the information identified in Subsection l(A)(i) or from access to Company’s facilities; and (iii) any and all software, reports, memoranda, documents, developments, or other results produced by Supplier in the performance of providing Supplies that are directly related to Company’s business and not primarily to general technology used by Supplier in the conduct of its core business. B. Confidential Information shall not include any information which: (a) was known to Supplier at the time of disclosure as evidenced by Supplier’s written records; or (b) after disclosure by Company, is lawfully obtained by Supplier from a third party who has the right to disclose such information to Supplier; or (c) legally enters the public domain or is generally available to the public other than by an unauthorized act by Supplier or the party to which such information was originally disclosed; provided, however, Confidential Information which is composed of a combination, compilation or sequential arrangement of individual elements or features which individual elements are available to the general public or are or were known or become known to Supplier, shall be considered Confidential Information with respect to such combination, compilation or sequential arrangement. C. All Confidential Information is acknowledged by Supplier to be the property or an otherwise protectible interest of Compan<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y or its licensors whether or not it constitutes a trade secret. 2. Protection of Confidential Information. A. Supplier shall use Confidential Information only to assist Supplier in making proposals to provide Supplies to Company and in providing Supplies to Company under Company’s purchase orders or other written agreements. Supplier shall not use or disclose Confidential Information except as required by the performance of its obligations to Company. Supplier shall disclose Confidential Information only to those employees of Supplier who (a) must have the specific Confidential Information either for the development, production, testing and provision of Supplies or to decide whether to develop or supply the Supplies to Company; and (b) have signed this Agreement (or a similar agreement) binding such employees personally to the terms of this Agreement during and after their employment with Supplier. Supplier shall not disclose Confidential Information to any third party, including Supplier’s related entities, without the prior written consent of Company and the written agreement of third parties binding them to the terms of this Agreement. B. Supplier shall not duplicate or summarize the Confidential Information to any third party, without the prior written consent of Company. Supplier shall not decompile or reverse engineer Company Products and any information resulting from any decompiling or reverse engineering shall be deemed to be Confidential Information of Company. C. The Confidential Information, and all copies, summaries, notes, and computations related thereto, shall be delivered by Supplier to Company within 48 hours of demand. D. In addition, Supplier shall take all reasonable precautions to protect the Confidential Information from unauthorized access and use, but not less than used by Supplier to protect its own most valuable information. E. During and after the period Supplier is providing Supplier services to Company, Supplier shall not produce, provide, or sell to anyone, other than Company, any Supplies which include or are produced with Confidential Information. F. In addition, Supplier shall not and warrants that anyone obtain the Confidential Information disclosed hereunder by or through it, shall not: (i) Contest, anywhere in the world at any time in the future, the validity of Company’s proprietary rights in, or any Company claim to the ownership or inventorship of, any Confidential Information; or (ii) Attempt to or actually apply for, obtain or claim ownership of, inventorship in or right to use of any proprietary rights in any Confidential Information (including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, or trade secret rights). G. All improvements to Company Products, their components, or their underlying technology developed during the performance of any purchase order issued by Company to Supplier shall belong to Company. H. Supplier shall not disclose the Confidential Information to any person that would result in a violation of United States or Canadian export or other law. 3. Status of Supplier. Supplier’s status at all times shall be that of an independent contractor, and Supplier shall not be con<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>er this Agreement (including information in computer software or held in electronic storage media) shall be and shall remain the property of the Disclosing Party. The Receiving Party, upon the written request of the Disclosing Party at any time, shall promptly return or destroy all such tangible Confidential Information of the Disclosing Party in its possession, and the Receiving Party shall thereafter retain no such Confidential Information in any form. The Receiving Party shall be fully responsible for the return or destruction of all Confidential Information disclosed to its affiliates, its employees, it representatives and/or its consultants. 6. Without the prior written consent of the other Party, a Party will not disclose (other than as anticipated elsewhere in this Agreement) to any third party any information (including Confidential Information) regarding the Transaction, including without limitation, the fact that discussions are occurring concerning the Transaction, any of the terms or conditions relating to the Transaction being discussed by the Parties, or the existence of this Agreement. 7. This Agreement shall become effective on the date first set forth above and shall continue for the longer of (i) one (1) year from the Effective Date or (ii) one (1) year after the termination of any definitive agreement entered into by the Parties with respect to the Transaction, except as otherwise explicitly stated herein. 8. The Parties understand and agree that unless and until a definitive agreement between Proxicom and Dimension with respect to a possible Transaction is executed and delivered, neither Proxicom nor Dimension will be under any legal obligation of any kind with respect to the Transaction by virtue of this or any other written or oral expression, except for matters expressly agreed herein. Neither Party makes any representation or warranty as to the accuracy or completeness of any information disclosed hereunder. 9. Dimension hereby acknowledges that Proxicom is disclosing its Confidential Information in consideration of Dimension's agreement not to propose to Proxicom or any other person or entity any transaction between Dimension and Proxicom and/or its security holders or involving any of Proxicom's securities or security holders unless Proxicom shall have requested in writing that Dimension make such a proposal, and that Dimension will not acquire, or assist, advise or encourage any other persons or entities in acquiring, directly or indirectly, control of Proxicom or any of Proxicom's securities, businesses or assets for a period of one (1) year from the date of this Agreement unless Proxicom shall have consented in advance in writing to such acquisition. Dimension also agrees that Proxicom shall be entitled to equitable relief, including injunction, in the event of any breach of the provisions of this paragraph and Dimension further agrees that it shall not oppose the granting of such relief. Notwithstanding the foregoing, Dimension shall not be subject to the restrictions provided in this paragraph 9 if (i) at any time, any person or entity other than Dimension announces an intention to acquire, directly or indirectly, any vot<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing securities or assets of Proxicom or (ii) Proxicom publicly solicits offers for its acquisition or the acquisition of its business and/or assets in their entirety. 10. To the extent that any Confidential Information may include materials 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 respective desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. 11. Each Party acknow<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> capital letters used herein that are not defined herein shall have the meanings provided for such terms in the Merger Agreement. As used herein, the term "Target Company" shall mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the surviving corporation in the Merger. 2. Restrictive Covenants. (a) Samples hereby acknowledges and agrees that (i) the know-how, trade secrets, intellectual property rights, marketing and operating techniques, contacts, customers, suppliers, technology and other aspects of the business of the Target Company and the Related Entities have been, and hereafter will be, of value to the Acquiror, the Target Company and the Related Entities and have provided, and hereafter will provide, the Acquiror, the Target Company and the Related Entities with substantial competitive advantage in the operation of their businesses; (ii) by virtue of his previous relationship with the Target Company and the Related Entities as an officer, director, shareholder and employee, he has detailed and substantial knowledge and possesses confidential information concerning the business, operations, pricing structure, customers, suppliers, personnel and competitive methods of the Target Company and the Related Entities; and (iii) he has substantial financial resources and experience in the business of owning, franchising, licensing and operating hotels and the ability to operate a business or businesses that could compete with the Acquiror, the Target Company, their respective subsidiaries and affiliates and the other Related Entities. (b) Samples agrees that, except for such disclosure as may be required by applicable law, he shall not, directly or indirectly, for himself or through or on behalf of any other person or entity, at any time after the date hereof, without the prior written consent of the Acquiror, reveal, divulge, disclose or communicate to any person, firm, association, corporation or other entity, or use, in any manner whatsoever any know-how, trade secrets, intellectual property rights, marketing and operating techniques, business contacts, client or customer lists, suppliers, technology, contracts or other confidential or proprietary information of the Target Company, any Related Entity or any of their respective affiliates (except Innco Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and Transamerican Properties, Inc. and T.I.P. Realty Partners, and any entity controlled by either of them and the Broadway Plaza Suites in Kansas City, Missouri); provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (i) it is a matter of common knowledge or public record or (ii) the Undersigned can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement. (c) Samples agrees that, for a period of five (5) years (or such lesser period hereinafter provided for) following the date hereof (the "Restricted Period"), he shall not, without the prior express written consent of the Acquiror: (i) except with respect to the Permitted Hotels (as defined below), call upon, solicit, divert, take away or attempt to call upon, solicit, divert or take away any existing or potential customers, suppliers or accounts of the Acquiror Companies, the Target Company or the Related Entities or their respective busin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>esses in connection with any business substantially similar to the Business; (ii) hire or attempt to hire, for himself or on behalf of any other person, any present or future employee of the Acquiror Companies, the Target Company or any Related Entity; or (iii) own, lease, maintain, operate, franchise, license, manage, invest in or provide financing for, or give any advice to any person, firm, partnership, association, venture, corporation or other entity owning an interest in or engaging, directly or indirectly, in the management or operation of, (A) any Hilton Garden, Courtyard by Marriott or Doubletree Club hotel wherever located or (B) any other Upscale Hotel (as defined below) or Extended Stay Hotel (as defined below) located in the United States, Canada, Mexico or the Caribbean within a ten (10)-mile radius of any hotel now or hereafter operated under the "Wyndham," "ClubHouse," or "Homegate" brand, except for any such activity conducted for or on behalf of, or in conjunction with, any of the Acquiror Companies or, in the case of clause (B), Permitted Hotels (as defined below); provided, that if a hotel operated under the "Wyndham," "ClubHouse," or "Homegate" brand is announced for a location that is within a ten (10)-mile radius of any hotel that prior to the date of such announcement was in operation and is owned, managed or operated by any such entity in which Samples has also prior to such date commenced involvement of a type that would otherwise be restricted by clause (B), then this clause (iii) shall not require Samples to cease such involvement; or (iv) enter into any contract or make any commitment to take any action that is restricted by clauses (i), (ii) or (iii) above. (d) As used in the foregoing provisions, (i) the term "Upscale Hotel" shall mean any hotel or other lodging facility that is a full service hotel or facility of a type that is treated or classified as an "upscale hotel" or as part of the "upscale 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; (ii) the term "Extended Stay Hotel" shall mean any hotel or other lodging facility that derives the majority of its business from guests who stay three consecutive nights or longer or 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 Wich<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement. 11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. 12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> in full force and effect. 13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Government or any of its departments or agencies. 14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended; Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling. 15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law. 16. I represent and warrant that I have the authority to enter into this Agreement. 17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in thi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>) who: reasonably need to receive the Confidential Information to enable the Receiving Party to achieve the Permitted Purpose; have been informed by the Receiving Party (a) of the confidential nature of the Confidential Information and (b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement; in the case of the Receiving Party’s officers and employees, have written confidentiality obligations to the Receiving Party that (a) are no less onerous than the provisions of this Agreement and (b) apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; have been provided with a copy of this Agreement and have agreed with the Receiving Party in writing to comply with the obligations of the Receiving Party under this Ag<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>reement, and that agreement provides that the Disclosing Party will be entitled to enforce the agreement as a third-party beneficiary; and in the case of the Receiving Party’s solicitors, have confirmed that they will treat the Confidential Information as if it were the Receiving Party’s confidential information and therefore subject to the rules of the Law Society concerning client information. The Receiving Party shall be responsible for taking reasonable action to ensure that its Authorised Persons comply with the Receiving Party’s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such Authorised Persons. 4. Disclosure to court To the extent that the Receiving Party is required to disclose Confidential Information by order of a court or other public body that has jurisdiction over<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ify and hold Tameracq Partners, Inc harmless from any claims or damages resulting from its use. I will look only to Seller and to my own investigation for all information regarding any business offered by the Franchisee. That, should I enter into an agreement to purchase a business the Franchisee offers for sale, I grant to the Seller the right to obtain, through standard reporting agencies, financial and credit information concerning myself or the companies or other parties I represent and understand that this information will be held confidential by Seller and Tameracq Partners, Inc and will only be used for the purpose of Seller extending credit to me. That all correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease or any business presented to me, or companies I represent, by the Blockbuster Franchisee, will be conducted exclusively through Tamera<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cq Partners, Inc. Agreed to and accepted: Name (signature)Date Name (please print) Tel. No. Address City State Zip For the (name of 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|>antor's access to such confidential information and trade secrets, Covenantor would be in a unique position to divert business from Buyer and to commit irreparable damage to Buyer were Covenantor to be allowed to compete with Buyer or to commit any of the other acts prohibited below; that the enforcement of said restrictive covenants against Covenantor would not impose any undue burden upon Covenantor; that none of said restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce said restrictive covenants against Covenantor is a material inducement to the decision of Buyer to consummate the transactions contemplated in the Purchase Agreement. NOW, THEREFORE in consideration of the foregoing recitals, the mutual agreements hereinafter set forth and the mutual benefits to be derived therefrom, Covenantor covenants and agrees as follows: ARTICLE 1 DEFINITIONS 1.1 The term "Buyer," as used herein, means not only Vertel Corporation, but also any company, partnership or entity which (a) directly or indirectly, controls, is controlled by or is under common control with Vertel Corporation or (b) is a successor-in-interest to Vertel Corporation. 1.2 The term "Confidential Information", as used herein, means all information or material not generally known by non-Company personnel constituting Assets and acquired by Buyer under the Purchase Agreement which (i) gives the Company some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company; (ii) which is owned by the Company or in which the Company has an interest and (iii) which is either (A) marked "Confidential Information," "Proprietary Information" or other similar marking, (B) known by Covenantor to be considered confidential and proprietary by the Company as of the date hereof or (<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>C) from all the relevant circumstances should reasonably be assumed by Covenantor to be confidential and proprietary to the Company. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): trade secrets, inventions, drawings, file data, documentation, diagrams, specifications, know how, processes, formulas, models, flow charts, software in various stages of development, source code, object code, research and development procedures, research or development and test results, marketing techniques and materials, marketing and development plans, price lists, pricing policies, business plans, information relating to customers and/or suppliers' identities, characteristics and agreements, financial information and projections, and employee files. Confidential Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or is required to treat as Confidential Information, whether or not owned or developed by the Company. NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL KNOWLEDGE WHICH COVENANTOR WOULD HAVE LEARNED IN THE COURSE OF SIMILAR EMPLOYMENT ELSEWHERE IN THE TRADE, IF SUCH INFORMATION IS LAWFULLY AVAILABLE TO COVENANTOR FROM A SOURCE OTHER THAN THE COMPANY, OR IF IT IS OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN. 1.3 The term "Closing" shall have the meaning ascribed to it in the Purchase Agreement. ARTICLE 2 COVENANT NOT TO COMPETE Covenantor shall not at any time within the period commencing on the date hereof and ending on the fourth (4/th/) anniversary of the date hereof (the "Restricted Period"), have any ownership interest (of record or beneficial) in or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, limited liability company, partnership, proprietorship or other business that engages in any California county, or in any other state, country or geographic area, listed in Exhibit "A" hereof in a business that is similar to and directly or indirectly offers products or services in competition with the business in which the Company was engaged in such California county, state, country or other geographic area as of the Closing, so long as Buyer, or any successor in interest of Buyer to the business and goodwill of the Company, remains engaged in such business in any such California county, state, country or other geographic area or continues to solicit customers or potential customers therein; provided, however, that Covenantor may own, directly or indirectly, solely as an investment, the securities of any<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>xercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations. 6) Liability 6.1) This Clause sets out the entire liability of the Parties to each other, whether in contract, tort or otherwise, arising from or in connection with this Agreement. 6.2) Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury arising from its negligence, fraudulent misrepresentation or any other liability to the extent the same may not be excluded or limited as a matter of law. 6.3) Subject in any event to Clause 6.2, the Parties in this Agreement shall not be liable to each other, whether in contract, tort, (including negligence) or otherwise, under this Agreement for any loss of business, loss of products, loss of anticipated or actual profit, loss of goodwill or reputation, loss caused by business interruption or (without prejudice to any heads of loss expressly set out in Clause 6.3) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r damage was reasonably foreseeable or might have reasonably been contemplated by either Party. 6.4) Petro-Lube agrees and acknowledges that, to the fullest extent permitted by applicable law, (Your Company Name) makes no representation or warranty as to the satisfactory quality, suitability or fitness for purpose of any Samples and, save as expressly provided otherwise in this 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 enforceability 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 Agreemen<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> provided by the Parties from time to time. (g) General. Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights. 4. Accuracy of Evalua<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion Material: No Representations or Warranties. Each Party acknowledges and agrees (a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and (b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered by both Parties, and then only to the extent, and subject to the limitations, provided therein. 5. No Solicitation. (a) For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for hire any person currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party. In the course of the Parties' discussions and due diligence with respect to the proposed Transaction; provided, however, that the foregoing provision shall not prevent either Party, without such consent, from employing any employee who (i) contacts the hiring Party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring Party, (ii) responds to a mass media solicitation or advertisement consistent with the hiring Party's past practices that is not directed at employees of the other Party or (iii) is identified by a third party executive search firm or employment agency without any assistance from such Party. (b) For a period one year from the date of this Agreement, neither Party shall, without the prior written consent of the other Party or the other Party's board of directors, either directly or indirectly through any affiliate or Representative or otherwise: (i) acquire, offer to acquire, or agree to acquire, by purchase, tender offer, merger, consolidation, share exchange or otherwise, ownership or control of any voting securities, or any direct or indirect right to acquire any voting securities, of the other Party, any subsidiary thereof, or any successor corporation thereto; (ii) make, or in any way participate in any "solicitation" of "proxies" (as such terms are used in the rules and regulations of the Securities and Exchange Commission) 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|>NON-DISCLOSURE AGREEMENT concluded between M&R Automation GmbH Teslastraße 8 A-8074 Grambach near Graz - hereinafter referred to as "M&R" - and xxxx GmbH Street xx, POSTAL CODE, CITY - hereinafter referred to as "Partner" - Preamble M&R will communicate, disclose or make accessible confidential information to the partner in the scope of a draft, an offer phase and/or project handling (hereinafter briefly referred to as "Project"), among others. Against this background, the contracting parties enter into this non-disclosure agreement and agree as follows: I. Confidential Information "Confidential information" in the sense of this agreement is all the information of a financial, commercial, technical or other confidential nature, in particular all specifications, descriptions, drafts, drawings, constructions, cross-sections, samples, data, files, inventions, formulas, procedures, plans, programs, models and other knowledge, experience and know-how that are not part of the state of the art that are disclosed or made accessible to the Partner by M&R in the scope of the project, and that independently of whether they were expressly or implicitly designated as secret or confidential in each case. In particular, data in connection with accounting, such as balance sheets, interim balance sheets, reports, analyses, supporting documents and the like are confidential information as defined by the agreement. II. Non-Disclosure Agreement The Partner shall protect the confidential information disclosed to him in connection with the project or to which he is given access in connection with the project from being disclosed to third parties, being used by third parties or being published at least with the same diligence he applies in order to protect his own confidential information of identical importance. The Partner shall use confidential information from M&R for no other purposes than the project unless M&R has approved of such a different use in writing beforehand. If further third parties are involved in the project, the Partner shall not disclose or make available confidential information to the third party before M&R has approved of that and the third party has also committed himself to strict confidentiality. Confidential information may only be passed on to general managers, employees, representatives or consultants of the Partner for whom the disclosure of or access to such confidential information is demonstrably necessary in the scope of the project. Insofar as these parties are not already bound to secrecy because of a work contract and/or based on a statutory non-disclosure obligation, these parties have to be bound to secrecy beforehand by making them sign a declaration according to Annex 1, and that also beyond the termination of their employment; this shall apply independently of the type or the legal arrangement of the employment. Unless otherwise provided for in this agreement, the above-mentioned oblig<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ations of this Section II shall apply in each case for a period of 3 (three) years after the point in time at which the respective confidential information was disclosed by M&R or made accessible to the Partner. III. Exceptions from the Non-Disclosure Agreement Excepted from the non-disclosure obligation above shall be know-how and information a) which was apparent to or generally known by the Partner or was state of the art already; b) which was already known by the Partner at the time of disclosure; c) which subsequently becomes apparent or generally known or state of the art through no fault of the Partner; d) which is disclosed or made accessible to the Partner by a third party who has the right to do so; e) regarding which M&R previously agreed to a passing on, disclosure or making accessible to third parties in writing. The burden of proof for the presence of an exception in the above-mentioned sense lies with the Pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Company’s business from and after Closing. 4. Non-Disclosure. The Restricted Party agrees not to dispute, contest, or deny any ownership rights of the Alliqua Entities of the Confidential Information or the Company Intellectual Property. The Restricted Party agrees to preserve and protect the confidentiality of all Confidential Information. The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party’s own account any Confidential Information. The Restricted Party shall hold all Confidential Information in the strictest confidence, and take all commercially reasonable precautions to prevent its inadvertent disclosure to any unauthorized person. The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as soon as practicable, so that the Alliqua Entities, at their sole expense, may seek a pro<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tective order or other appropriate remedy. 5. Non-Competition and Non-Solicitation. In exchange for the consideration contemplated under the Contribution and Merger Agreement and the consummation of the other transactions contemplated by the Contribution and Merger Agreement: (a) During the Restricted Period, the Restricted Party shall not, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engage in the Restricted Business, other than on behalf of the Alliqua Entities; provided, that the restrictions contained in this Section 5(a) shall not restrict the acquisition by the Restricted Party, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. (b) During the Rest<|eot_id|> |
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