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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|>Non-Disclosure Agreement This Agreement is entered into this ……..(Date) day of ………….(Month), .......... (Year) between (Name of the Mission) (hereinafter called as "Discloser") and (Name of the Company with Address) (hereinafter called as "Recipient"), collectively "Party" or "Parties". WHEREAS the Discloser possesses certain information relating to the security set-up, security architecture, lay-out, security processes and procedures, designs, drawings, software and hardware configuration, computer programs, algorithms, services, customers etc that is confidential and proprietary in nature (hereinafter called as "Confidential Information"); and WHEREAS the Recipient is bound to get to know about the Confidential Information in pursuant to the terms of the Agreement for the purpose of supply, installation, testing and commissioning of a CCTV System (hereinafter called as "Purpose") in the (hereinafter called as "Premises"); NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the Parties agree as follows: 1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information. 2. Confidentiality: 2.1 No Use: Recipient agrees not to use the Confidential Information in any way or under any circumstances share the same, in wr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>iting or through any other means, with any Third Party. 2.2 No Unauthorized Disclosure: Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person(s) or entity (ies), even if authorized or directed under any law, without the express permission of the Discloser. Discloser, notwithstanding, shall have the right to deny such disclosure of the Confidential Information being detrimental to the security interests of the Discloser and/or its 2.3 Protection of Secrecy: Recipient agrees to take all steps necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from failing into the public domain or into the possession of unauthorized person(s) and/or entity(ies). 2.4 Recipient agrees that the layout plan of the structural design of the Premises, whether in in physical or electronic form, shall always be in the custody of the Discloser. However, the Recipient shall have the access to the layout plan for the purpose of carrying out the contract for installation of CCTV System. 3. Notices: All notices hereunder shall be given by letter, addressed as follows: 4. Term and Termination. The term of this Agreement shall commence on the [Name of the Mission/Post] [Name of the Company] [Address] [Address] Attention [Insert Name] Attention:[Insert Name] Title:[Insert Designation] E- Title: [Insert Designation] E- mail:[Insert E-mail] mail:[Insert E-mail] Telephone:[Insert Number] Telephone: [Insert Fax:[Insert Number] Number] Fax: [Insert Number] Effective Date i.e. the date of signing the Agreement for the Purpose and continue for such a period until and unless the Discloser terminates the Agreement or the Premises is relocated or vacated or abandoned, whichever is earlier. 5. Breach. The Recipient acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to Discloser including loss of lives and limbs of the persons and damage to the property, for which monetary damages may be difficult to ascertain or turn to be meaningless. The Recipient therefore agrees that Discloser will have the right, in addition to its other rights and remedies, to seek injunctive relief for violations of this Agreement. 6. In case the Discloser suspects any violation of this Agreement, upon reasonable notice, it shall be binding for the Recipient to allow the Discloser to carry out an Audit by itself or by an authorized representative. In such a situation, the Recipient shall cooperate with the Discloser. The onus to rebut the suspicion shall lie on the Recipient 7. Any dispute or difference arising out of or in connection with this Non- Discloser Agreement shall be setteled amicably by the Parties through mutual negotiations. Any unsettled dispute or difference shall be referred to Arbitration by a Sole Arbitrator. The Arbitration shall be conducted in accordance with the rules and procedure of UNCITRAL in force on the date of Agreement. Arbitration proceedings shall be held in India and will be conducted in English.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ordance with Sections 4.4 and 6.9 of the Asset Purchase Agreement, Seller Parties agree to enter into this Agreement; WHEREAS, the Seller Parties acknowledge that the covenants of the Seller Parties set forth in this Agreement are an essential element of the Acquisition and that, but for this Agreement, Buyer Parties would not have entered into the Asset Purchase Agreement; and WHEREAS, the Seller Parties possess substantial and intimate knowledge of the business and affairs of the Company and its policies, methods, personnel and operations; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Non-Competition. For a period of four years from the date of this Agreement (the "Restricted Period"), Seller Parties shall not, directly or indirectly, engage in The Company's Business (as hereinafter defined) or, without the prior written consent of Buyer Parties, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, as a partner, stockholder, consultant or otherwise, any Person that competes with The Company's Business as it is conducted as of the Closing Date. For purposes of this Agreement, the term the "The Company's Business" shall mean any business anywhere in the world that provides products or services of the kind provided by the Business (as defined in the Recitals of the Asset Purchase Agreement) as of the Closing Date. Notwithstanding the foregoing, for the purposes of this Section 1, ownership of securities having no more than one percent (1%) of the outstanding voting power of any competitor which are listed on any national securities exchange, automated securities exchange (including Nasdaq) or traded actively in the national over-the-counter market (in each case including any foreign equivalent) shall not be deemed to be in violation of this Agreement. 2. Confidentiality. During the Restricted Period and at all times thereafter, Seller Parties will keep and hold all Confidential Information (as hereinafter defined) in strict confidence, and will not use or disclose in any way any of such Confidential Information without the prior express written consent of the Buyer Parties. For the purposes of this Agreement, the term "Confidential Information" shall mean all trade secrets and confidential or proprietary information (and any tangible representation thereof) owned, possessed or used in connection with The Company Business or by the Buyer Parties and its Affiliates; provided, however, that "Confidential Information" does not include information which is or becomes generally available to the public other than as a result of a disclosure by a Seller Party.. 3. Non-Solicitation. During the Restricted Period, Seller Parties agree that they will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that competes with The Company Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Company engaged prior to the Closing Date (provided that Simtek shall have the right to do business with any of its current or former customers), or interfere with or attempt to interfere with any officers, employees or consultants of the Buyer Parties, induce or attempt to induce any of them to leave the employ of the Buyer Parties or violate the terms of their Contracts, or any employment arrangements, with Buyer Parties, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r, without the prior written consent of Buyer Parties, directly or indirectly, solicit to hire, hire or employ, whether as an employee, director, contractor, consultant or otherwise any officers, employees or consultants of the Buyer Parties, unless such Person's employment is terminated by the Seller Parties or its Affiliate; provided, however, that this Section 3 shall not prohibit general solicitations of or advertisements for employment by the Seller Parties that are not generally directed at any officers, employees, representatives or agents of the Buyer Parties, so long as the Seller Parties do not hire any such Person who responds to any such general solicitation or advertisement. 4. Certain Definitions. For purposes of this Agreement, (a) the term "Person" shall mean an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization, (b) the term "Affiliate" shall mean with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and (c) the term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 5. Extension of Restricted Period. The Restricted Period shall be extended by the length of any period during which the Seller Parties are in breach of the terms of this Agreement. 6. Amendments and Supplements. This Agreement may not be amended, modified or supplemented by the parties hereto in any manner, except by an instrument in writing signed by the Seller Parties and the Buyer Parties. 7. No Waiver. The terms and conditions of this Agreement may be waived only by a written instrument signed by the party waiving compliance. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. 8. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws. 9. Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand, sent by facsimile transmission with confirmation of receipt, sent via a reputable overnight courier service with confirmation of receipt requested, or mailed by registered or certified mail (postage prepaid and return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed: If to Buyer or Hittite: Hittite Microwave Corporation 20 Alpha Road Chelmsford, MA 01824 Attention: William W. Boecke, Chief Financial Officer Facsimile: (978) 250-3373 with a copy to: Foley Hoag LLP World Trade Center Wes<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 PARTIES: McMaster University (‘University’) 1280 Main Street West Hamilton, ON L8S 4L8 Company/Organization name(‘Company’) Company/organization address DATE: March 12,2019 (‘Effective Date’) In consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION Confidential Information means any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to Name of Technology/Project, file # which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. 2. EXCEPTIONS TO CONFIDENTIAL INFORMATION This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; iv. is used or disclosed by Recipient with Discloser’s prior written approval; or v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of Recipient under the order to disclose or cause Recipient to be subject to any fine, penalty or prosecution. 3. DESIGNATED REPRESENTATIVES Each party designates a representative for coordinating receipt, release and delivery of Confidential Information, which for the University will be Name of Principal Investigator and/or Technology Transfer Office representative and for Company: Name of designated representative for company, or another individual(s) as the party may designate in writing to the other party. 4. USE OF CONFIDENTIAL INFORMATION Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser. 5. NON-DISCLOSURE Recipient must keep the Confidential Information in confidence. Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, students (in University’s case) and consultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 Discloser. 6. STANDARD OF CARE Recipient must use at least the same standard of care in protecting the confidentiality of the Confidential Information as it uses in protecting its own information of a similar nature and, in any event, no less than a reasonable standard of 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. 7. 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. 8. NO LICENCE OR OTHER RIGHTS All Confidential Information remains the property of Discloser and no licence or any other rights to the Confidential Information is granted to Recipient under this Agreement. This Agreement does not obligate the Discloser to make any disclosure of Confidential Information to the Recipient or require the parties to enter into any business relationship or further agreement. 9. LIMITED WARRANTY & LIABILITY Discloser warrants that it has the right to disclose the Confidential Information to Recipient. Discloser makes no other warranties in respect of the Confidential Information and provides all information “AS IS” without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party intellectual property rights. Neither party will be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information. 10. TERM This Agreement and Recipient’s obligation to keep Confidential Information confidential expires three (3) years after the Effective Date. 11. GENERAL PROVISIONS 11.1 Notices - All notices given under this Agreement must be in writing and delivered by courier or registered mail, return receipt requested, or facsimile, to the address of the party set out on page one of this Agreement. All notices to the University must be addressed to: Executive Director McMaster Industry Liaison Office 175 Longwood Road South McMaster Innovation Park, Rm. 305 Hamilton, ON L8P 0A1 Tel. 905.525.9140, ext. 23164 Fax. 905.546.1372 [email protected] and all notices to the Company must be addressed to: title/contact name for position. Notices will be deemed to have been received on the date of delivery, if delivered by courier, on the fifth business day following receipt, if delivered by registered mail or on the first business day following the electronic confirmation of the successful transmission of the facsimile, if sent by facsimile. 11.2 Remedies - Recipient agrees that damages may not be an adequate remedy for any breach or threatened breach of the Recipient’s obligations under this Agreement. Accordingly, in addition to any and all othe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>) Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered by the parties. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term "definitive agreement" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party under this Agreement, to reject any any all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time. (12) Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. (13) Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. (14) Injunctive Relief. It is further understood and agreed that money damages would not be sufficient remedy for any breach of this Agreement by either party or any of its Representatives and that the non-breaching party shall be entitled to seek to obtain equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this Agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal therefrom. In no event shall either party be liable for consequential or punitive damages. (15) Governing Law; Forum. This Agreement shall be governed by an construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State. Any dispute between the parties arising out of or connected to this Agreement or its enforceability or interpretation, including any injunctive relief, shall be brought and resolved solely in the federal or state courts located within the Southern District of New York, and the parties hereby submit to the personal jurisdiction of said courts. (16) Term. Except as explicitly provided in s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ections (8) and (9) above, this Agreement shall terminate one (1) year from the date first set forth above. (17) Counterparts. This Agreement may be executed in two counterparts, which together shall be considered one and the same agreement and all become effective when such counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. [Remainder of page intentionally left blank] Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Confidentiality Agreement shall become a binding agreement between you and SangStat Medical Corporation. Very truly yours, SANGSTAT MEDICAL CORPORATION By: /s/ ADRIAN ARIMA Name: Adrian Arima Title: Senior Vice President and General Counsel Accepted and Agreed as of the date first written above: GENZYME CORPORATION By: /s/ RICHARD DOUGLAS Name: Richard Douglas Title: Sr. V.P. Corporate Development [SIGNATURE PAGE TO CONFIDENTIALITY AGREEMENT]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> during the time Contractor is working for the Company, Contractor will not have any proprietary interest in any competitive business except for an interest of less than five percent (5<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>%) of the outstanding shares of a publicly-held corporation, meaning a corporation whose outstanding shares are owned by one hundred (100) or more shareholders. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not solicit customers of the Company for any purpose whatsoever. In addition, Contractor represents and warrant that Contractor does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies and / or individuals who have businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company during the term of the Agreement. VII. GENERAL PROVISIONS. A. If any portion of this Agreement is found to be void or unenforceable, it shall be severed from this Agreement, leaving in force the remainder of this Agreement. B. This Agreement will be binding upon our heirs, assigns, executors, administrators or other legal representatives. C. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless contained in a single writing and signed by both the Company and Contractor. No course of conduct or manner of dealing with the parties shall constitute a waiver of any term or provision of this Agreement. D. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorney fees, expert witness fees and legal expenses as shall be fixed by a court of competent jurisdiction. Subject to the provision of paragraph IV(C), this Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the courts of said state, and Contractor hereby expressly submits to the jurisdiction of sa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure. 7. No Obligation to Pursue Transaction. Unless the Parties enter into a Definitive Agreement, no agreement providing for a transaction involving either of the Parties will be deemed to exist between the Parties, and neither Party will be under any obligation to negotiate or enter into any such agreement or transaction with the other Party. Each Party reserves the right, in its sole discretion: (a) to conduct any process it deems appropriate with respect to any transaction or proposed transaction involving such Party and to modify any procedures relating to any such process without giving notice to the other Par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty or any other Person; (b) to reject any proposal made by the other Party or any of the other Party’s Representatives with respect to a transaction involving such Party; and (c) to terminate discussions and negotiations with the other Party at any time. Each Party recognizes that, except as expressly provided in any binding written agreement between the Parties that is executed on or after the Effective Date: (i) the other Party and its Representatives will be free to negotiate with, and to enter into any agreement or transaction with, any other interested party; and (ii) such Party will not have any rights or claims against the other Party or any of the other Party’s Representatives arising out of or relating to any transaction or proposed transaction involving the other Party. 8. No Waiver. No failure or delay by either Party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived or amended. 9. Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by such Party or by any of such Party’s Representatives and that the other Party is likely to suffer irreparable harm as a result of any such breach. Accordingly, each Party will be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by the other Party or any of the other Party’s Representatives. The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity to the Parties. In the event of litigation relating to this Agreement, (a) if a court of competent jurisdiction decides that there is a prevailing Party in such litigation, then the non-prevailing Party will pay to the prevailing Party the reasonable legal fees incurred by the prevailing Party in connection with such litigation (including any appeal relating thereto) or (b) if a court of competent jurisdiction (i) does not opine on whether there is a prevailing Party in such litigation and (ii) determines that either Party or any of its Representatives has breached this Agreement, such breaching Party will be liable for, and will pay to the other Party, the reasonable legal fees incurred by the other Party in connection with such litigation (including any appeal relating thereto). 10. Successors and Assigns; Applicable Law; Jurisdiction and Venue. This Agreement will be binding upon and inure to the benefit of each Party and its Representatives and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts 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|>plied or otherwise, regarding the Confidential Information’s completeness, accuracy or performance. 6. Remedies Both parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution and broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information.The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney’s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney’s fees and expenses incurred. 7. Notice of Breach The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use of disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the DIsclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use. 8. Relationships Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose. 9. Severability If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. 10. Integration This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties. 11. Waiver The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 12. Transfer or Assign This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d this Agreement through its authorized representative. 13. Miscellaneous Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the aforementioned effective date. DISCLOSING PARTY Signature: Name Date: RECEIVING PARTY Signature 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|>EXHIBIT 10.6 NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT ("Agreement"), dated this 2nd day of August 2005 (the "Effective Date"), by and between John Ermilio ("Ermilio") and National Investment Managers Inc., a Florida corporation (the "Purchaser"). RECITALS A. Pursuant to that certain Stock Purchase Agreement, dated August 2, 2005, by and among Haddon Strategic Alliances, Inc., John Ermilio and the Purchaser (collectively, the "Purchase Agreement"), the Purchaser is acquiring 100% of the Companies' issued and outstanding common stock, including Ermilio's controlling interest therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. B. Ermilio has been a principal shareholder of the Company for many years and has developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith. C. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to the Purchaser to enter into the Purchase Agreement and effect the purchase of the Company and its businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement. D. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Purchase Agreements. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1 Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Ermilio covenants and agrees that he will not, without the Purchaser's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of the Purchaser or its Affiliates): (A) be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual that competes with the Purchaser or its Affiliates in the areas of pension administration, insurance product sales, investment advisory services and other retirement products, in the following territory: in Pennsylvania - <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia; and in New Jersey - the counties of Burlington, Camden, Cumberland, Gloucester, Mercer and Salem; (B) solicit or divert any business or any customer from the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so; (C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so; or (D) hire, solicit or divert from the Purchaser or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, been engaged by the Purchaser or its Affiliates, nor assist any person, firm, corporation or other entity in doing so. As used in this Agreement, the term "Affiliates" shall mean any entity controlling, controlled by or under the common control of the Purchaser. For the purpose of this Agreement, "control" shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding shares or other voting rights of an entity or possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity. As used in this Agreement, "Restricted Period" means the period commencing on the date hereof and ending as follows: If the Purchaser or SHRA does not offer Ermilio an extension ("Extension") of his employment agreement, of even date herewith, with SHRA beyond the expiration date of the original one-year term ("Expiration Date"), then the Restricted Period shall be one (1) year from the date hereof. If the Purchaser or SHRA offers Ermilio an Extension, then the Restricted Period shall extend until the later of (i) two (2) years from the date hereof and (ii) one (1) year from the date of his termination of employment with the SHRA, or any Affiliate of SHRA, for any reason. 2 Nondisclosure. Ermilio understands and agrees that the business of the Purchaser and its Affiliates is based upon specialized work and Confidential Information (as hereinafter defined). Ermilio agrees that during the Restricted Period, he shall keep secret all such Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of the Purchaser, any Confidential Information. At any time upon the Purchaser's request, Ermilio shall turn over to the Purchaser all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Ermilio containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of the Purchaser and its Affiliates. As used in this Agreement, the term "Confidential Information" means any information or compilation of information not generally known to the public or the industry, that 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|>ate any of its obligations under this Agreement in connection with such development. 5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or (b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or (c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or (d) Is approved for release (and only to the extent so approved) by the disclosing Party; or (e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law. 6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties. 7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement. 8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o the other Party or to enter into any other agreement. 9. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of th<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> in electronic form to erase from its systems (to the extent possible) at its own expense the Confidential Information of the Disclosing Party together with any copies in its possession or in the possession of its Representatives at the request of the Disclosing Party. 3. Disclosure to Third Parties The Recipient Party shall have the right to disclose the Confidential Information to a third party involved in the Purpose, subject to the Recipient Party obtaining the prior written consent of the Disclosing Party to such disclosure and the Recipient Party agrees that it shall procure that the third party shall first enter into a written acknowledgement and undertaking of confidentiality in favour of both Parties to this Agreement and in a form which is acceptable to the Disclosing Party. 4. Limitation 4.1 The confidentiality undertakings at clauses 2 and 3 above shall not apply to any Confidential Information which the Recipient Party can prove: (a) is or becomes generally available to the public other than as a result of its disclosure by the Recipient Party or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates; or (b) is in its possession or known to it by being in its use or being recorded in its files or computers or other recording media, without any confidentiality obligation, prior to the disclosure thereof by the Disclosing Party; or (c) was obtained legally from any third party, and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision; or (d) is developed by the Recipient Party independently of the information disclosed by the Disclosing Party. 4.2 Confidential Information shall not be deemed to be in the public domain merely because any part of said Confidential Information is embodied in general disclosures or because individual features, components or combinations thereof are known or become known to the public. 4.3 The Recipient Party may disclose Confidential Information to the extent required: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance. 5. No<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> rights in and no warranty on Confidential Information 5.1 Each Party acknowledges and agrees that it shall not acquire by implication or otherwise any right or licence on or title to any Confidential Information communicated by or acquired from the other Party; 5.2 Neither Party makes any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information; 5.3 Nothing in this Agreement shall require any Party to disclose Confidential Information to the other Party nor limit either Party's right to conduct discussions with third parties so long as such discussions do not breach the terms of this Agreement. 6. Term and Termination 6.1 If either Party decides not to become, or continue to be involved in the Purpose 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 five (5) 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. Remedies Without prejudice to any other rights or remedies that any Party may have, the Recipient Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the Recipient Party of the provisions of this Agreement, and that the remedies of injunction and specific performance as well an any other equitable relief for any threatened or actual breach by the Recipient Party or its Representatives would be more appropriate remedies. 8. Entire Agreement and Variation 8.1 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. 8.2 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 9. No Waiver 9.1 Failure by either Party to enforce any of its rights under this Agreement shall not be taken as or deemed to be 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|>CONFIDENTIALITY AGREEMENT TOM BROWN, INC. November 6, 2003 STRICTLY CONFIDENTIAL EnCana Oil & Gas (USA) Inc. U.S. Bank Tower 950 17th Street, Suite 2600 Denver, CO 80202 Attention: Roger Biemans, President Ladies and Gentlemen: In connection with the consideration of a possible transaction between Tom Brown, Inc. ("TBI") and EnCana Oil & Gas (USA) Inc. ("EnCana"), such possible transaction being herein referred to as the "Transaction," TBI and EnCana acknowledge that TBI may make available to EnCana from time to time certain information concerning the structure of the proposed transaction and/or TBI's business, financial condition, operations, assets and liabilities, whether prepared by TBI, its advisors or otherwise. As a condition to entering into any discussions relating to the Transaction, EnCana agrees to comply with its obligations hereunder and to take or abstain from taking certain oth<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>er actions as hereinafter set forth. 1. Evaluation Material; Non-Disclosure Obligation and Use Restriction. The term "Evaluation Material" shall mean all information, data and analysis furnished by TBI or its Representatives to EnCana or its Representatives relating to TBI or the Transaction, and any analyses, compilations, studies, documents or other material prepared by EnCana or its Representatives containing or based in whole or in part upon such information, data or analysis, but does not include information, data or analysis that (i) is already in the possession of EnCana or its Representatives or becomes subsequently available to EnCana or its Representatives on a non-confidential basis from a source not known or reasonably suspected by EnCana or its Representatives to be bound by a confidentiality agreement or secrecy obligation to TBI, (ii) is or becomes generally available to or known by the public other than as a result of a breach of this letter agreement by EnCana or its Representatives or (iii) has already been or is hereafter independently acquired or developed by EnCana without violating any confidentiality agreement or secrecy obligation to TBI. "Representatives" shall mean such party's affiliates, directors, officers, employees, agents, lenders or advisers and representatives of the foregoing. EnCana recognizes and acknowledges the potential competitive value of the Evaluation Material and the damage that could result from the disclosure thereof to third parties. Accordingly, EnCana agrees that the Evaluation Material will be used solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be disclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure and Confidentiality Agreement (Data Protection) Background Information Where an organisation or a non-NHS agency or individual is engaged to carry out or support an NHS or public sector function, the appropriate confidentiality and security requirements must be ag<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>reed. The standard specified in the agreement should be consistent with the Information Governance standards expected of NHS and other public sector organisations. These are based on the requirements of the Human Rights Act 1998 and ‘common law duty of confidentiality’. The Data Protection Act 1998 reiterates this point and makes it a legal requirement that effective agreements exist where a third party processes data. In addition for support functions that do not directly process data but may become party to it, it is a requirement to keep information confidential. In addition the organisation requires any contracted individual or organisation (in this case LSPs) to respect any commercial confidentiality and intellectual property claimed by the organisation in the provision and handling of documentation and information. Any patient information, particularly their health or treatment details, is highly sensitive. If such information was leaked to the wrong people, it could cause severe embarrassment to the patients concerned, their families and to the organisation. There could be legal action following such a breach of confidentiality. In addition any inappropriate or unauthorised disclosure of commercially sensitive information or unlicensed reuse of intellectual property could be subject to legal action. The Agreement: This agreement relates to requirements of the Data Protection Act 1998, the Human Rights Act 1998, the ‘common law duty of confidentiality’ and the Freedom of Information Act (2000). 1. The following terms apply where an organisation or its staff may gain access to, or have provided to it, personal identifiable information (defined within the terms of the Data Protection Act 1998) when working for, or with the ‘data controller’. It also applies where the contracted third party is privilege to commercially sensitive information, security related information and any intellectual property of the contracting organisation. 2. The access referred to in point 1 above may include: a. Access to or sharing of information held in any electronic format or on paper b. Information that is part of verbal discussions 3. Any information (personal or organisational) will only be used for purposes agreed between the organisations. Information will be retained for a period agreed between the parties and destroyed by an agreed method. Agreed purposes are: To provide communication support in line with Deafness Resource Centre terms and conditions Agreed retention period: upon completion of assignment and invoicing Agreed destruction method: Shredding of paper based information and deletion of electronic information 4. Any work involving access to personal identifiable information will be done by formally authorised staff of the organisation (except as provided in paragraph 5 below). The organisation shall keep a record of all such authorisations. Information containing a unique number (e.g. NHS, NI or organisational) or a combination of items from the following list is “personal identifiable data”: Name, Address, Postcode, Date of Birth, Other Dates (i.e. death, diagnosis), Sex, Ethnic Group or Occupation. 5. All personal identifiable information will be treated as confidential and will not be disclosed to any other persons outside the requirements of the above agreed purpose(s), without agreement of the ‘data controller’. Any organisational information marked as ‘commercial’ or ‘sensitive’ or by implication of the subject could prejudice the commercial interests of either party will be treated as confidential. 6. A DRC email account to be used to send and receive personally identifiable data. 7. Where the activities performed by the contractor (in this case LSP) do not require them to process information but they may become party to it by overseeing or overhearing, they will be required to keep such information confidential. 8. Any breach of the terms of this agreement may result in termination of arrangements (inclu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> a breach of this agreement. Further claims of the injured party remain unaffected. CONFIDENTIALITY AGREEMENT 4 RESTRICTIONS AND WARRANTY 4.1 Recipient (i) shall not disclose Confidential Information, neither in whole nor in part, to any third party; (ii) shall only use the Confidential Information for the Purpose; and (iii) shall not, without the Discloser’s written consent, neither in whole nor in part, commercially exploit or use the Confidential Information. Notwithstanding the foregoing, Recipient may make such disclosure if it is required to do so by law, provided always that Recipient has informed Discloser about such disclosure at least two business days prior to the disclosure. 4.2 Discloser warrants that it authorizes the Recipient to use the Confidential Information for the Purpose. 4.3 Nothing in this agreement or any disclosure hereunder creates any obligation to disclose Confidential Information, use the Confidential Information in any product, warrant the accuracy or completeness of the Confidential Information, or the fitness of the Confidential Information for a particular purpose, or grant any license or other right to Confidential Information under copyright or other intellectual property right to the Discloser other than the right to use the Confidential Information for the Purpose. 4.4 The Discloser disclaims all warranty that the use of the Confidential Information does not infringe upon the rights of any third party or otherwise causes damages. The Discloser shall not be liable for any damages resulting from the infringement of third party rights or otherwise. 5 WAIVER 5.1 Any failure or delay to enforce any provision of this agreement shall not constitute a waiver thereof or of any other provision, unless the respective party expressly waives its right to enforce such provision in writing. 6 ASSIGNMENT 6.1 Neither party may assign or otherwise transfer its rights and obligations out of this agreement, neither in whole nor in part, without the other party’s prior written consent. 7 APPLICABLE LAW & JURISDICTION 7.1 This agreement shall be governed by and construed in accordance with Austrian law, excluding its conflict of l<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>aws provisions and each party hereby irrevocably submits to the jurisdiction of the courts in Graz, Austria. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their duly authorized representatives. CONFIDENTIALITY AGREEMENT Anton Paar GmbH , Graz, (signature) (signature) Name: Name: Title: Title: (signature) (signature) 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|> on all successors and assigns. 5. GOVERNING LAW This agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 6. NO LICENSE Neither party does, by virtue of disclosure of the Confidential Information, grant, either express<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right. 7. BINDING NATURE OF AGREEMENT This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. 8. PROVISIONS SEPARABLE The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 9. ENTIRE AGREEMENT This agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them. 10. ARBITRATION Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American Arbitration Association and in accordance with the rules thereof, or in any other convenient forum agreed to in writing by the parties. Any arbitration award shall be final and binding, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction. Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT (Technology Services Vendors) This Non-Disclosure Agreement (this “Agreement”), dated as of , 20 , is made by and between (the “Contractor”) and The Office of the Chief Administrative Officer of the U.S. House of Representatives<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (the “CAO”). The Contractor is a prospective offeror of (1) correspondence management system or constituent relationship management software services, (2) computer hardware maintenance services, and/or (3) systems administration support services (collectively, “Technology Services”) to one or more offices within the U.S. House of Representatives (the “House”). As the contracting officer of the House, the CAO agrees to make available to the Contractor certain non-public, confidential and proprietary information about the House. “Confidential Information” means any information disclosed to the Contractor by the CAO or the House, including, but not limited to: (a) security practices, operational information, business plans, customer data, customer lists, customer names, designs, documents, drawings, engineering information, hardware configuration information, processes, products, product plans, research, services, specifications, software, source code and trade secrets; and (b) any other information designated (orally or in writing) as “confidential,” “proprietary” or of such nature that a reasonable person would understand such information to be confidential to the<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ard. 2.5 "Committee" means a committee of the Board. 2.6 "Committee Members" means members of any Committee. 2.7 "Meeting" means a meeting of the Board or a Committee, as applicable. 2.8 "Policy" means this Confidentiality Policy 2.9 “SAMED” means South African Medical Devices Industry Association 2.10 “Vice-Chair”, means Vice-Chair of the Board 3. The information 3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another. 4. Confidentiality 4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential. e) When considering whether matters are confidential or not, the nature of SAMED as a membership organization, the prospects of harm to SAMED (including harm to its reputation, good processes and procedures and good governance), as well as the impact of any such decision on members or groups of members, must, amongst others, be considered. 4.2 The Board also holds in-camera meetings, All present at any in-camera meeting will be bound to keep the proceedings confidential, unless otherwise directed by the Chairperson of the Board of Directors or any committee created by it with a support of the majority. Exiting and re-entering an in camera session will be permitted with the understanding that all present are obligated to keep the proceedings confidential. 4.3 Non-members will be permitted to attend an in-camera session of the Board of Directors or any Committee created by it, only after a motion requesting attendance to an in camera session is approved by a majority vote of members present and voting. External consultants present during such in camera sessions may be required to preserve the confidentiality of discussions during such a session. 4.4 If any person in attendance at a meeting of the Board of Directors or any Committee created by it, held in-camera, shall give notice of their intention not to be bound by the provisions of this by-law of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> SAMED, and refuse to leave the room when requested to do so, the Chair shall, subject to a resolution of the board supported by a majority vote, adjourn the meeting, after having informed members that it will be reconvened at a time and place of which the offending person will not be notified. 4.5 Committees are advisory to the Board. Only the full Board makes formal decisions. Committee meetings are held in-camera, and their recommendations should not be discussed outside of the Committee or the Board. Discussions with others for the purpose of gathering input for committee consideration are acceptable and each Committee chair would have to exercise discretion and communication that decision to all present during a Committee meeting where an external person is present. 5. Conflict of Interest 5.1 A conflict of interest arises when there is a relationship which exists which could result in the Board or Committee member being perceived as being biased either for or against the topic of discussion. 5.2 Any Member of the SAMED Board, Executive, and/or Staff who has a personal interest, directly or indirectly, in any contract, transaction, proposed contract, or proposed transaction, under consideration of the Board of Directors or of a Committee created by it shall be deemed as being in a conflict of interest, where: a) Contract is defined as any written or verbal agreement between two or more parties for the doing or not doing of something specified which is related to the matter at hand. b) Transaction is defined as an exchange of money, services, goods, position, or favours are exchanged for money, services, goods, position or favours. c) Interest is defined as any instance where any contract or transaction, proposed contract or proposed transaction could be to the benefit or detriment of themselves, family, partners, roommates/housemates, other organizations to which they are currently affiliated, that do not pertain to their job description or mandate. 5.3 Conflicts of interest may also arise in matters that may lead to a direct benefit to a particular Board member and/or his/her company, which position may conflict with either the law and/or codes of good practice and/or SAMED policy on a particular matter or the approach that should be taken to specific types of matters. 5.4 Where the Board of Directors or a Committee created by it is of the opinion that a conflict of interest exists that has not been declared, the Board of Directors or Committee may declare, by a resolution carried by two-thirds of the members present and voting at the meeting, that a conflict of interest exists and that the member found in conflict shall follow the procedure b<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ATION. C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received fr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>om a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER. D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 that is brought in any state or federal court located in the State of New York has been brought in an incon<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>venient forum. 17. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a party has breached this Agreement, then such party shall be liable and pay to the non-breaching party the legal fees and expenses such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 18. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement. 19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. 20. Severability. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution. 21. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email or electronic facsimile transfer (with such facsimile confirmed in writing by mail simultaneously dispatched) to the Company at the address specified below: The Talbots, Inc. Attention: Chief Operating Officer One Talbots Drive Hingham, MA 02043 Telephone: 781-741-7600 Facsimile: 781-741-4927 with copies to: The Talbots, Inc. Attention: General Counsel 211 South Ridge St. Rye Brook, NY 10573 Telephone: 914-934-8877 Facsimile: 914-934-9136 and Dewey & LeBoeuf LLP Attention: Morton A. Pierce, Esq. Chang-Do Gong, Esq. 1301 Avenue of the Americas New York, NY 10019 Telephone: 212-259-8000 Facsimile: 212-259-6333 22. Non-Private Equity Affiliates. Notwithstanding anything to the contrary provided elsewhere herein, none of the provisions of this Agreement shall in any way limit the ordinary course business services and activities of the Receiving Party and its affiliates; provided, that (a) such services and activities are distinct from the private equity business and (b) the Confidential Information is not made available to Representatives of the Receiving Party and its affiliates who are not involved in the private equity business or who are engaged in investments tha<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 agree that any breach by the Stockholder, directly or indirectly, of the foregoing restrictive covenants will cause the Buyer and/or its affiliates irreparable injury for which there is no ade<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>quate remedy at law. Accordingly, the Stockholder expressly agrees that, in the event of any such breach or any threatened breach hereunder by the Stockholder, directly or indirectly, the Buyer and its subsidiaries shall be entitled, in addition to any and all other remedies available, to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain and/or enjoin a breach under the provisions of this Agreement. 3. Expenses. In the event of any dispute under or arising out of this Agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party or parties, in addition to any damages and/or other relief that may be awarded, its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with prosecuting or defending the subject dispute. 4. Benefits and Obligations. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Buyer and its subsidiaries, successors and assigns, and the Stockholder and its subsidiaries, successors and assigns; provided, however, that the obligations of the Stockholder contained herein may not be delegated or assigned. 5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties agree to the exclusive jurisdiction and venue of Florida and Georgia state and federal courts with respect to any action between the parties relating to this Agreement. 6. Severability. It is acknowledged, understood and agreed that the restrictions contained in this Agreement (a) are made for good, valuable and adequate consideration received and to be received by the Stockholder, and (b) are reasonable and necessary, in terms<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.3 Non-Disclosure Agreement between NPS Ltd. and Accu-Tech Systems, Dated November 16, 1999 NON-DISCLOSURE AGREEMENT ACCU-TECH SYSTEMS, Orion Suite, Enterprise Way, Newport, UK (hereinafter referred to as ATS) and NETWORK PRINTING SOLUTIONS (hereinafter referred to as NPS<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>) located at Ibex House, 162-164 Arthur Road, Wimbledon Park, London are desirous of exchanging during the period 1st November, 1999 through 31st October, 1999 certain information which relates to intellectual property owned by ATS in respect of their range of products. 1.0 The parties wish to exchange the information for the purpose of the development of applications using ATS products. In the course of such exchange, either party hereto or both may disclose to the other certain information pursuant to this Agreement that the disclosing party considers PROPRIETARY. For each such disclosure, the disclosing party will hereinafter be termed "OWNER" and the party to whom the information is being transmitted will hereinafter be termed "RECIPIENT" each with respect to a given disclosure. 2.0 RECIPIENT agrees that for a period of two years from the date of receipt of the information, it shall not disclose or duplicate any information it receives from OWNER that is marked or designated as CONFIDENTIAL, PROPRIETARY or STRICTLY PRIVATE (hereinafter collectively referred to as "PROPRIETARY") to any other person (including RECIPIENT'S employees in any other Group or entity), firm, or company, or use it for its own benefit, except as provided herein. 3.0 RECIPIENT agrees to require obligatio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ith 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 warrants that it has the right to disclose the Confidential Information to the Receiving Party in ac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cordance 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 Receiving Party to the effect that all such material has been returned or destroyed, except that the Receiving Party may retain an archival copy of the Confidential Information, to be used only in case of a dispute concerning this Agreement. The return of any Confidential Information will not relieve the Receiving Party of its obligation to maintain the confidentiality of the Confidential Information for the period provided for in Section 1 above. Section 6 shall survive any expiration or termination of this Agreement. 11. Either Party shall have the right to refuse to accept any Confidential Information, or other information, tendered by the other Party. Nothing herein shall obligate either Party to disclose any particular Confidential Information, or other information, to the other Party. Each Party hereto shall not be obligated to enter into any further agreement with the other except as such party in its sole judgment may deem advisable. Neither Party shall be obligated to compensate the other for exchanging any information under this Agreement. 12. This Agreement expresses the entire understanding and agreement of the Parties with respect to the disclosure of the Confidential Information by the Disclosing Party to the Receiving Party, and supersedes all prior agreements, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>HE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient. VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement. IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement. X. ATTORNEY FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. XI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>urvive indefinitely from the date of disclosure of the Proprietary Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida. 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|>o 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, an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d each party expressly agrees not to so use any such information. Nothing contained in this Agreement shall be construed 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fforts and shall be regarded and kept as Confidential Information. 1.5 Notwithstanding the aforementioned Confidential Information shall exclude information that: (i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser; (iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Recipient (not through fault or failure to act by the Recipient); (iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser. 2. Purpose of the Disclosure of Confidential Information The Discloser and Recipient will enter on discussions regarding future collaboration toward European Funded Project in the field of [….] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the Recipient] for the purpose of [identify the undertaking intended to perform or achieve]. 3. Undertakings of the Recipient 3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>is Agreement and not to use it for any other purpose or without the prior written consent of the Discloser. 3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein. 3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser. 3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient. 3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information. 3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, re<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disc<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 to whom such Party has provided Confidential Information becomes legally compelled (by oral question, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by rule, regulation or other applicable law) to disclose any Confidential Information, such Party shall promptly notify the other Party of such requirement before any disclosure is made so that the other Party may seek a protective order or other appropriate remedy or may waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if a Party waives compliance with the provisions hereof, each Party agrees that only that portion of the Confidential Information which it is legally required to disclose (as advised by a written opinion of counsel) will be disclosed, and each Party agrees to exercise its best efforts to obtain assurance that the Confidential Information will be treated confidentially upon disclosure. 5. Term. This Agreement will continue in full force and effect until both parties agree in writing to terminate this agreement and for one-year thereafter. The Parties agree that if the negotiated transaction does not proceed within a reasonable time, or upon any request from either Party, each Party shall promptly deliver to the other Party all written Confidential Information and any other written material containing or reflecting Confidential Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by each Party, or respective representatives, based on the information included in the Confidential Information shall be promptly destroyed, and such destruction shall be ce1tified in writing by an authorized officer supervising such destruction. Notwithstanding the return or destruction of any Confidential Information, each Party shall continue to be bound by its obligations o f confidentiality and other obligations hereunder. 6. Form of Relief. The Parties hereby acknowledge and agree that, in the event of any breach of this Agreement by either Party, including, without limitation, the actual or threatened disclosure of a Party's Confidential Information without the express prior written consent of that Paity, such Party will suffer irreparable harm and injury and no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each Party hereby agrees that, in any such event, the harmed Party shall be entitled to seek specific performance of the other Party's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction. 7. Confidentiality of Discussions. Unless otherwise required by law, without the prior written consent of the other Party, neither a Party nor its representatives shall disclose to any person (including any corporation, company, partnership or individual) either the fact that discussions or negotiations are taking place concerning a possible transaction between the Parties or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. 8. Assignment. This Agreement and the rights and obligations of either Party under this Agreement may be assigned or transferred only upo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n the prior written approval of the other Party hereto. The rights and obligations of the Parties hereto will inure to the benefit of, will be binding upon, and will be enforceable by the Parties hereto, their representatives and their permitted successors and assigns. 9. Modifications. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in writing signed by the Party against whom it is sought to be enforced. 10. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH, EXCLUDING CHOICE OF LAW AND CONFLICTS OF LAW PRINCIPLES WHICH DIRECT THE APPLICATION OF THE LAWS OF A DIFFERENT STATE. The rule of construction that contracts are to be construed strictly against the drafter is expressly made inapplicable to this Agreement. 11. Severability. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one Party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the Parties' respective rights and obligations hereunder. 12. Counterparts. This Agreement may be executed in any number of counterparts and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when all counterparts taken together shall have been executed and delivered by the Parties. A telecopied facsimile of an executed counterpart of this Agreement shall be sufficient to evidence the binding ag<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ations hereunder with respect to the Proprietary Information. Each Party also agrees during such eighteen (18) month period not to (i) request the other Party or its Representatives, directly or indirectly, to amend or waive any provisions of this paragraph (including this sentence) or (ii) take any initiative in respect of the other Party which would, upon the advice of counsel, reasonably require the other Party to make a public announcement regarding the possibility of such Party acquiring, with or without others, control of the other Party whether by means of business combination or otherwise. For purposes of this Section 11, Party shall include its parent and affiliated companies. 12. If, at any time during the period prior to the time that either Party notifies the other of its decision not to proceed with any Business Arrangement, either Party is approached by, or commences discussions with, any third party concerning its or their participation in a transaction involving the other's securities or a significant portion of its assets or its significant businesses, the contacted Party will promptly inform the other of the nature of such contact and the parties thereto. 13. This Agreement shall supersede all prior oral and written agreements, communications and documents between the parties with respect to the subject matter hereof and no modification to this Agreement shall be effective unless approved in writing by both parties. A waiver of any term of this Agreement shall, to be effective, be evidenced in writing by the waiving Party. Each Party agrees that, unless and until a definitive agreement between each of the Parties with respect to a Business Arrangement has been executed and delivered, neither of us will be under any legal obligation of any kind whatsoever with respect to any such transaction by the Party's Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "definitive agreement" shall not include an executed letter of intent or any other preliminary written agreement unless and to the extent it expressly states that it is to be legally binding. The agreement set forth in this paragraph may be modified or waived only by a separate writing by each of us expressly so modifying or waiving such agreement. 14. Nothing in this Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of the other Party. 15. The provisions of this Agreement pertaining to Proprietary Information disclosed under this Agreement shall continue and survive for a period of three (3) years after the termination of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ritten. CANADIAN NATIONAL RAILWAY COMPANY BY: /s/ Jean Pierre Ouellet ITS: Chief Legal Officer & Corporate Secretary ILLINOIS CENTRAL CORP. BY: ITS:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>l Information to third parties or copy documents containing any Confidential Information. In no event, shall Volunteer, Trainer or Evaluator use Confidential Information in a manner that is in any way detrimental to Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to Companion Paws and The LifeLine Canada Foundation’s business shall remain exclusively the property of Companion Paws and The LifeLine Canada Foundation and shall only be used by Volunteer, Trainer or Evaluator for the purpose(s) permitted by the Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator further agrees that upon termination of service with Companion Paws and The LifeLine Canada Foundation, Volunteer, Trainer or Evaluator shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of Companion Paws and The LifeLine Canada Foundation and all copies, electronic or otherwise, thereof relating in any way to Companion Paws and The LifeLine Canada Foundation’s business, or in any way obtained during the course of service. Volunteer or Evaluator further agrees that no copies, electronic or otherwise, notes or abstracts of the foregoing shall be retained and that all information will be returned not destroyed. Volunteer, Trainer or Evaluator Conflict of Interest Volunteer, Trainer or Evaluator shall avoid personal and professional conflicts of interest in all matters pertaining to the Companion Paws Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships. If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer, Trainer or Evaluator shall discuss the issue with the Chief Executive Officer of The LifeLine Canada Foundation. Depending on the type of volunteer work or employed work required from the individual, a Volunteer, Trainer or Evaluator may be asked to sign the Companion Paws and The LifeLine Canada Foundation Conflict of Interest Policy prior to commencing service with Companion Paws and The LifeLine <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Travel Research, by a similar reputable hotel industry service and (iii) "Permitted Hotels" shall mean, collectively, (A) the hotel in Wichita, Kansas operated as of the date hereof as the Wichita Airport Hilton and (B) the hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette, (C) any upscale all-suites hotel located or to be located adjacent to the Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas, so long as managed under a management contract by Samples or any entity controlled by Samples; (E) if so provided by Section 2(e) below, any three (3) other hotels that, at the time that Samples owns, leases, operates, franchises, licenses, manages, invests in or gives advice in respect of such hotels, have been open and in operation for at least one (1) years, provided that this clause (E) and the similar provision of the Non-Competition and Non-Disclosure Agreement of David H. Aull of even date herewith shall collectively not authorize more than a total of three hotels; (F) the Broadway Plaza Suites in Kansas City, Missouri and (G) any Extended Stay Hotel at a specified site if (x) Samples has offered in writing to Acquiror or its designee to develop for Acquiror or such designee an Extended Stay Hotel at such site as a Homegate brand (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates) Extended Stay Hotel in accordance with the procedure set forth below and (y) Acquiror or its designee has either advised Samples that it does not wish to have an Extended Stay Hotel developed at such site as a Homegate (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates) or failed to respond within the time period set forth below. In the case of clause (G) above, Samples' offer shall include a reasonably detailed proposal for the development of the site as an Extended Stay Hotel. Acquiror or its designee shall be given at least thirty (30) days to evaluate such offer and respond to Samples. If Acquiror or its designee fails to respond within such thirty (30) day period or advises Samples that it does not wish to have an Extended Stay Hotel developed at such site as a Homegate (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates), Samples may develop an Extended Stay Hotel on such site with another party if construction of such Extended Stay Hotel is commenced within 180 days thereafter and is pursued with reasonable diligence thereafter. (e) If, by <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>July 1, 1998, Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the definition of Permitted Hotels in Section 2(d) above shall include clause (E) thereof from and after such date. As used in the preceding sentence and in Section 2(f) below, an "affiliate" of any person means any other person controlling, controlled by, or under common control with, such first person. (f) If, by July 1, 1998 (if the merger of Acquiror into Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement (as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not occurred by that date) or one (1) year after the closing of the Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998), Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the term of the Restricted Period automatically shall be reduced from five (5) to three (3) years. (g) Except as otherwise expressly permitted hereby, the covenants in this Section 2 are intended to restrict Samples from competing in any manner with the Acquiror Companies, the Target Company and the Related Entities or the Business in the activities that have heretofore been carried on by the Acquiror Companies, the Target Company and the Related Entities. The obligations set forth in this Section above shall apply to actions by Samples, whether taken directly or indirectly, through any form of ownership, and whether as principal, officer, director, agent, employee, employer, consultant, stockholder or holder of any equity security (beneficially or as trustee of any trust), lender, partner, joint venturer or in any other individual or representative capacity whatsoever. However, none of the foregoing shall prevent Samples from (i) being the holder of up to 5% in the aggregate of any class of securities of any corporation engaged in the activities described above, provided that such securities are listed on a national securities exchange or reported on NASDAQ or (ii) being the holder of non-convertible debt securities of any entity. 3. Enforcement of Covenants. Samples acknowledges that a violation or attempted violation of any of the covenants and agreements in Section 2 above will cause such damage to the Acquiror Companies, the Target Company and the Related Entities as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, Samples agrees that each of the Acquiror Companies and the Target Company and any Related 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|>nd compliance with the terms and conditions of this Agreement. 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, or any breach of the Agreement by the Receiving Party or its Representative, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party’s Confidential Information except for the Business Purpose. 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and nothing contained in this Agreement shall be construed, by implication or otherwise, as a grant, option, or license under any patent, trade secret, copyright, trademark, or other proprietary rights of either Party. 11. Equit<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>able and Legal Relief. Each Party acknowledges that all of the Disclosing Party’s Confidential Information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information may cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to seek an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 12. Term. This Agreement shall become effective upon the effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties. 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows. If to NEW RIVER: New River Pharmaceuticals Inc. The Governor Tyler 1881 Grove Ave Radford, VA 24141 Attention: Legal Department Fax No.: (540) 633-7939 If to SHIRE: Shire Pharmaceuticals, Inc. 725 Chesterbrook Boulevard Wayne, PA 19087 Attention: Legal Department Fax No.: 484-595-8163 If to L.E.K.: L.E.K. Consulting LLC 28 State Street 16th Floor Boston, MA 02109 Attention: Mike Clabault Fax No.: 617-951-9392 Any party may change its address for notices by giving the other party notice of such change in the manner provided above. 14. Integration. This Agreement, subject to the 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|>ial Information, in whole or in part, or any direct product thereof, to any other country. The undersigned will not use the Confidential Information in any manner that is not authorized by NatWest and in accordance with the License Agreement and the undersigned will use the Confidential Information solely in the exercise of NatWest's rights as provided by the License Agreement. Under no circumstances will any information subject to the export or import laws of any jurisdiction be transferred pursuant to their agreement without proper prior certification and notification of appropriate regulatory offices in applicable jurisdictions and InterTrust. 3. The undersigned will not use Confidential Information except in fulfillment of the undersigned employee's and/or other individual's obligations with NatWest, and for no other purposes whatsoever. The undersigned understands and acknowledges that the unauthorized use of Confidential Information may cause InterTrust very substantial damage, for which damages may be impossible to measure or inadequate to compensate. Accordingly, Recipient agrees that if he or she breaches or threatens breach of any of such sections, InterTrust will have available, in addition to any other right or remedy available, the right to obtain an injunction against him or her, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance under such circumstances. 4. The undersigned will return all physical embodiments of Confidential Information in the undersigned's possession to InterTrust promptly upon request by InterTrust, and in no event later than fifteen (15) days thereafter. 5. Notwithstanding any thing else in this Agreement, the confidentiality restrictions of this Agreement shall not apply to information that: (i) is or becomes known to the public through no breach of any of the undersigned's obligations under this Agreement, or NatWest's or any other NatWest employee's, obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known to Recipient prior to its disclosure by InterTrust, as evidenced through written documentation; (iii) shall have been independently developed by the Recipient without any reliance on or use of any InterTrust Confidential Information, as demonstrated through written documentation; or (iv) shall have been rightfully supplied to Recipient, with no obligation of confidentiality or non-use from a third party without any breach of any obligation of confidentiality to InterTrust or NatWest (as applicable) as of the date such information is so supplied. In addition, the Recipient shall be entitled to disclose Confidential Information pursuant to a court order issued by a court of competent jurisdiction or as otherwise required by law; provided that the undersigned shall provide prompt advance notice thereof to InterTrust to enable InterTrust to seek a protective order or otherwise prevent such disclosure and shall disclose no more than the minimum information required by such court order or by law. 6. If any provision or portion thereof in this Agreement shall be found or be held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then this Agreement shall nevertheless be given full force and effect without said provision or portion. This Agreement may not be modified except by written agreement dated subsequent to the date of this Agreement and signed by both parties. This agreement shall be governed by and construed under the laws of the United States of Amer<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ica and the Commonwealth of Virginia, USA, without reference to conflicts of laws principles. All disputes arising out of or relating to the subject matter of this Agreement shall be subject to the exclusive jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division Virginia, or if jurisdiction does not properly lie in such court, the Commonwealth courts in Alexandria, Virginia. The parties consent to the personal and exclusive jurisdiction and venue of such court and waive any argument that jurisdiction or venue in such court is improper or inconvenient. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. InterTrust Technologies Corporation Employee By: By: 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|>further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company’s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives. (b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential Information; <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>provided, however, a general advertisement or other recruiting efforts not specifically targeting any such employees of the Company shall not be considered a solicitation or unauthorized hiring. (c) If the Receiving Party discovers any unauthorized disclosure or use of any Confidential Information by it or its Representatives, the Receiving Party hereby covenants to promptly notify the Company in writing of any such unauthorized disclosure or use. 4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the Company or except as may be required by applicable law or regulation, the Receiving Party and its Representatives shall not disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the “Discussion Information”). 5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the “Company Representatives”) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party’s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party’s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect. 6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided that a Person will not be deemed to Control another Person if the only indicia of such Control is voting control of more than 10% but less than 20% of outstanding, publicly traded equity securities of such other Person. (b) “Control” (including the terms “Controlled by” and “under common Control with”) means, as used with respect to any Person, possession, directly or indirectly or as a trustee or executor, of power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities, as trustee or executor, by agreement or otherwise). (c) “Person” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity. (d) Other terms used but not defined herein have the respective meanings given to such terms in the Purchase Agreement. ARTICLE 2 MISCELLANEOUS 2.1 Validity. Sellers acknowledge that the Non-Disclosure, Non-Competition and Non-Solicitation covenants set forth in Article 1 are necessary to protect the Buyer from competing efforts and to insure that the Buyer receives the benefits for which it has paid by closing under the Purchase Agreement. If either the Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in this Agreement are held by a court of competent jurisdiction to be unenforceable under applicable law with respect to duration or scope of the agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such part or parts of the Territory for such lesser period of time and for such limited scope as is permissibl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e under applicable law. 2.2 Waiver. The Buyer’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent the Buyer thereafter from enforcing each and every provision of this Agreement. 2.3 Applicable Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Colorado applicable to agreements made and to be performed wholly within such jurisdiction. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Colorado and of the United States of America, in each case located in the County of Denver, for any litigation arising out of or relating to this Agreement, and further agree that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any litigation brought against it in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any litigation arising out of this Agreement in the courts of the State of Colorado or the United States of America, in each case, located in the County of Denver, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. 2.4 Attorney Fees. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, expert witness fees and all other disbursements in addition to any other relief to which it or he may be entitled. 2.5 Modification. This Agreement may not be amended or modified by the parties except by a written agreement executed by both parties. 2.6 Headings or Captions. Headings or captions contained in this Agreement have been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. 2.7 Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) “including” is not <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Securities then outstanding. For a period of two (2) years subsequent to the termination of discussions between the parties with respect to the Proposed Transaction, neither party shall, without prior written consent of the other party, directly or indirectly solicit for hire, any person currently employed by the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> other party (or any of its subsidiaries); provided, however, that the foregoing provision shall not prevent either party, without such consent, from employing any employee who (i) contacts the hiring party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring party or (ii) responds to a mass media solicitation or advertisement consistent with the hiring party's past practices that is not directed at employees of the other party. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges to the fullest extent available under applicable law. Nothing in this letter agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. If either party hereto shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or in the event that the Disclosing Party, in its sole discretion, so requests or the Proposed Transaction is not consummated by the Receiving Party, the Receiving party shall, upon the Disclosing Party's written request, promptly deliver to the Disclosing Party all Evaluation Material, and, at the Receiving Party's election, return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof, including 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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>isclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Recipient or its Representatives are nonetheless, in the opinion of counsel, required to disclose Proprietary Information, the Recipient or its Representatives may, without liability hereunder, disclose only that portion of the Proprietary Information which in the opinion of counsel is legally required to be disclosed; provided that the Recipient or its Representatives attempt to preserve the confidentiality of the Proprietary Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Proprietary Information. 3. Recipient agrees to keep confidential or protect such Proprietary Information as it would its own confidential and proprietary information at the highest level of proprietary material. Disclosure of such Proprietary Information shall be restricted to those Representatives of Recipient who (i) have a need to know the information for the purpose of evaluating a possible Business Arrangement between the parties and (ii) are informed by the Disclosing Party of the confidential and proprietary nature of the Proprietary Information. The Disclosing Party will cause its Representatives to observe the terms of this Agreement and the Disclosing Party will be responsible for any breach of this Agreement by any of its Representatives. 4. All Proprietary Information, including all applicable intellectual property rights residing in the Proprietary Information (including without limitation, patents, copyrights, industrial designs, trademarks and trade secrets), unless otherwise specified in writing by Disclosing Party, are and shall remain the exclusive property of Disclosing Party, including any and all reproductions in any form of said Proprietary Information. All such Proprietary Information (whether prepared by the Recipient or its Representatives on its behalf) shall be returned or destroyed, at the election of Disclosing Party or upon request of Disclosing Party provided, however, that all notes, analyses, conditions, studies, interpretations, memoranda or other documents, to the extent that they contain, reflect or are based upon the Proprietary Information, may be destroyed (rather than delivered); provided further that Board or Board Committee minutes need neither be delivered nor destroyed. Upon the request of Disclosing Party, Recipient shall execute a certificate of destruction of such Proprietary Information when destroyed by Recipient, whether intentionally or accidentally, and transmit the same to Disclosing Party. 5. Proprietary Information supplied under this Agreement shall only be reproduced when legitimately required for Recipient's purposes and in conformity with the provisions hereof. 6. Recipient hereby agrees that it will not use the Proprietary Information for any reason or purpose other than to evaluate a possible Business Arrangement with the Disclosing Party and that the use of the Proprietary Information supplied hereunder shall be limited to Recipient's activities in connection therewith. For greater certainty nothing contained in this Agreement will be construed as granting or conferring upon the Recipient or its Representatives, any rights by license or otherwise, for any invention, discovery or improvement made, conceived or acquired, prior to or after the date of this Agreement based in whole, or in part, upon Proprietary Information provided to the Recipient or its Representatives hereunder. 7. Neither Party, nor any of their respective Representatives will, without the prior written consent of the other Party, disclose to any person the fact that the Proprietary Information exists or has been<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> made available, that such Party is considering a proposed Business Arrangement with the other Party, or that discussions or negotiations are taking or have taken place concerning a proposed Business Arrangement or any term condition or other fact relating to a proposed Business Arrangement or such discussions or negotiations, including, without limitation, the status thereof, except if it has received legal advice that such disclosure is reasonably required under then existing circumstances pursuant 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 FOR EVALUATION OF CLINICAL STUDIES Effective Date: This Non-Disclosure Agreement (“Agreement”) is made as of the Effective Date by and between (“Discloser”) having an address at: and the Regents of the University of Michigan (“Institution”) having business offices at 3003 S. State St., 1000 Wolverine Tower, Ann Arbor, MI 48109-1274. 1. Background. From time to time during the term of this Agreement, Discloser may disclose to Institution certain confidential information concerning Discloser’s clinical studies for the purpose of permitting Institution to evaluate whether to conduct clinical studies sponsored by Discloser (the Purpose”). A general description of the confidential information to be disclosed is attached as Appendix A. 2. Confidential Information. “Confidential Information” means any information, including investigator’s brochures, case report forms and protocols, disclosed by or on behalf of Disclosure identified as confidential when first disclosed and provided in tangible form, or if disclosed orally summarized in a writing provided by the Discloser to Institution within twenty (20) days after oral disclosure, other than information that: (a) is or becomes generally available to the public other than as a result of disclosure by Institution; (b) is already known by or in the possession of Institution at the time of disclosure by Discloser; (c) is independently developed by Institution without use of or reference to Discloser’s Confidential Information; or (d) is obtained by Institution from a third party that has not breached any obligations of confidentiality. 3. Maintenance of Confidentiality 3.1 Use. Institution agrees to use the Confidential Information only for evaluation purposes to determine whether to conduct clinical studies sponsored by Discloser. Institution shall not use the Confidential Information for its own benefit or the benefit of another. 3.2 Non-Disclosure. Institution agrees not to disclose 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 study 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 WH<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tes (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)<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, 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 businesses 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 Wichita Airport Hilton and (B) the hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette, (C) any upscale all-suites hotel located or to be located adjacent to the Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas, so long as managed under a management contract by Samples or any entity controlled by Samples; (E) if so provided by Sectio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Except as set forth in Section 2 below, "Confidential Information" means all non-public, confidential or proprietary information disclosed on or after the Effective Date, by the Disclosing Party to the Recipient or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants, financing sources or advisors (collectively, "Representatives"), however disclosed, including, without limitation: The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>mation which is legally required to be disclosed will be disclosed and (iii) the Recipient or its Representative may make such disclosure only if it has received the advice of counsel that, under the circumstances then existing, making such disclosure is necessary or advisable under applicable law. 11. Although each party will endeavor to include in the Confidential Information items known to it which it believes to be relevant for the purpose of the other party’s investigation and analysis of the Proposed Transaction, each party understands and agrees that neither the other party nor any of its Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. In particular, and without limitation of the foregoing, each party understands that any projected or forecasted financial, operati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng, performance, strategy or other information reflects merely the judgment of management of such party at the time of the preparation of such information, and is based upon a number of factors and circumstances beyond the control of the party and its management. Accordingly, there can be no assurance that actual results or performance will be in line with any such projections or forecasts. Each party agrees that, except as otherwise specifically agreed to in a definitive written transaction agreement or other binding agreement, neither party nor any of its Representatives shall have any liability to the other party or any of its affiliates or Representatives arising out of or resulting from the use of the Confidential Information. 12. Subject to its confidentiality and nondisclosure obligations as set forth in this Agreement, each party’s right to develop, use and market products and services similar to or competitive with those of the other party shall remain unimpaired. Each party acknowledges that the other party may already possess or have<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure and Confidentiality Agreement Our Agreement with the Seller requires that we obtain a non-disclosure and confidentiality agreement and evidence of financial ability before disclosing the name and location of his business. This information will be kept confidential. In compliance with the above, please read and complete the following Non-Disclosure and Confidentiality Agreement. I, the undersigned potential investor, in consideration for the Principals, Associates, Agents or Employees of the Franchisee, providing me with information on businesses offered for sale, understand and agree: That information provided on businesses by the Blockbuster Franchisee is sensitive and confidential and that its disclosure to others would be damaging to the businesses and to the Broker’s fiduciary relationship with the Seller. That I will not disclose any Information regarding these businesses to any other person who has not also signed and dated this agreement, except to secure their advice and counsel, in which case I agree to obtain their consent to maintain such confidentiality. “Information” shall include the fact that the business is for sale plus other data. The term Information does not include any information, which is, or becomes, generally availa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ble to the public or is already in your possession. All Information provided to review the business will be returned to the Franchisee without retaining companies, summaries, analyses or extracts there of in the event the review is terminated. That I will not contact the Seller, his employees, supplies or customers except through Tameracq Partners, Inc. That all Information is provided by the Seller and is not verified in any way by Tameracq Partners, Inc. Tameracq Partners, Inc is relying on Seller for the accuracy and completeness of said Information, has no knowledge of the accuracy of said Information and makes no warranty, expressed or implied, as to such Information. Tameracq Partners, Inc does not give tax, accounting or legal advice. That, prior to finalizing an agreement to purchase a business, it is my responsibility to make an independent verification of all information. I agree that Tameracq Partners, Inc is not responsible for the accuracy of any Information I received and I agree to indemnify 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 Tameracq 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|>NON-DISCLOSURE AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT This Agreement is between (“OWNER”); and an individual residing at (“RECIPIENT”). WHEREAS, OWNER has developed through substantial effort, research, time, and expense certain inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets directed and related to (“INFORMATION”); WHEREAS, OWNER desires to disclose the INFORMATION on a confidential basis to RECIPIENT solely for the purposes of evaluating the INFORMATION for possible future business arrangements; and WHEREAS, OWNER wishes to maintain the confid<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>entiality of the INFORMATION and the protection of OWNER'S intellectual property rights. NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows: I. CONFIDENTIAL INFORMATION A. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties. B. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all of said INFORMATION, other than at the request of OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION. C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER. D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request. E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER. II. RESTRICTIONS A. Except for the express written consent of OWNER, RECIPIENT agrees: 1. Not to use or disclose to another person or entity any confidential information of OWNER; 2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and 3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER. B. RECIPIENT further agrees, at the request of OWNER: 1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and 2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER. III. INTELLECTUAL PROPERTY A. Title and Copyright Assignment 1. All products and results of RECIPIENT’S services rendered hereunder (the "Work") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER. 2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ent, and unless terminated in accordance with paragraph 10.3 below, you shall not, and shall procure that none of your concert parties shall, either alone or acting in concert with other persons, directly or indirectly, without the prior written consent of the Company: 10.1.1 acquire, offer to acquire, agree to acquire or procure or induce another person to acquire, any interest(s) in securities of the Company; 10.1.2 do or omit to do any act as a result of which you or any of your concert parties may acquire any interest(s) in securities of the Company; 10.1.3 until such time as you or any of your concert parties makes an announcement of a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors (“your Recommended Offer”), announce, make, or procure or induce any other person to announce or make, any offer for all or any of the securities of the Company or do or omit to do any act as a result of which you or any of your concert parties may become obliged (under the Takeover Code or otherwise) to announce or make an offer for all or any of the securities of the Company; 10.1.4 make or in any way participate in any solicitation of votes or any attempt to influence votes from or by any holder of shares in the Company in connection with any vote of the holders of any such securities, except for the purposes of soliciting votes in favour of a scheme of arrangement to implement your Recommended Offer; 10.1.5 seek to control or in any way influence the management, the board of directors or the policies or affairs of the Company; or 10.1.6 enter into any agreement, arrangement or understanding (whether legally binding or not) with any person relating to or connected with any of the foregoing. 10.2 You shall ensure that each member of your Group and each director, officer, employee and agent of you or your Group complies with paragraph 10.1. 10.3 The restrictions in paragraph 10.1 shall cease to apply from the time that: 10.3.1 your Recommended Offer lapses and Rule 35.1 of the Takeover Code applies to you or any of your concert parties; 10.3.2 an announcement is made pursuant to Rule 2.7 of the Takeover Code in relation to a firm offer for shares in the Company by any third party (including, for the avoidance of doubt, when the announcement of a firm intention to make an offer is made because a third party becomes obliged to make an offer pursuant to Rule 9 of the Takeover Code); or 10.3.3 any person becomes interested in securities of the Company equivalent to 15% or more of the entire issued share capital of the Company following your Recommended Offer. 10.4 The provisions of paragraph 10.1 shall not apply to (i) dealings by any exempt principal trader in the same group as your financial adviser provided any dealings comply with Rule 38 of the Takeover Code; and (ii) the acquisition or disposals of interest in securities of the Company in the ordinary course of business by any of your concert parties which are investment banking and/or full service security firms, provided that such activities are not on your behalf and that no Confidential Information shall be used in connection with such activities. 10<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>.5 For the purposes of this agreement: 10.5.1 "acting in concert" has the meaning given in and shall be construed in accordance with the UK Takeover Code from time to time; 10.5.2 "concert party" means any person deemed or presumed to be acting in concert with a party; 10.5.3 "offer" means a general, partial, tender or other type of offer including, without limitation, an acquisition, takeover or merger transaction (however effected), reverse takeover, scheme of arrangement or other court scheme, offer by a parent company for shares in its subsidiary undertaking, share exchange or similar transaction; and 10.5.4 "interests in securities" has the meaning given in and shall be construed in accordance with the Takeover Code from time to time. 11. NO REPRESENTATIONS; NO OFFER 11.1 You acknowledge that neither we nor any member of our Group nor our Representatives: 11.1.1 accepts any responsibility for or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or reasonableness of any Confidential Information provided to you; 11.1.2 will be lia<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.3 Non-Disclosure Agreement between NPS Ltd. and Accu-Tech Systems, Dated November 16, 1999 NON-DISCLOSURE AGREEMENT ACCU-TECH SYSTEMS, Orion Suite, Enterprise Way, Newport, UK (hereinafter referred to as ATS) and NETWORK PRINTING SOLUTIONS (hereinafter referred to as NPS) located at Ibex House, 162-164 Arthur Road, Wimbledon Park, London are desirous of exchanging during the period 1st November, 1999 through 31st October, 1999 certain information which relates to intellectual property owned by ATS in respect of their range of products. 1.0 The parties wish to exchange the information for the purpose of the development of applications using ATS products. In the course of such exchange, either party hereto or both may disclose to the other certain information pursuant to this Agreement that the disclosing party considers PROPRIETARY. For each such disclosure, the disclosing party will hereinafter be termed "OWNER" and the party to whom the information is being transmitted will hereinafter be termed "RECIPIENT" each with respect to a given disclosure. 2.0 RECIPIENT agrees that for a period of two years from the date of receipt of the information, it shall not disclose or duplicate any information it receives from OWNER that is marked or designated as CONFIDENTIAL, PROPRIETARY or STRICTLY PRIVATE (hereinafter collectively referred to as "PROPRIETARY") to any other person (including RECIPIENT'S employees in any other Group or entity), firm, or company, or use it for its own benefit, except as provided herein. 3.0 RECIPIENT agrees to require obligations of confidentiality with respect to all disclosures of such PROPRIETARY information. 4.0 RECIPIENT agrees that it will not advise others that, the subject matter of this disclosure is known to OWNER or to others associated with OWNER. RECIPIENT furthermore agrees to exercise prudence in order to avoid the unauthorized disclosure or use, of such information, taking steps which include, but are not limited to, those delineated above. 5.0 The parties hereto agree that information shall not be deemed PROPRIETARY and RECIPIENT shall have no obligation with respect to, any such information which; i is already known to RECIPIENT; ii is or becomes publicly known through no wrongful act of RECIPIENT or any employee or RECIPIENT; (iii is rightfully received from a third party without restriction and without breach of this Agreement; iv is independently developed by RECIPIENT without breach of this Agreement; v is furnished to a third party by OWNER without a similar restriction on third party's rights; vi is approved for release by written authorisation of OWNER; viii. is disclosed pursuant to the requirement or request of a Governmental agency or where disclosure is required by oper<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ation of law. 6.0 The parties hereto further agree that RECIPIENT shall not be liable for: i. inadvertent disclosure or use of PROPRIETARY information provided that a. it uses the same prudence as set forth above, in safeguarding such PROPRIETARY information, and b. upon discovery of such inadvertent disclosure or use of such PROPRIETARY information, it endeavours to prevent any further inadvertent disclosure or use, ii. unauthorised disclosure or use of PROPRIETARY information by persons who are or have been in its employ, unless it fails to prudently safeguard such PROPREETARY information. 7.0 In the event that PROPRIETARY information is wrongfully used or <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>In relation to the Confidential Information of the Disclosing Party, the Receiving Party undertakes - (d) to refrain from disclosing the Confidential Information whether to its employees (other than the Personnel in Charge) or third parties except to such of its employees (other then the Personnel in Charge) or third parties who have a <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>need to know or whose services are appropriately required in connection with the Purpose but subject to the prior written consent of the Disclosing Party and the provision of clause 3.2 herein below; <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXHIBIT E: NON-DISCLOSURE AGREEMENT BETWEEN PBIS AND SOLOPOINT, INC. AND PACIFIC BELL AND SOLOPOINT, INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT This agreement is made on August 21, 1996 between SoloPoint, Inc., a California corporation ("SoloPoint") and Pacific Bell Information Services ("PBIS"). 1. Purpose. Company and SoloPoint wish to explore a business possibility under which each party may disclose its Confidential Information to the other party. 2. Definition. "Confidential Information" means any information, technical data, or know-how, including, but not limited to that which relates to research, products, software, services, development, inventions, processes, designs, drawings, formulas, engineering, marketing, finances, financial models, and business plans, whi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ch Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data, or know-how (i) is in the possession of the receiving party at the time of disclosures shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is required by law to be disclosed by the receiving party; (iv) is independently developed by the receiving party without utilization of the Confidential Information. 3. Non-Disclosure of Confidential Information. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning the completion of any business relationship between the two. Each party will not disclose the Confidential Information of the other party to third parties or to its employees except employees who are required to have the information in order to carry out the contemplated business. Each party will have employees to whom Confidential Information of the other party is disclosed sign a Non-Disclosure Agreement in content substantially similar to this agreement if such persons have not already signed such agreements obligating them to hold the Confidential Information in confidence. Each party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party on order to prevent of unauthorized falling into the public domain or the possession of unauthorized persons. Each agrees to immediately notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention. 4. Return of Information. Upon request of the disclosing party, the receiving party agrees to promptly return all documents furnishes to it by the disclosing party, together with all copies thereof in its possession. 5. Term. The term of this Agreement shall be five (5) years. 6. General Provisions. This Agreement will be governed by the laws of the State of California. This Agreement will be binding upon the successors of each party, and will be for the benefit of each party, its successors, and its assigns. Each party agrees that it would be difficult to measure the damage to such party from the breach of the other party's obligations hereunder, that injury to such party from any such breach would be impossible to calculate, and that monetary damages would therefor be an inadequate remedy; accordingly, each party agrees that the other party shall be entitled, in addition to all other remedies it might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damage. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written above. Company: Pacific Bell Information Services SoloPoint, Inc. By: By: ---------------------------------- ---------------------------------- 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|>Exhibit 99.(d)(9) NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made as of the 15th day of November, 2011 by and between COMVERGE, Inc., a corporation organized under the laws of Delaware (“COMVERGE”) and H.I.G. Middle Market, LLC, a company located at 1450 Brickell Avenue, 3l Floor,st Miami, FL 33131 (“H.I.G.”). COMVERGE and H.I.G. are individually referred to as a “Party” and collectively referred to as the “Parties”. WHEREAS, COMVERGE will provide financial information and strategic operating plans, including drafts of financial projections, budgets and due diligence to H.I.G. and its Representatives (as defined below) for the purpose of H.I.G. making a potential investment in COMVERGE (the “Transaction”); and WHEREAS, COMVERGE will provide confidential and proprietary information and materials to H.I.G. and H.I.G. shall keep such information confidential. NOW THEREFORE, the Parties agree as follows: 1. Confidential Information Defined. The Parties acknowledge that, in the course of the Transaction, it is anticipated that H.I.G. and its Representatives will receive certain non-public and confidential information, from or about COMVERGE, including, but not limited to financing information, operating budgets, strategic business plan documents, product and services offerings, software platform or any other confidential and proprietary information relating to the Transaction or COM<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>VERGE. All such financial information and term sheets supplied by COMVERGE or its representatives are hereinafter called the “Confidential Information”. The term “Confidential Information” as used herein also includes the Transaction itself and any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by COMVERGE or its representatives for each other which contain or otherwise reflect confidential or proprietary information provided or developed by COMVERGE in connection with the Transaction, or any other information which H.I.G. knows or reasonably ought to know is confidential or proprietary information of COMVERGE. Any Confidential Information supplied in connection with the Transaction by COMVERGE prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available hereunder after the execution of this Agreement. For the purposes of this Agreement, “Representatives” of H.I.G. shall include its employees, officers, directors, financial advisors, staff agents, financing sources, representatives, consultants, advisors or members of any Investment Review or similar committees, but only to the extent such parties receive Confidential Information and excluding, in each case, any portfolio companies. 2. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which the receiving Party can demonstrate: (a) is already known to the receiving Party on a nonproprietary basis at the time it is disclosed to the receiving Party; (b) is or becomes generally known to the public through no wrongful act of the receiving Party or its representatives in violation of this Agreement; (c) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to H.I.G.’s knowledge, a breach of an obligation of confidentiality running directly to the providing Party, if any; (d) has been approved for public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information. 3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any pe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>) all Confidential Information which it received from the disclosing party along with all copies which it made. GENERAL. (a) This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information, nor as creating an implied or express license grant from either party to the other. (b) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party shall not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder. (c) This Agreement shall be governed by the laws of the State of California. (d) This Agreement, any accompanying CITR and CITRs executed from time to time hereafter which incorporate the terms of this Agreement constitute the entire agree<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment, written or verbal, between the parties with respect to the disclosure(s) of Confidential Information described in each CITR. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, shall not be affected by this Agreement. <TABLE> <S> <C> AGREED: PARTICIPANT: XIRCOM ------------------------------------------- INTEL CORPORATION (Company Name, Division/Sub, if applicable) 3065 Bowers Avenue Santa Clara, CA 95052 26025 Mureau Road -------------------------------------------------------- (Address) Calabasas CA 91302 -------------------------------------------------------- (City) (State) (Zip) /s/ CARL EVERETT /s/ JEROME P. CHERWINSKI -------------------------------- -------------------------------------------------------- Signature Signature CARL EVERETT JEROME P. CHERWINSKI -------------------------------- -------------------------------------------------------- Printed Name Printed Name VICE PRESIDENT-DIRECTOR OF SALES V.P. ENG. 230-0000-30 (7/90) -------------------------------- -------------------------------------------------------- Title Title </TABLE> SEND TO: CORPORATE CONTRACT MANAGEMENT, FM 1-03<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ceeding or judgment relating to or arising out of this Agreement. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 5.2 Any notices or other correspondence (hereinafter collectively referred to as “correspondence”) required or permitted to be given hereunder shall be in writing and shall be sent by postage prepaid first class mail, courier or facsimile or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder, and shall be deemed sufficient upon receipt when delivered personally or by courier, overnight delivery service or confirmed facsimile, or three (3) Business Days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below: (a) All correspondence to the CEDC Group shall be addressed as follows: Central European Distribution Corporation Bobrowiecka 6 00-728 Warsaw Poland Attention: Grant Winterton Facsimile: +48 22 456 60 01 with a copy to Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank St., Canary Wharf London E14 5DS UK Attention: Scott Simpson, Esq. Facsimile: +44 20 7519 7070 (b) All correspondence to the Recipient shall be addressed as follows: W&L Enterprises Ltd. Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands Attention: Mark Kaufman Facsimile: +7-495-232-6138 with copies to Darrois Villey Maillot Brochier A.A.R.P.I. 69, avenue Victor Hugo Paris 75783 France Attention: Ben Burman, Esq. Facsimile: + 33 1 45 02 49 59 and Wachtell, Lipton Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Adam Emmerich, Esq. Facsimile: (212) 403-2234 (c) Either party may change the address to which correspondence to it is to be addressed by written notification as provided for herein. 5.3 This Agreement contains the complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings whether written or oral, express or implied. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns, including without limitation the heirs, executors and legal representatives of each such party. The Recipient acknowledges and agrees that all members of the CEDC Group are third party beneficiaries of this Agreement. Except where expressly indicated otherwise, the words “written” or “in writing” shall include, but not be limited to, written or printe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d documents, electronic and facsimile transmissions and computer disks or tapes (whether machine or user readable). If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such shall not affect any other provision of this Agreement, which shall remain in full force and effect to the fullest extent permitted by applicable law. Upon such determination of invalidity or unenforceability, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. No amendment, modification or alteration of the terms of this Agreement shall be effective unless made in writing and executed by both parties hereto. A failure or delay in exercising any right in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any such waiver shall be effective only in the specific instance and for the purpose given. This Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original for all purposes. 6. Securities Laws. The Recipient acknowledges that it is aware (and, if applicable, that its Representatives who are apprised of this matter have been advised) that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Recipient agrees that, to the extent that it has actually received Confidential Information pursuant to this Agreement that constitutes material non-public information, it will not trade any securities of CEDC or any of its Subsidiaries prior to the termination of this Agreement and that it will not use any Confidential Information in contravention of the United States securities laws. 7. Termination. 7.1 The provisions of this Agreement shall continue in full force and effect at all times until the earliest to occur of (i) the filing of an exchange offer, offering memorandum or disclosure statement with respect to the 2016 Notes or Convertible Notes, provided that, to the extent CEDC and the Recipient continue discussions on the terms of a Restructuring following such filing, this period shall extend until the filing of an amended exchange offer, offering memorandum or disclosure statement reflecting such discussions or (ii) 9:00 a.m. (GMT) on March 5, 2013, whereupon this Agreement shall terminate and be of no further force or effect (the “Termination Date”), other than with respect to the rights and obligations of CEDC and Recipient per Section 7.2 hereof. 7.2 On the Termination Date, CEDC shall publicly file a document (the “Cleansing Document”) containing all of the written and oral Confidential Information that constitutes material non-public information and that was provided by CEDC or its advisors to any of (a) the Recipient or its Representatives or (b) any holder of securities who is subject to a confidentiality agreement substantially similar to this Agreement (or to such holder’s Representatives) that was subsequently shared with the Recipient or its Representatives; provided that such Confidential Information shall not include any information only disclosed to the Recipients' advisors and specifically designated as ‘Non-Cleansing Information’ by CEDC at the time of such disclosure (such Confidential Information other than the ‘Non-Clea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 not use the Confidential information for his/her own or third parties purposes and shall not file for any intellectual property right protection for the Confidential Information or parts of it. Mentor shall notify Organiser immediately in writing of any misuse or misappropriation of any Confidential Information that may come to Mentor’s attention. Mentor agrees to segregate all Confidential Information relating to this agreement from Confidential Information of others to avoid commingling. 6 Discontinuation of Use, Return of Materials At Organiser’s first request, Mentor shall: (a) discontinue all use of Confidential Information; (b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information; (c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information; (d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor; (e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and (f) warrant in writing to Organiser, within ten (10) days after Organiser’s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4. 7 Notice of Required Disclosure If Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order. 8 Proprietary Rights, Limited Right to Use Any and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017. 9 Term This Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties. 10 Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany. 11 Jurisdiction The place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht München I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing. 12 Notification of Unauthorised Use Mentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with Organiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication. 13 Remedies Mentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor’s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants. 14 Miscellaneous This Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreem<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.16 AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporation (“ABCO”), and Evolent Health, Inc. (f/k/a VPHealth, Inc.), a Delaware corporation (“Evolent”), (each, a “Party”, and collectively, the “Parties”). RECITALS WHEREAS, ABCO and Evolent entered into a Services, Reseller and Non-Competition Agreement (the “Original Agreement”), effective as of August 31, 2011 (the “Original Effective Date”); WHEREAS, since entering into the Original Agreement, Evolent and ABCO have continued to explore ways to improve the efficiency and implementation of their relationship; and WHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend and restate the Original Agreement as set forth in this Agreement. NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. DEFINITIONS. For purposes of this Agreement: 1.1 “ABCO Restricted Products and Services” means (a) care management services including, but not limited to, traditional disease management services, direct patient outreach and other service-based care management offerings (e.g., readmissions management teams, nurse call centers, on-site care management teams); (b) care management workflow software designed for and used by provider-owned payor organizations or other entities intending to conduct active care management campaigns targeted at managing population health/longitudinal outcomes (i.e, solutions that are the sam<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e as or substantially similar to (i.e. functionality that is redundant in substantial and material respects with) HealthPlaNet); (c) services primarily intended to support cost reduction and benefit changes for health system employees; (d) consulting services comparable and competitive with blueprint consulting services offered by Evolent as of the Effective Date (“Blueprint Services”), (e) Exclusive TPA Services or (f) Crimson Care Registry products. For the avoidance of doubt, Restricted Products and Services does not include behavioral health-related services or software (e.g., Askesis Development Group software), services similar to those offered by UPMC WorkPartners (e.g., “Take-a-Healthy-Step” or similar health and wellness programs, occupational medicine, on-site clinic implementation and administration, employee assistance services, absence management or workers’ compensation services), or software or solutions similar to those offered by EBenefits Solutions, LLC. 1.2 “Active Sales Process”, with respect to any Person as of any date on which Evolent proposes to add such Person to the list of Evolent Top Prospects, means such Person (a) is not an Evolent Client as of such date and (b) either (i) has purchased ABCO Restricted Products and Services from ABCO prior to such date or (b) was engaged in active discussions with ABCO about acquiring ABCO Restricted Products and Services (including, but not limited to, a review of the applicable offering of ABCO Restricted Products and Services) as of such date. 1.3 “Affiliate” means any Person which Controls, is Controlled by, or is in common Control with, another Person. 1.4 “Business Plan” has the meaning set forth in that certain Intellectual Property License and Data Access Agreement between the Parties. 1.5 “Change of Control” with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (Generic NDA provided by Pitch Deck Fire) THIS AGREEMENT is made and entered into as on (“Effective Date”), by and between , (“the Disclosing Party”) and Pitch Deck Fire, (“the Recipient”) (collectively, “the Parties”). Purpose for Disclosure (“Business Purpose”): Relevant information will be disclosed by the Disclosing Party to the Recipient for the purposes of providing a quote for services and for providing services, generally the completion of a pitch deck or similar materials by the Recipient for Disclosing Party’s use at their discretion. Products of services also fall under this non-disclosure agreement, with the sole exception that the Recipient can use products of services as portfolio examples on the Pitchdeckfire.com website or otherwise, provided that th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e images are in a non-editable format, and scrubbed clean of branding and specific content (blurred out all logos, company and industry specific content), unless contrary written permission is given by the disclosing party. The Parties hereby agree as follows: 1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, technical, developmental, mar<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 (other 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 to purchase any securities or assets of the Business, enter, or agree to enter into any acquisition or other business combination, relating to the Business, or make, or induce any other entity to make or negotiate or otherwise deal with others for a tender or exchange offer of Common Stock of the Business, solicit proxies, votes or consents other than for nonimees selected by the Business' Board of Directors, and proposals recommended by the Business' Board of Directors, or otherwise seek to acquire control of the Business unless such purchase, transaction, offer, agreement or proposal shall have previously been approved by the Board of Directors of the Business. 10. This Agreement shall expire on December 31, 1999. 11. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 12. We acknowledge that remedies at law may be inadequate to protect against breach of this Agreement and we hereby agree in advance to the granting of injunctive relief in your favor without proof of actual damages. Very truly yours, CRANE CO. By: /s/ N.S. Evans ---------------------------------- Print Name: N.S. Evans Title: CEO ------------------------------- Date: 3/18/98 2<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nt of the Recipient. Any purported assignment or delegation without such consent shall be void and unenforceable. 14. Au<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>thority. Each party represents and warrants that it possesses all necessary powers and authority to enter into and be bound by this Agreement. 15. Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provision as applied to other persons, places or circumstances shall remain in full force and effect. 16. Costs. Except as expressly provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the Possible Transaction, including the negotiation, preparation and execution of this agreement and its evaluation and review of any Confidential Information. 17. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by e-mail or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing. 18. Miscellaneous. This Agreement (i) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (ii) may not be amended, except in writing executed by duly authorized officers or agents of each of the parties and (iii) may be executed in counterparts, including by facsimile or electronic mail (including pdf or any electronic signature complying with the United States federal ESIGN Act of 2000). 19. Non-Solicitation. For a period of 12 months after the date of this Agreement, the Recipient agrees not to, directly or indirectly, induce, recruit, encourage or solicit for employment, offer employment to, employ, or engage as an independent contractor (the “Prohibited Activities”), (i) any members of the executive management team of the Disclosing Party or (ii) any other employee of the Disclosing Party to whom the Recipient was introduced, exposed, or whom it became aware of as a result of the consideration, evaluation or negotiation of a Possible Transaction (any such person described in clauses (i) or (ii), a “Covered Employee”); provided that the Recipient shall not be restricted from placing in general circulation (which shall include websites or mobile applications such as Indeed, Linkedin, Monster.com, Craigslist or the like) any solicitation for employment (including advertisements placed by a recruiting firm <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement This Agreement is made as of the day of , 20 (“Effective Date”) by and between , having offices at and Carnegie Mellon University, having offices at 5000 Forbes Avenue, Pittsburgh, PA 15213 (“Carnegie Mellon”). WHEREAS, for the purpose of furthering a potential research relationship between them, and Carnegie Mellon (collectively referred to as the “Parties,” and each individually referred to as a “Party”) have determined to establish terms governing the use and protection of certain Confidential Information (as defined below) that one Party (“Disclosing Party”) may disclose to the other Party (“Recipient”), which information in the case of relates generally to and in the case of Carnegie Mellon relates generally to . NOW THEREFORE, intending to be legally bound, the Parties agree as follows: 1. Confidential Information. a) “Confidential Information” means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject matter, including, but not limited to, trade secrets, business and technical information and data, disclosed orally, visually, in writing, electronic media or by any other means, and that is marked in accordance with this Section 1. b) With respect to any tangible information that a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall mark such information as “Confidential” prior to disclosing it to the Recipient. c) With respect to any oral or visual communication or other intangible information which a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall notify R<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ecipient of such fact at the time of disclosure and within fifteen (15) days thereafter, Disclosing Party shall send Recipient a written memorandum outlining the information deemed to be Confi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ompetitive 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 dist<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ributing 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 Market. 3. No Interference with the Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, Seller will not, directly or indirectly, solicit, induce or influence any customer, supplier, lender, lessor or any other Person that has a business relationship with the Business in the Protected Market, or which had on the date of this Agreement a business relationship with the Business in the Protected Market, to discontinue or reduce the extent of such relationship with the Business in the Protected Market; it being unders<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein. “Representatives” shall mean (i) employees of Receiving Party; (ii) attorneys, accountants, or other professional business advisors and, additionally, (iii) employees of the Receiving Party and those entities directly or indirectly owned by the Receiving Party, in each case, who shall be informed of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms of this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. 4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Receiving Party; (c) at the time of disclosure to Receiving Party was known to such party free of restriction; or (d) Disclosing Party agrees in writing is free of such restrictions. 5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein. 6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals (defined below) resulting from access to or work with Confidential Information disclosed hereunder. The term “residuals” means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither party shall have any obliga<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. The party using any information that it claims to be residuals will have the burden of proving that the information constitutes residuals. 7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, unless prohibited by law, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in ord<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authori<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>at Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of the Buyer, disclose to any person, firm, company or other entity (other than the Buyer or any of its Affiliates) any Confidential Information, except to the extent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by the Seller or Guarantor of this Section 3, or (ii) any such Confidential Information becomes available to the Seller or Guarantor on a non-confidential basis from a source other than the Seller, Guarantor, Buyer or any of their Affiliates or advisors; provided, that such source is not known by the Seller or Guarantor to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Seller or Guarantor is required by law or legal process to disclose any Confidential Information; provided, that in such case, the Seller or Guarantor shall (a) give the Buyer prompt notice that such disclosure is or may be required, and (b) cooperate with the Buyer, at the Buyer's expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Seller and Guarantor under this Section 3 shall survive any termination of this Agreement. 4. Non-Solicitation. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not, directly, indirectly or otherwise by letters, circulars or advertisements, and whether for themselves or on behalf of any other person: (a) solicit or, directly or indirectly, cause to be solicited for employment, any persons who (i) are, at the time of solicitation of employment, employees of the Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or (b) employ or, directly or indirectly, cause to be employed, any persons who (i) are, at the time of such action, employees of the Buyer or any of its Affiliates, or (ii) are, at the time of such action, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; provided, however, that this Section 4 shall not prohibit Seller or Guarantor from employing or soliciting the employment any person who (A) is an employee of Seller as<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> of the Agreement Date and (B) is not offered employment by Buyer as of the Agreement Date. 5. Right to Injunctive Relief. Seller and Guarantor acknowledge that any breach or threatened breach by it of any of the covenants or provisions contained herein will result in irreparable and continuing harm to the Buyer for which the Buyer would not have adequate remedy at law. Therefore, Seller and Guarantor acknowledges and agrees that, in addition to any other remedy which the Buyer may have at law or in equity, the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach or threatened breach. Seller and Guarantor further acknowledges and agrees that monetary damages would be insufficient to compensate the Buyer in the event of a breach by Seller or Guarantor of any of the covenants or provisions contained herein, and that in the event of a breach thereof, the Buyer shall be entitled to specific performance of the obligations hereunder. 6. Enforceability; Severability. If any provision of this Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed modified, as to duration, territory or otherwise, so as to be enforceable as similar as possible to the provision at issue, in order to render the remainder of this Agreement valid and enforceable. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. 7. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and its successors and assigns, and shall be binding and inure to the benefit of the Buyer and its successors and assigns. 8. Entire Agreement. This Agreement, together with the Purchase Agreement and the Transaction Documents, contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and understandings among the Buyer and Seller with respect hereto. This Agreement may not be amended or modified except by a written instrument signed by the parties hereto. 9. Governing Law; Venue. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Massachusetts, without giving effect to principles of conflicts of laws. (b) Unless otherwise explicitly provided in this Agreement, 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|>hem in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information. 9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement. (b) With respect to PCII I hereby assign to the entity owning the PCII and the United States Government, all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of PCII not consistent with the terms of this Agreement. 10. This Agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement. 11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. 12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect. 13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Govern<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment or any of its departments or agencies. 14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended; Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling. 15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law. 16. I represent and warrant that I have the authority to enter into this Agreement. 17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time, if I so choose. DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT Acknowledgement Typed/Printed Name: Government/Department/Agency/Business Address Telephone Number: I make this Agreement in good faith, without m<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t it will never circumvent Aldes (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly), in negotiating or concluding any transactions, arrangements and/or agreements contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Seller/s and/or Business/es. For avoidance of doubt, the Buyer will at all times act in good faith and will only transact and deal with Seller/s and/or Business/es, via the brokerage, intervention and mediation of Aldes. 6.3 The Buyer acknowledges and agrees that Aldes is, will be and will remain entitled to receipt of its agreed brokerage commission (albeit due and payable by the Seller/s, the Business/es, the Buyer or any of them), should the Buyer (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly) or anyone else the Buyer may have introduced to the Business/es and/or Seller/s, conclude any agreements and/or transactions contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Business/es and/or Seller/s. 7. GENERAL 7.1 No alteration or variation to or of this Agreement shall be of any force or effect unless it is recorded in writing and signed by the Buyer and Aldes. 7.2 Any indulgence, latitude or extension of time which may be allowed by either of Aldes, the Seller/s and/or the Business/es shall not under any circumstances be taken as preventing any of them from exercising their rights contained in this Agreement. 8. BUYER’S INFORMATION 8.1 The Buyer notes that Aldes’ decision to introduce any Business/es for sale to the Buyer (and the Seller/s and/or Business/es decision to enter into discussions with the Buyer) is, in part, based on the information presented by the Buyer under and in terms of the Buyer’s Profile on the face of this Agreement. As such, the Buyer warrants and guarantees that all information presented and provided via and in terms of the Buyer’s Profile was, is and will remain true, complete and accurate and that it will immediately inform Aldes should there be any change in the information provided/presented. 9. FURTHER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS 9.1 Aldes may from time to time, dependant on the nature, scope and extent of information to be provided to the Buyer, require that the Buyer enter into and conclude further and/or additional confidentiality and non-disclosure agreements. Should the Buyer fail and/or refuse to enter into and conclude such further agreements, Aldes may, in its sole and absolute discretion, refuse to disclose further information to the Buyer regarding any and/or all Seller/s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and/or Business/es. 9.2 It is noted and agreed that the Buyer and certain of the Seller/s and/or Business/es may from time to time enter into and conclude one or more confidentiality and/or non-disclosure agreements amongst, by and between themselves. It is noted and agreed that those agreements will be in addition to, and not in substitution of/for, this Agreement. Those Agreements will in no way, manner or form detract from, limit, terminate and/or negate any of the terms, conditions and provisions of this Agreement, unless Aldes has given its specific prior written consent to the contrary. Dated and signed this day of Signature: Name and Surname: Identity Number: He/She being duly authorised thereto for and on behalf of the Buyer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, produc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NS REGARDING THIRD PARTIES The Parties shall hold the Company Information in strict confidence and shall take all possible precautions to prevent the Company Information from being disclosed or made available to third parties. 7. PRECAUTIONS REGARDING EMPLOYEES The Parties shall take every possible precaution to ensure that only their employees, contractors, directors and officers who have a strict and genuine need to know have access to the Company Information. 8. LIMIT The Parties' obligations under this agreement shall not apply to any information required by law, regulation or court order to be disclosed to regulatory authorities and other governmental bodies, or which The Parties can document was available to the public or known to The Parties prior to the date first above written. These obligations shall cease as to any information which the disclosing Party can document thereafter became or becomes available to the public otherwise than as a result of a disclosure by the disclosing Party or was or is disclosed to the disclosing Party by a party unrelated to the disclosing Party that does not have a non-disclosure obligation with respect to it. If Company Information of the other Party is required to be disclosed by law, regulation or court order to regulatory authorities or other governmental bodies, The Party must promptly inform the other Party before disclosing such Company Information so that the other Party may have a reasonable opportunity to contest such requirement. 9. RETURN OF COMPANY INFORMATION At any time, upon one Party's request, the other Party shall promptly redeliver to the first Party the Company Information and all materials relating to or involving Company Information of the first Party (whether prepared by the party or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part regarding the Company Information. The redelivery of such material shall not relieve The Parties of their confidentiality or other obligations hereunder. 10. TERMINATION The present agree<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment may be unilaterally terminated by either Party in the event that the other Party becomes bankrupt or is judged to be insolvent by a court of law or if either company makes any assignment for the benefit of its creditors generally. It may also be terminated by written consent of The Parties. 11. SURVIVAl Termination of the present agreement, at any time and for any reason whatsoever shall not extinguish its terms. The terms of this Non-Disclosure and Confidentiality Agreement will survive for 5 years, for the benefit of The Parties and their respective successors. 12. ENTIRE AGREEMENT This agreeme<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ession. “Effective Date” means the later of the last date of signature on the signature page below. “Member” means an entity that has executed a Khronos membership agreement and has not withdrawn its membership\. 3. PURPOSE AND SCOPE Both parties hereby agree to conform to all of the applicable terms and conditions set forth in this Agreement. 4. CONFIDENTIAL INFORMATION 4.1 Confidentiality Obligation Both parties will maintain all Confidential Information in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will not disclose the Confidential Information except as necessary for its authorized participants to evaluate and comment thereon. Both parties will mark any copies it makes of such Confidential Information “Strictly Confidential,” or with a similar legend and shall reproduce all copyright notices and disclaimers contained in the Confidential Information. Unless the parties agree otherwise, this obligation of confidentiality will expire two (2) years from the date of disclosure. 4.2 Return of Confidential Information Upon termination, both parties will destroy or return to the other party all tangible copies of Confidential Information that are in its possession. 5. GENERAL 5.1 Assignment Neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or otherwise transferable by one party without the prior written approval of the other, provided however, that this Agreement may be assigned by one party to a purchaser of all, or substantially all, of that party’s business or assets, whether by merger, sale of assets, sale of stock, or otherwise without such approval. 5.2 No Other Rights No license, rights or title in or to any software or any intellectual property are provided hereunder, either expressly or by implication, estoppel or otherwise, except as expressly provided in this Agreement. 5.3 No Agency The parties hereto are independent parties, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto. 5.4 Notices Any notices under this Agreement shall be sent by a) registered mail; b) tracked overnight carrier or c) email transmission where the recipient specifically replies to acknowledge receipt. 5.5 Governing Law This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of laws rules. The parties hereby agree that any dispute regarding the interpretation or validity of, or otherwise arising out of, this Agreement shall be subject to the exclusive jurisdiction of the California state courts of Santa Clara County, California (or, if there is federal jurisdiction, the United States District Court for the Northern District of California, San Jose), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. 5.6 Complete Agreement This Agreement constitute the complete and exclusive statement of the agreement between the parties, and supersedes all previous agreements, proposals, oral or written, and all other communications or understandings between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has not r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>elied upon any representation or statement not contained herein. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by the P<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r and/or employees of or distributors for the Corporation, and the Purchaser (the "Purchase Agreement"), the Purchaser is purchasing substantially all of the assets of the Corporation and the business of the Corporation as a going concern. C. The Undersigneds the Corporation and a shareholder of the Corporation, and will derive substantial benefit from the transactions contemplated by the Purchase Agreement. D. As a result of the Undersigneds' prior business activities and prior association with and/or employment by the Corporation, the Undersigneds have detailed knowledge and posses confidential information concerning the business and operations of the Corporation. E. After the closing of the transaction contemplated in the Purchase Agreement, Connors, Petmecky, Gundry, and Horton desire to continue to engage in the Business, subject, however, to the terms, conditions, and limitations set forth in this Agreement. F. In order to induce the Purchaser to consummate the transactions contemplated by the Purchase Agreement, the Undersigneds have agreed and the Purchaser has required the Undersigneds to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. RESTRICTIVE COVENANTS. 1.1 The Undersigneds acknowledge and agree that: (i) the business contacts, customers, suppliers, technology, know-how, trade secrets, marketing and distribution techniques, and other aspects of the business of the Corporation have been of value to the Corporation, and have provided the Corporation (and will hereafter provide the Purchaser) with substantial competitive advantage in the operation of its business, and (ii) by virtue of their previous relationships with the Corporation as officers, managers, Shareholders, employees, and/or affiliates, the Undersigneds have detailed knowledge and possess confidential information concerning the business and operations of the Corporation. 1.2 It is hereby agreed that none of the Undersigneds shall, directly, or indirectly, for itself or themselves, or through or on behalf of any other person or entity including, without limitation, family members, trusts, or other business or estate planning arrangements engage in the following: (a) at any time, divulge, transmit, or otherwise disclose or cause to be divulged, transmitted, or otherwise disclose, any business contacts, client, distributor, or customer lists, technology, know<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>-how, traded secrets, marketing techniques, supplier contacts, contracts, or other confidential or proprietary information of the Corporation of whatever nature existing on or prior to the date hereof (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, (ii) it is generally known in the industry in which the Business is engaged, or (iii) the Undersigneds 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); (b) at any time during the period of the Purchase Agreement and for two years following the termination of the Purchase Agreement for any reason (the "Restrictive Period"), invest, carry on, engage, or become involved, either as an employee, agent, advisor, officer, director, stockholder (excluding ownership of not more than 3% of the outstanding shares of a publicly held Corporation if such ownership does not involve managerial or operational responsibility), manager, partner, joint venture, participant, or consultant, in any business enterprise (other than the Purchaser or any of its subsidiaries, affiliates, successors, or assigns) which (i) is located or operating, or soliciting customers located in the United States of America or any other country in which Purchaser sells products, and (ii) is or becomes, at any time during the Restrictive Period, engaged in the manufacture, assembly, sale, marketing, advertising, and distribution of golf balls or any golf related products. For purposes of this Agreement, golf related products shall mean products that are marketed or sold by Purchaser; and (c) at any time during the Restrictive Period initiate contact with any employee, consultant, or independent contractor of Purchaser for the purpose of hiring away such employee, consultant, or independent contractor from Purchaser, or solicit customers of the Purchasers. 2. CORPORATE AND TRADE NAMES. From and after the date hereof, the Undersigneds will not utilize the name "The World Golf Tour," or any confusingly similar name in connection with any business activities from and after the date hereof. 3. CONSIDERATION. In consider<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 purpose of evaluating the Possible Transaction and will not be used by the Recipient in any way detrimental to the Provider or its stockholders. The Recipient will maintain the strict confidentiality of any Evaluation Material provided to it or any of its Representatives by the other Party or any of the other Party's Representatives and will not disclose any part of it to any other person; provided, however, that it may disclose any such Evaluation Material or portions thereof to those of its Representatives who need to know such information in order to assist the Recipient in evaluating the advisability of entering into the Possible Transaction and it may disclose any such Evaluation Material in accordance with Paragraph 5 hereof. 3. REPRESENTATIVES. The Recipient will (a) provide the other Party with a list of its Representatives who are given access to any Evaluation Material, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives. 4. INDEMNIFICATION. Each Party will indemnify, defend and hold harmless the other Party from and against any and all damages, losses, liabilities and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives. 5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if 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|>bstain from taking certain other actions hereinafter set forth. 2. Excluded Information. The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer’s possession before disclosure by the Owner or is independently derived by Buyer without the aid, application or use of the Confidential Materials; (iii) is disclosed to Buyer by a third party on a non-confidential basis; or (iv) counsel for Buyer advises must be disclosed by law. 3. Non-Disclosure of Confidential Materials. Buyer and its Representatives shall use the Confidential Materials solely for the purpose of evaluating a possible transaction with Owner. Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which Owner gives its prior written consent; and (ii) any information contained in the Confidential Materials may be disclosed to Buyer’s Repres<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>entatives who need to know that information for the purpose of evaluating a possible Transaction with Owner and who agree to keep that information confidential. Buyer shall be responsible for any breach of this Agreement by any of its Representatives. 4. Disclaimer of Warranty. Neither Owner nor its Representatives has made or makes any representation or warranty regarding the accuracy or completeness of the Confidential Materials. Buyer agrees that neither Owner nor its Representatives shall have any liability to Buyer or any of its Representatives resulting from Buyer’s use of the Confidential Materials, except as may be expressly set forth in a definitive written agreement, between the parties hereto with respect to a Transaction in accordance with the terms hereof. 5. Release and Waiver of Warranties and Claims. Except as set forth herein, Buyer expressly acknowledges that the Confidential Materials are being provided solely as a courtesy and without any representation or warranty of any kind. As part of Buyer’s agreement to accept and use the Confidential Materials and Audit as such use is defined herein, and as consideration for the release of the Confidential Materials by Owner, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS, CLAIMS, CAUSES OF ACTION OR DEMAND BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE CONFIDENTIAL MATERIALS. 6. Due Diligence. Buyer acknowledges they will be conducting due diligence with regard to the Property and that such due diligence is the sole responsibility of Buyer. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Owner, the Property or the tenants of the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, protect, defend, and hold Owner and the Property harmless from and against any such breach of this Agreement. Without limitation on the foregoing, in no event shall Buyer contact any tenant of the Property without Owner’s express written consent. Owner shall have the right, at its option, to cause a representative of Owner to be present at all inspections, reviews and examinations conducted hereunder. 7. Remedies. Buyer acknowledges that if this Agreement is breached, Owner could not be made whole by monetary damages. Accordingly, Owner, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. Buyer shall reimburse Owner for all costs and expenses, including reasonable attorney’s fees, incurred by Owner if Owner successfully enforces the obligations of Buyer and its Representatives hereunder. 8. Brokerage Entities. Buyer has been advised that The Kase Group (“TKG”) is acting on behalf of Owner as broker (“Broker”) in connection with the proposed sale of the Property, and Owner has agreed to pay a commission to TKG upon a sale of the Property in accordance with a separate agreement between Owner and TKG. In the event the sale of the Property is consummated and the Buyer represented by a Buyer’s Broker as disclosed herein, TKG shall pay to Buyer’s Broker per a separate agreement out of the commissions received by TKG from Owner. Buyer and Buyer’s Broker agree to indemnify and hold harmless TKG and Owner, their respective affiliates, partners, subsidiaries, reasonable attorney’s fees arising out of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other compensation for bringing about any sale of the Property. Buyer shall be responsible for their broker’s confidentiality 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|>to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cly traded company or entity from purchasing or selling securities of such company or entity, 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. Each Party hereby agrees to fully comply with all applicable securities laws. 10. Standstill. For a period of one (1) year from the date of this Agreement, each Party agrees that it shall not, and that it shall cause is affiliates and subsidiaries who have received the other Party’s Confidential Information, or who are aware of the possibility of the Transaction, not to, directly or indirectly, unless specifically invited in advance by the other Party’s Board of Directors: (i) acquire or agree, offer, seek or propose to acquire, or sell or otherwise dispose of, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of any of the other Party’s assets or businesses or any securities issued by such other Party, or any rights or options to acquire such ownership (including from a third party), (ii) seek or propose to influence or control of the other Party’s management or policies (or request permission to do so), or (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing. 11. No Unauthorized Contact or Solicitation by AZZ. During the course of AZZ’s evaluation of the Transaction, all inquiries and other communications are to be made directly to employees or representatives of North American specified by North American. Accordingly, AZZ agrees not to directly or indirectly contact or communicate with any executive or other employee of North A<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>merican concerning the Transaction, or to seek any information in connection therewith from such person, without the consent of North American. AZZ also agrees not to discuss with or offer to any third party an equity participation in the Transaction or any other form of joint acquisition without the prior written consent of AZZ. For a period of two (2) years after the date hereof, without the prior written consent of North American, neither AZZ nor any of its affiliates, whom AZZ has made aware of this Agreement or to whom AZZ has disclosed Confidential Information, shall, directly or indirectly, in any individual, representative or other capacity, employ or engage, or solicit for employment or engagement, any employee of, or any person whose activities are principally dedicated to, North American whom AZZ is made aware of or who AZZ has direct contact with as a result of AZZ’s consideration of the Transaction or otherwise seek to influence or alter any such person’s relationship with North American; provided, however, that the foregoing shall not prohibit AZZ from: (i) general advertising not directed toward employees of North American or hiring employees responding to such advertising; (ii) hiring any person who initiates discussions with AZZ regarding employment without any direct or indirect solicitation by AZZ or; (iii) hiring any person whose employment with North American has been terminated (by either that employee or North American) prior to and independent of any communication with AZZ or any of AZZ’s representatives or agents regarding employment. If the foregoing provision shall be adjudicated to be invalid or unenforceable, such provision shall be amended to reduce the time period or otherwise amended as is necessary to cause such provision to be valid or enforceable, and such amendment shall apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 12. Remedies. Each Party 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. Accordingly, each Party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. A breaching Party shall reimburse the other Party for all reasonable costs and expenses, including reasonable attorneys’ fees, incurred by the other Party in the event it successfully enforces the obligations of the breaching Party or its Representatives hereunder. 13. Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties with respect to the matters contained herein, and may be modified or waived only by a separate writing executed by the Parties, expressly so modifying or waiving this Agreement. 14. No Waiver. No failure or delay by a Party in exercising any right, power or <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> ensure compliance with this Agreement, with such copy remaining subject to the confidentiality obligations of this Agreement. 4. Proprietary Rights. OCERA and COMPANY each acknowledges that all property rights in the other party’s Proprietary Information are owned by the other party, and that none of such rights are owned by the party to which such Proprietary Information is disclosed. Each of the parties hereto further acknowledges that the other party has not granted and does not grant in this Agreement any license to the other party under any patent, copyright, trade secret or other proprietary right to use or reproduce any Proprietary Information of such party other than for the conduct of the Purpose. 5. Exceptions. The obligations undertaken by OCERA and COMPANY hereunder shall not apply to any portion of the Proprietary Information disclosed hereunder which: a. was known to the non-disclosing party prior to the disclosure of such Proprietary Information by the disclosing party; b. is independently developed by the receiving party without the use of, access to, or reference to the disclosing party’s Proprietary Information; c. is, or shall become, other than by a breach of this Agreement by the non-disclosing party, generally available to the public; d. shall, by lawful means, be made available to the non-disclosing party by a third party having a right to disclose it, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther than a third party introduced to the non-disclosing party by the disclosing party in connection with the Purpose; or e. is required by law or made pursuant to an order from a court or government agency. In claiming the benefit of any of the exceptions set forth in this Paragraph 5, the non-disclosing party shall have the burden of establishing that any such portion of the Proprietary Information is subject to such exception. 6. Term. This Agreement shall remain in full force and effect for a period of five (5) years from the date hereof or until such time as all of the Proprietary Information becomes subject to any of the exceptions set forth in Paragraph 5 hereof. 7. Publicity. OCERA and COMPANY hereby agree not to disclose their participation 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 Ag<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>roperty of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement. IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement. X. ATTORNEY FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. XI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive inde<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>finitely from the date of disclosure of the Proprietary Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of 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|>n the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives, (ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder, (iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or (iv) is developed by Recipient or its Representatives independently of the Information disclosed hereunder by or on behalf of Disclosing Party (as evidenced by written documentation). (b) Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), individuals do not have criminal or civil liability under U.S. trade secret law for the following disclosures of a trade secret: (i) 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; (ii) disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; and/or (iii) under those circumstances where Recipient files a lawsuit for retaliation against Disclosing Party for reporting a suspected violation of law, Recipient may disclose Disclosing Party’s trade secret information to its attorney and may use the trade secret information in the court proceeding if Recipient files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (c) Nothing herein or in any other agreement between the Parties is intended to conflict with 18 U.S.C. § 1833(b) or create any liability for disclosures of trade secrets that are expressly allowed by such section. §4. Production of Information. Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> order or waive compliance with the provisions of this Non-Disclosure Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Recipient (or any Representative of Recipient) is, in the opinion of its counsel, legally compelled to disclose such Information, Recipient may disclose, and may permit such Representative to disclose, such portion of the Information that its counsel advises must be disclosed and such disclosure shall not be deemed a breach of any term of this Non-Disclosure Agreement. In any event, Recipient shall use (and, to the extent applicable, shall cause its Representatives to use) reasonable efforts to seek confidential treatment for Information so disclosed if requested to do so by Disclosing Party, and shall not oppose any action by, and shall reasonably cooperate with, Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information. §5. Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party’s prior written consent. §6. No Representations; No Rights Conferred. Disclosing Party makes no representations or warranties, express or implied, with respect to any Information disclosed hereunder, including, without limitation, any representations or warranties as to the quality, accuracy, completeness or reliability of any such Information; all such representations and warranties are hereby expressly disclaimed. Neither Disclosing Party nor its Representatives shall have any liability whatsoever with respect to the use of, or reliance upon, the Information by Recipient or its Representatives. Neither Recipient nor its Representatives shall acquire any rights in Information by virtue of its disclosure hereunder. No license to Recipient or its Representatives, under any trademark, patent, or other intellectual property right, is either granted or implied by the disclosure of Information under this Non-Disclosure Agreement. §7. Return or Destruction of Information. Recipient shall return and deliver, or cause to be returned and delivered, to Disclosing Party, or destroy or cause to be destroyed (with certification of destruction delivered to Disclosing Party), all tangible Information, including copies and abstracts thereof, within thirty (30) days of a written request by Disclosing Party (a “Request”). The foregoing notwithstanding, Recipient may retain one (1) copy of such Information for archival purposes only and subject to compliance with the terms of this Non-Disclosure Agreement. Notwithstanding the foregoing, each Party agrees that Recipient shall not be required to return to Disclosing Party, or destroy, copies of Disclosing Party’s Information that (A) reside on Recipient’s or its Representatives’ backup, disaster recover<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>vided conditional access, including the procedures to be followed in ascertaining whether other persons to whom I contemplate disclosing this information have been approved for access to it, and that I understand these procedures. 2. By being granted conditional access to the information indicated above, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement and the laws, regulations, and directives applicable to the specifi c categories of information to which I am granted access. 3. I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specifi c categories of information to which I am granted access. I understand that the United States Government may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement. 4. I will not disclose or release any information provided to me pursuant to this Agreement without proper authority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in accordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority. 5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession. (2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager’s designee. I agree that if I use information from a sensitive document<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information. 9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not co<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided “AS IS” without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party’s use or inability to use such software and/or hardware. (c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, as well as end-user, end-use and destination restrictions issued by South African and other governments. (d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without use of the other party’s Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party’s copyrights or patents. (e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (f) If either the Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. (g) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. (h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (i) If any Confidential Information is disclosed to any other party, both the Disclosing Party and the Receiving Party shall be deemed to be equally responsible for the consequences of such disclosure, including, but not restricted to, liability for patent or copyright infringement of any other party’s code thus disclosed, and/or failure to obtain the necessary permission to use the code or proprietary information contained therein. (j) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. 5. Suggestions and Feedback The Receiving Party may from time to time provide suggestions, comments or other feedback (“Feedback”) to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the Disclosing Party, shall not, ab<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he safeguards for personal information set forth under applicable federal, state and local law. 4. Identification of Confidential Information. Confidential Information disclosed hereunder shall be disclosed in written, electronic or other permanent form and shall be prominently identified as confidential using an appropriate legend, marking stamp, or other clear and conspicuous written identification which unambiguously indicates that the information being provided is the Disclosing Party's Confidential Information. If Confidential Information is disclosed in other than written or other permanent form, it shall be considered Confidential Information as of the time of original disclosure if: i) the Disclosing Party identifies it as Confidential Information at the time of the original disclosure and ii) within thirty (30) days of the non-written disclosure, the Disclosing Party reduces the information to written or other permanent form, clearly identifying the information confidential as indicated above, and transmits it to the Recipient, referencing the place and date of such oral disclosure and identifying the name(s) of the employees or officers of the Recipient to whom it was made. The rights and obligations provided by this Agreement shall take precedence over specific legends or statements associated with Confidential Information when received. 5. Notices. Any reproduction by either party of the other party’s Confidential Information permitted under this Agreement shall contain any and all confidential notices or legends which appear on the original, unless otherwise authorized in writing by the Disclosing Party. 6. Ownership. Recipient affirms and agrees that all rights, titles and interests in and to the Confidential Information of the Disclosing Party are and shall remain at all times the sole property of the Disclosing Party. Nothing in this Agreement or the disclosure of Confidential Information expressly or implicitly grants or confers on Recipient any right, title or interest in or to the Confidential Information or other property of the Disclosing Party other than the limited rights to receive, access, possess and use such information solely for the Purpose in accordance with this Agreement. 7. Export Control. Company shall not provide any export controlled information, materials, technology to NU, in any form, without prior written notice to NU of Company’s desire to share export control<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>led information, and written consent from NU to accept such information. Notice to the University shall include the proper export classification and a reference the applicable export control laws and regulations. Company shall indemnify and hold harmless NU and its faculty, employees, student, agents and representatives against any and all claims, damages, losses, or costs arising out of Company’s breach of this Section 7. 8. CREATE Act. This Agreement is not a joint research agreement under the CREATE Act and the Recipient shall not invoke the CREATE Act during patent examination to overcome prior art rejections. 9. Contact. The exclusive point of contact with respect to the transmission and control of Confidential Information disclosed hereunder is designated by the respective Parties as follows: Northeastern University: Company: Each Party may change its designees 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|>ractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; (iii) becomes available to Vector on a nonconfidential basis from a source other than Captaris or any of its Representatives, provided that such source was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; or (iv) is independently developed by Vector without the use of any Evaluation Material and without any other violation of this agreement. Vector hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the parties, that the Evaluation Material will be kept confidential and that Vector and its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) Vector may make any disclosure of such information to which Captaris gives its prior written consent and (ii) any of such information may be disclosed by Vector to its Representatives who need to know such information for the sole purpose of evaluating and implementing a possible transaction between the parties, who shall keep such information confidential and who are provided with a copy of this letter agreement. In any event, Vector shall be responsible for any breach of this letter agreement by any of its Representatives, and Vector agrees, at its sole expense, to take reasonable measures (including but not limited to court proceedings) to restrain its Representatives from disclosure or use of the Evaluation Material in contravention of this agreement. In addition, except as required by law or any rule of any self-regulatory organization, each of Captaris and Vector agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been exchanged, that discussions or negotiations are or may be taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) unless such first party has determined in good faith, after consultation with outside counsel, that such disclosure is required in order to avoid a violation of law or any rule of any self-regulatory organization. In the event that (i) Vector or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the Evaluation Material furnished by Captaris or (ii) Vector or any of its Representative or Captaris or any of its Representatives are requested or required (by oral questions, interrogatories, requ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the information described in the preceding paragraph (the “Other Confidential Information”)), then Vector or Captaris, as applicable (the “Disclosure Party”) shall, to the extent permitted by applicable law, provide Captaris or Vector, as applicable (the “Other Party”) with prompt written notice of any such request or requirement so that the Other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of any protective order or other remedy or the receipt of a waiver by the Other Party, the Disclosure Party or any of its Representatives determines in good faith, after consultation with the Disclosure Party’s outside counsel or such Representative’s counsel, as applicable, that it is legally compelled to disclose Evaluation Material (or any of the Other Confidential Information), the Disclosure Party or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material or Other Confidential Information that it determines in good faith, after consultation with such counsel, it is legally required to be disclosed, provided that the Disclosure Party exercise commercially reasonable efforts to preserve the confidentiality of the Evaluation Material and the Other Confidential Information, including, without limitation, by cooperating with the Other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Other Confidential Information. If either party decides that it does not wish to proceed with a transaction, it will promptly inform the other party of that decision. In that case, or any time upon the request of a party for any reason, Vector will promptly, at Vector’s option (i) return to Captaris and/or (ii) destroy all Evaluation Material (and all tangible copies thereof) furnished to it or its Representatives by or on behalf of the other party pursuant hereto, and in either case no copies thereof shall be retained except that, any of the foregoing notwithstanding, that portion of the Evaluation Material that may be found in analyses, compilations, studies, or other documents prepared by Vector’s Representatives, such Representatives’ agents, attorneys or employees, and oral or electronic Evaluation Material will be held by such Representatives and kept subject to the terms of this agreement or destroyed to the extent practicable and permitted by law. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. Notwithstanding the foregoing, (i) financial advisors to the parties may retain copies of the Evaluation Material and Other Confidential Information (including Evaluation Material and Other Confidential Information) stored on electronic, magnetic or similar media) in accordance with policies and procedures implemented in order to comply with legal and regulatory requirements and to demonstrate such financial advisor’s compliance with its obligations, and (ii) Representatives that are accounting firms may retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, reg<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 contacts, client, distributor, or customer lists, technology, know-how, traded secrets, marketing techniques, supplier contacts, contracts, or other confidential or proprietary information of the Corporation of whatever nature existing on or prior to the date hereof (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, (ii) it is generally known in the industry in which the Business is engaged, or (iii) the Undersigneds 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); (b) at any time during the period of the Purchase Agreement and for two years following the termination of the Purchase Agreement for any reason (the "Restrictive Period"), invest, carry on, engage, or become involved, either as an employee, agent, advisor, officer, director, stockholder (excluding ownership of not more than 3% of the outstanding shares of a publicly held Corporation if such ownership does not involve managerial or operational responsibility), manager, partner, joint venture, participant, or consultant, in any business enterprise (other than the Purchaser or any of its subsidiaries, affiliates, successors, or assigns) which (i) is located or operating, or soliciting customers located in the United States of America or any other country in which Purchaser sells products, and (ii) is or becomes, at any time during the Restrictive Period, engaged in the manufacture, assembly, sale, marketing, advertising, and distribution of golf balls or any golf related products. For purposes of this Agreement, golf related products shall mean products that are marketed or sold by Purchaser; and (c) at any time during the Restrictive Period initiate contact with any employee, consultant, or independent contractor of Purchaser for the purpose of hiring away such employee, consultant, or independent contractor from Purchaser, or solicit customers of the Purchasers. 2. CORPORATE AND TRADE NAMES. From and after the date hereof, the Undersigneds will not utilize the name "The World Golf Tour," or any confusingly similar name in connection with any business activities from and after the date hereof. 3. CONSIDERATION. In consideration for the covenants contained herein, the Purchaser has agreed to enter into the Asset Purchase Agreement to be executed in conjunction with this Agreement. 4. REMEDIES. 4.1 In the event of a breach of this Agreement by any either of the Undersigneds, the precise amount of damages that may be suffered by the Purchaser of reason of such breach may be difficult to ascertain; accordingly, the parties hereby agree that, as liquidated damages (and not as a penalty) in respect of any s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uch breach, the Purchaser, in its sole discretion, may choose to demand the sum of $20,000 as the sole and exclusive damages for the breach. The parties agree that the foregoing provision for liquidated damages, if chosen by Purchaser, constitutes a fair and reasonable estimate of the actual damages that might be suffered by reason of a breach of this Agreement by the Undersigneds. Alternatively, and in lieu of its right to demand liquidated damages as aforesaid, the Purchaser may elect to pursue and recover all actual damages, incurred by the Purchaser as a result of such breach, insofar as they can be determined. 4.2 The Undersigneds and the Purchaser hereby further acknowledge and agree that any breach by either of the Undersigneds, directly or indirectly, of the foregoing restrictive covenants will cause the Purchaser irreparable injury for which there is not adequate remedy at law. Accordingly, each of the Undersigneds expressly agrees that, in the event of any such breach or any threatened breach hereunder by any of the Undersigneds, directly or indirectly, the Purchaser shall be entitled, in addition to any and all other remedies available (including but not limited to the damages provided for in paragraph 4.1 above), to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain, and/or enjoin a breach under the provisions of this Agreement. 5. MISCELLANEOUS. 5.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Utah without regard to any conflict of law provisions. 5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns. 5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled. 5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this Agreement. 5.5 Notices. All notices, requests, demands, and other communications here<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e up to two participants. Mentors will meet the Participants at the Accelerator Bootcamp, that will take place in line with the Awards Ceremony of the Copernicus Masters, the European Satellite Navigation Competition (ESNC), and the accompanying Satellite Masters Conference from 6 - 8 November 2017 in Tallinn, Estonia. Mentor´s participation to this event is mandatory, as it will set forth the official start of their relationship: Mentor and Participants will begin developing a coaching plan together, that will include objectives and KPIs of their affiliation. Monthly virtual interactions need to be planned by Mentor, to ensure a continuous acceleration of the Participants Ideas´ towards business maturity. A mid-term review and survey will be required by April 2018, to evaluate progress made and ensure that the recommendations of the coaching plan are currently implemented by Participants. In case of a non-positive matching or non-compliance to hi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s/her assigned duties (having monthly interactions with the mentees, keeping contacts with the Copernicus Accelerator team, promptly informing the organizers about any relevant<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e valid, legal and enforceable. 10. The Parties hereby acknowledge that neither the failure nor delay by any party in exercising any right, power or privilege e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>xisting in connection with this Agreement shall operate or be construed to be a waiver of such right, power or privilege. No single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right hereunder or otherwise legally available. No waiver hereunder shall be considered valid or enforceable, except by a written agreement signed by the Parties and no such waiver shall be deemed a waiver of any subsequent instance or circumstance of the same or similar nature. 11. This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes any and all other agreements, if any, between the Parties with respect to the subject matter hereof and contains all of the covenants and agreements between the Parties with respect thereto. This Agreement contains the entire understanding between the Parties and supersedes all prior collateral communications, if any, regarding the subject matter hereof. This Agreement shall govern all communications between the Parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed. No modification or amendment of this Agreement and no waiver of the terms and conditions hereof, in whole or in part, shall be binding, except by a written agreement signed by the Parties. 12. This Agreement shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns and will be binding upon the Parties and their respective Representatives, successors and permitted assigns. 13. The validity, interpretation, performance and enforcement of this Agreement, its construction and the rights, remedies and obligations arising by, under, through or on account of it, shall be governed and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. The Parties hereby irrevocably and unconditionally consent to the sole and exclusive venue and jurisdiction of the courts of the State of New York for any action, suit or proceeding arising out of or relating to this Agreement and hereby agree not to commence any action, suit or proceeding related thereto except in such courts. 14. Except as other<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Johns Hopkins University NON-DISCLOSURE AGREEMENT For Bilateral Disclosure This Agreement is effective this of in the year is by and between JHU and COMPANY, each defined below. JHU: The Johns Hopkins University Address: 100 N. Charles St., 5th Floor Baltimore, Maryland 21201 JHU Contact: COMPANY: Address: COMPANY Contact: WHEREAS, each party has certain technical information described below which shall hereinafter be referred to as "CONFIDENTIAL INFORMATION"; CONFIDENTIAL INFORMATION: WHEREAS, JHU and COMPANY are each interested in examining the CONFIDENTIAL INFORMATION of the other solely for the PURPOSE, defined below; PURPOSE: To explore licensing, collaborative or sponsored research agreement opportunities related to the CONFIDENTIAL INFORMATION. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: ”PROVIDER” shall mean the party hereto disclosing CONFIDENTIAL INFORMATION to the RECIPIENT party. “RECIPIENT” shall mean the party receiving CONFIDENTIAL INFORMATION from the PROVIDER party. 1. PROVIDER, through its employee, the PROVIDER Contact, shall disclose CONFIDENTIAL INFORMATION to RECIPIENT, through its employee, the RECIPIENT Contact, to enable RECIPIENT to fully evaluate such disclosure solely for the PURPOSE. CONFIDENTIAL INFORMATION shall be indicated as confidential at the time of disclosure. 2. RECIPIENT agrees to accept the CONFIDENTIAL INFORMATION and to employ all reasonable efforts to maintain the CONFIDENTIAL INFORMATION as secret and confidential, such efforts to be no less than the degree of care employed by RECIPIENT to preserve and safeguard RECIPIENT's own confidential information. The CONFIDENTIAL INFORMATION shall not be disclosed or revealed to anyone except employees of RECIPIENT who have a need to know the CONFIDENTIAL INFORMATION for the PURPOSE and who agree to be bound by the terms of this Agreement. 3. It is hereby acknowledged by PROVIDER that RECIPIENT shall incur no liability merely for examining and considering the CONFIDENTIAL INFORMATION. However, RECIPIENT ag<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rees that it will not use the CONFIDENTIAL INFORMATION for any purpose other than the PURPOSE without the prior written consent of PROVIDER. 4. RECIPIENT‘s obligations under Paragraphs 2 and 3 above shall not extend to any part of the CONFIDENTIAL INFORMATION: (a) that can be demonstrated to have been in the public domain or publicly known and readily available to the trade or the public prior to the date of the disclosure; or (b) that can be demonstrated, from written records, to have been in RECIPIENT's possession or readily available to RECIPIENT from another source not under obligation of secrecy to PROVIDER prior to the disclosure; or (c) that becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by RECIPIENT; or (d) that is subsequently disclosed to RECIPIENT by a third party who is not under an obligation of confidentiality to PROVIDER; or (e) that is required by any law, regulation, or order of court to be disclosed by RECIPIENT. Prior to disclosing proprietary or CONFIDENTIAL INFORMATION of the PROVIDER, the RECIPIENT shall first notify and provide it an opportunity to prevent disclosure. 5. RECIPIENT's obligations under Paragraphs 2 and 3 shall extend for a period of five (5) years from the effective date of this Agreement. 6. It is understood that nothing herein shall be deemed to constitute, by implication or otherwise, the grant to RECIPIENT of any license or other rights under any patent, patent application, or other intellectual property right or interest belonging to PROVIDER, or as permitting RECIPIENT to unfairly obtain the right to use any CONFIDENTIAL INFORMATION which becomes publicly known through an improper act or omission on its part. 7. Neither party shall use the name of the other or any contraction or derivative thereof or the name(s) of the other party's faculty members, employees, or students, as applicable, in any advertising, promotional, sales literature, or fundraising documents without prior written consent from the other party. 8. The terms of this Agreement supersede any previous non-disclosure agreements or any other preliminary representations or understandings that have been entered into by the parties to this Agreement with regard to the subject CONFIDENTIAL INFORMATION. We agree to examine and consider the subject matter of the CONFIDENTIAL INFORMATION on the foregoing basis. THE JOHNS HOPKINS UNIVERSITY COMPANY By: By: Printed: Printed: (Name) (Name) Title: Title: Date: Date: AGREED AND ACCEPTED: JHU Contact COMPANY Contact By: By: Printed: Printed: (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|>NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT This agreement is made between the parties, effective as of the signatory dates below, for the purpose of assisting each other in certain Merchant and Investment Banking transactions for the "Company's" project or business and assisting each other in providing other services as may occur from time to time. Both parties agree to maintain complete confidentiality concerning the business affairs of the other and all proprietary information which each may receive from the other. Both parties agree to assume that any information which is divulged to the other is proprietary information and each agrees not to divulge or disseminate any such proprietary information to third parties without the written consent of the other. Neither party may use information divulged to the other in any independent trade or business enterprise or financing transaction. Both parties agree not to circumvent each other in dealing with the contacts of the other. Ea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ch party agrees to negotiate directly and solely with and through the other to any new potential financing, joint ventures, mergers, acquisition or other opportu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>at will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 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 except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of 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|>Suite 25 Northwich Business Centre Meadow Street Northwich Cheshire CW9 5BF Tel: 0845 466 4648 Fax: 01606 810 567 Email: [email protected] www.business-partnership.com YOUR DETAILS (PLEASE USE CAPITALS) Title ………. First Name ………..…..………………….….. Last Name …….……………………….………….…..... Address…………………………………..…….………………………………………...…….…………………....……….. ……………………………………………………………………………………………………………….......................... Post Code …………….………. Email ………………………………………….……………………………………....…. Tel …………………………………….…………… Mobile ………….………………….………………………….. Company Name ………………………………………………..………….…………………………………….................. Company Reg. No. …………...……………………………………………………………………………………………... Businesses or area of interest ……………………………….…………………………………………………………….. NON-DISCLOSURE AGREEMENT I fully understand and agree that all information relating to any client of The Business Partnership and supplied to me will be kept strictly confidential. I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means. I agree that in respect of the Confidential Information received from The Business Partnership I will: Treat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties I further acknowledge that all documents and other material things embodying any of the Confidential Information which is received under this agreement shall remain the property of the supplying party (or other owner thereof) and I shall hold them as bailee for the supplying party, exercising reasonable care to keep them safe from access by unauthorised persons, and shall return them to the supplying party within one week of a <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>written request from the supplying party. I will not attempt to contact the employees, customers, creditors, suppliers or landlords of any client of The Business Partnership at any time. I will not use the confidential information to seek to obtain any commercial advantage over any client of The Business Partnership. I acknowledge that this Agreement shall remain in force in perpetuity. The laws of England and Wales shall govern this Agreement. I confirm that I have funds or access to funds to enter negotiations for the business for which I have expressed an interest I confirm that no contact will be made with the vendor or company direct. TERMS AND CONDITIONS The Sales Particulars you will receive, and any subsequent commercial information relating to this business, are supplied on the strict understanding that it should be kept confidential and must not be copied or supplied to a third party without the consent of The Business Partnership (TBP). All recipients the Sales Particulars and any other details irrevocably agree:- 1. To treat all information contained herein, and as may subsequently be supplied, with co<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the day of 20 (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and , (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>otice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 4. Return of Materials. Upon request of UNIVERSITY at any time VENDOR shall return all or such part of the Confidential Information as UNIVERSITY may designate to be returned. In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. 5. Loss of Access. VENDOR’S disclosure of Confidential Information to third parties without UNIVERSITY’S authorization, or VENDOR’S failure to return or destroy Confidential Information per Provision 4, above may result in the UNIVERSITY or the U.S. Department of Education denying VENDOR access to Confidential Information for a period of at least five years. 6. Immediate Notice. VENDOR shall give UNIVERSITY immediate notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR, or its employees, agents, contractors, or subcontractors of their obligations under this Agreement, upon learning of same. 7. Appropriate Forum. VENDOR and UNIVERSITY agree that this Agreement is entered into in the State of Arkansas and that the legal forums located in the State of Arkansas are the appropriate forums in the event any party seeks legal action or injunctive relief under this Agreement. Both parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas. 8. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 9. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 10. Entire Agreement Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties h<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and UNIVERSITY. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform. 11. Original Copy. Signed originals of this agreement will be kept on file in the Office of the Information Technology, Arkansas State University, Jonesboro, Arkansas. Copy of signed originals will be provided to VENDOR. IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives. VENDOR Signature:Date: PrintName:Title: ARKANSAS STATE UNIVERSITY-JONESBORO Signature:Date: PrintName: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|>NIVERSITY, administratively responsible for such notification. 3. Disclosure Sought Under Legal Process. VENDOR shall immediately notify UNIVERSITY in writing of any subpoena, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 4. Return of Materials. Upon request of UNIVERSITY at any time VENDOR shall return all or such part of the Confidential Information as UNIVERSITY may designate to be returned. In addition, upon the completion of the services provided by VENDOR to <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. 5. Loss of Access. VENDOR’S disclosure of Confidential Information to third parties without UNIVERSITY’S authorization, or VENDOR’S failure to return or destroy Confidential Information per Provision 4, above may result in the UNIVERSITY or the U.S. Department of Education denying VENDOR access to Confidential Information for a period of at least five years. 6. Immediate Notice. VENDOR shall give UNIVERSITY immediate notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR, or its employees, agents, contractors, or subcontractors of their obligations under this Agreement, upon learning of same. 7. Appropriate Forum. VENDOR and UNIVERSITY agree that this Agreement is entered into in the State of Arkansas and that the legal forums located in the State of Arkansas are the appropriate forums in the event any party seeks legal action or injunctive relief under this Agreement. Both parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas. 8. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 9. Severability. All of the provisions of this agreement are severabl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>onditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be returned by a certain date, and that no copies of the removed materials or items are to be made. 7. Return of Confidential Information. Upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party’s Confidential Information and all copies thereof. 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, or any breach of the Agreement by the Receiving Party, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party’s Confidential Information except as specified in this Agreement. 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and not<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hing contained in this Agreement shall be construed, by implication or otherwise, as a grant, option, or license under any patent, trade secret, copyright, trademark, or other proprietary rights of either party. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party agrees and understands that the Disclosing Party will have all rights and remedies available to it under the applicable law as a result of said Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party shall not be in breach of this Agreement simply by acting in accordance with its terms and conditions. 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclosing Party’s Confidential information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 12. Termination. This Agreement shall became effective upon the Effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties. 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows: If to NEW RIVER: New River Pharmaceuticals Inc. The Governor Tyler 1902 Downey Street Radford, VA 24141 USA Attention: Randal J. Kirk Fax: (540) 633-7979 With a copy to: New River Pharmaceuticals Inc. The Governor Tyler 1902 Downey Street Radford, VA 24141 USA Attention: Marcus E. Smith, Esq. Fax No.: (540) 633-7971 If to SHIRE: Shire US Inc. 7900 Tanners Gate Drive Florence, KY 41042 USA Attention: Jeff Martini Fax: (859) 282-2103 With a copy to: Shire US Inc. 7900 Tanners Gate Drive Florence, KY<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ormation, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residual<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is 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|>reement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information to the other party. 9. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party. 10. Nothing contained herein shall imply any obligations of either party to proceed with a transaction between the parties, and each party reserves the right to terminate the discussions contemplated hereunder, with or without cause, without any liability for such termination. 11. This Agreement shall terminate three (3) years after the Effective Date and shall be binding upon the Recipient's heirs, successors and assigns. 12. This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. This Agreement may not be amended except by a writing signed by both parties hereto. 13. Each party acknowledges that its breach of the Agreement will cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. Additionally, in the event of a breach by the Recipient, the disclosing party shall be entitled to recover the costs of enforcing this Agreement including, without limitation reasonable attorneys' fees. 14. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 15. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. 16. Neither party will assign or transfer any rights or obligations under this Agreement without the prior writt<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>en consent of the other party. 17. Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 18. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing. 19. Each of the parties agrees that the software programs of the other party contain valuable confidential information and each party agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party without the prior written consent of the other party. 20. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. IN WITNESS WHEREOF, the parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date. OACIS HEALTHCARE SYSTEMS CORP. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Stephen Ghiglieri By: /s/ K. J. Houston ------------------------ ---------------------------- Name: /s/ Stephen Ghiglieri Name: /s/ K. J. Houston ---------------------- -------------------------- Date: November 4, 1998 Date: November 4, 1998 ---------------------- -------------------------- Address: The Oacis Building Address: 10260 Campus Point Drive 1101 Fifth Avenue San Diego, CA 92121 San Rafael, CA 94901<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>regoing 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 use or for any purpose except to carry out evaluation of the submission according to the Contest Rules. Receiving Party will not disclose the Confidential Information to third parties or to Receiving Party(cid:146)s employees except employees who are required to have the information in order to carry out the contemplated business. Receiving Party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized persons. Return of Materials. NO materials or documents which have been furnished by Submitting Party to Receiving Party will be returned, but instead will be disposed of in an appropriate manner to maintain confidentiality. Patents or Copyrights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of Submitting Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into any proposed business relationship with Submitting Party. Term. The commitments in this Agreement shall terminate two (2) years following the date of disclosure of the Confidential Information. Miscellaneous. This Agreement shall be binding upon Receiving Party and for the benefit of Submitting Party, its successors and assigns. This Agreement may not be assigned without consent of Submitting Party. Receiving Party shall not through operations of succession or otherwise place Confidential Information in the hands of a competitor of Submitting Party. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York without regard to principles of conflict of laws of such state. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they wil<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l not render this Agreement illegal, invalid or unenforceable. If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining terms of this Agreement shall constitute their agreement with respect to the subject matter hereof, and all of its remaining terms shall remain in full force and effect. Export Restriction. Recipient agrees it will not in any form export, reexport, resell, ship or divert or cause to b<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>er. III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. IV. NON-CIRCUMVENTION. During the term of this Agreement and for 3 Years thereafter, Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction. V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request. VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO T<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>HE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient. VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement. IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement. X. ATTORNEY FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. XI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall s<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nd technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and (ii) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Confidential Information. Recipient represents and warrants that it has implemented, and during the term of this Agreement shall maintain, comprehensive written privacy and security policies and procedures and the necessary administrative, technical and physical safeguards appropriate to the size and complexity of Recipient's operations and the nature and scope of its activities. Section 3. Report of Breach. Recipient shall promptly notify State of a breach of any Confidential Information within forty-eight (48) hours of when Recipient discovers such breach. A breach shall be treated as discovered by Recipient as of the first day on which such breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the breach, who is an employee, officer, Recipient Representative or other agent of Recipient. Recipient's notification shall be in writing and, 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|>on or company without the Disclosing Party's prior written consent, and shall not itself make any use of such Information for any purpose other than the purpose of supply of logistics services ("the Authorised Purpose"). 3. The Receiving Party shall: (a) take the same care in protecting the Disclosing Party's Information as it takes in protecting its own confidential information and in any event not less than that which a reasonable person or business would take in protecting its own confidential information; (b) only disclose Information on a need-to-know basis to such of their employees, agents, consultants and contractors as are under similar obligations of confidentiality as contained in this Agreement including, but not limited to, the use of the Information for the Authorised Purpose only; and (c) forthwith upon receipt of a written request from the Disclosing Party or upon termination: (i) return all information supplied by the Disclosing Party as well as items and materials relating to or derived from the Information; (ii) deliver to the Disclosing Party or at its request destroy immediately all items and materials made by the Receiving Party containing Information, that are not returned pursuant to paragraph (i) above; (iii) not keep copies or duplicates of any items or materials referred to in paragraphs (i) or (ii) above; and (iv) provide a certificate signed by a senior officer of the Receiving Party confirming that the provisions of this clause have been complied with. 4. This Agreement shall not apply to any Information which the Receiving Party: (a) can show is or becomes publicly available through no fault of the Receiving Party; (b) can show was in its possession prior to the date of disclosure; (c) may subsequently receive from any third party legally in possession of the Information and who was not restricted from disclosing it; (d) can show is independently acquired by the Receiving Party as a result of work carried out by an employee, consultant or contractor of the Receiving Party to whom no disclosure of Information has been made; or (e) is required to disclose pursuant to a court order or relevant stock exchange provided that the Receiving Party shall have given prior written notice to the Disclosing Party. 5. This Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing Party to the Receiving Party of any of its rights under copyright, patents, trademarks, design rights or other similar rights. AH Information supplied hereunder is supplied on an "as is" basis and the Disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose. The Disclosing Party shall not be liable for any loss or damage suffered by the Receiving Party as a result of the Receiving Party's use of the Information. 6. This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable by either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. 7. Notices shall be delivered personally, or by prepaid first class mail, or transmitted by email to the parties at such address or number as the parties shall specify from time to time. 8. The Agreement is governed by and shall be construed in accordance with the laws of England and the parties submit to the nonexclusive jurisdiction of the English Courts. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This Agreement contains the entire understanding relative to the protection of the Information covered by this Agreement, is executed by authorised representatives of each party and supersedes all prior and collateral communications, reports and understandings, if any, between the parties <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>regarding the Information. For and on behalf of For and on behalf of SECURE TRANSPORTATION LIMITED Signed Signed 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|>ws of the State of Utah without regard to any conflict of law provisions. 5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns. 5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled. 5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this Agreement. 5.5 Notices. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the date received if personally delivered, telecopied, or mailed by commercial express mail service: TO UNDERSIGNEDS: WORLD GOLF FEDERATION, INC. 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 Attn: Joseph P. Connors Joseph P. Connors, William Petmecky Kip Gundry, Troy Horton 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 TO PURCHASER: RENAISSANCE GOLF PRODUCTS, INC. 12187 South Business Park Drive, Suite 100 Draper, Utah 84020 Attn: John Hewlett or to such other address or telecopier number which either party may notify the other party as provided above. 5.6 Headings. The headings of the Sections of this Agreement are for the convenience of reference only, and do not form a part hereof, and in no way modify, interpret, or construe the meanings of the parties. 5.7 Counterparts. This Agreement may be executed in any number of counterp<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>arts, each of which shall be deemed an original and all of which shall constitute one Agreement. 5.8 Waiver; Severability. The failure of any of the parties to this Agreement to require the performance of term or obligation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent b<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t to the voting of (or the withholding of authority of or abstention from voting), any Voting Securities of the Company; (d) unless expressly invited to do so by the Board of Directors of Vocus (or any duly constituted committee thereof comprised wholly of independent directors of Vocus), make any public announcement with respect to, or submit to the Company or any of its affiliates, Representatives or any other person, any proposal, expression of interest, term sheet, memorandum of understanding, letter of intent, inquiry or offer (with or without conditions) providing for, in a single transaction or in any series of related transactions, any merger, consolidation, acquisition, business combination, share exchange, recapitalization, reorganization, divestiture, spin-off, split-off, cash or property distribution or any other extraordinary transaction involving the Company or any of the Company’s securities, assets or businesses; (e) form, join or in any way engage or participate in a “group,” (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any Voting Securities of the Company; (f) act alone, or in concert with any other person(s), to seek to control or influence the management, board of directors, policies or affairs of the Company (including, without limitation, by seeking to place any individual on the Company’s board of directors, seeking to have called any meeting of the Company’s stockholders or seeking to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Company’s board of directors or to approve stockholder proposals); (g) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” or “(d)” of this sentence; (h) request or propose that the Company or any of the Company’s Representatives amend or waive, or consider the amendment or waiver of, any provision set forth in this Section 8, either publicly or in any manner that would reasonably likely to lead to or require public disclosure of such request or proposal; (i) have any discussions or enter into any arrangements, understandings, plans, commitments or agreements (whether oral or written) with, act<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> as a financing source for or otherwise invest in any significant manner with respect to, or advise, assist or encourage, any person in connection with any of the foregoing; or (j) at no time offer or communicate directly to the Company’s shareholders in the form of a tender offer, exchange offer or otherwise in relation to the Transaction, unless expressly contemplated by a definitive agreement entered into between you (or one or more of your controlled affiliates) and the Company; provided, however, that the restrictions set forth in this Section 8 shall terminate immediately upon (A) the public announcement by Vocus that it has entered into a definitive agreement with a third party for a transaction involving the acquisition of more than 50% of the outstanding equity securities of Vocus or all or substantially all of the assets (on a consolidated basis) of the Company or (B) any person or group publicly announces or commences a tender or exchange offer to acquire Voting Securities of Vocus, that, if successful, would result in such person or group beneficially owning more than 50% of the then outstanding Voting Securities of Vocus, and Vocus files a Schedule 14D-9 with respect to such tender or exchange offer that recommends that Vocus’ stockholders accept such offer. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. For purposes of this Section 8, “Derivative Securities” means any securities that are the subject of any derivative or other transaction entered into by any person, which gives such person the economic equivalent of ownership of an amount of Company securities due to the fact that the value of the derivative is determined by reference or in relation to the price or value of such securities, irrespective of whether (i) such derivative conveys or confers to any person, or otherwise has ascribed to it, any voting rights or voting power or (ii) the derivative is capable of being or required to be settled by the payment of cash or through the delivery of such securities. 9. Effect of Agreement. No agreement providing for any Transaction currently exists and none shall be deemed to exist between the parties hereto unless and until a definitive written agreement for any such Transaction is hereafter negotiated, executed and delivered with the intention of being legally binding upon the parties hereto and any other necessary parties thereto. The parties hereto agree that unless and until a definitive agreement between them with respect to a Transaction has been executed and delivered by them and any such other parties, with the intention of being legally binding as aforesaid, neither party nor any of their respective affiliates shall be under any obligation of any kind whatsoever with respect to a Transaction, including any obligation to commence or continue discussions or negotiations with respect to a Transaction, by virtue of this Agreement or any other written or oral ex<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>mation. 3. Buyer will not contact the Seller or Seller's employees, customers, suppliers or agents other than Broker for any reason whatsoever without the prior written consent of the Broker. All contacts with the Seller or such other parties will be made through or by Broker unless otherwise agreed to by Broker, in writing. Seller’s employees may not be aware of the sale of the Business and Buyer agrees not to disclose to Seller’s employees that the Business is for sale, nor identify that Buyer is a possible purchaser of the Business. 4. The Information furnished by Broker has been prepared by or is based upon representations of the Seller and Broker has made no independent investigation or verification of said Information. Broker makes no representation that the Information is accurate or complete. Buyer hereby expressly releases and discharges Broker from any and all responsibility and/or liability in connection with the accuracy, completeness or any other aspects of the information and accepts sole and final responsibility for the evaluation of the Information and all other factors relating to the Business. Buyer understands and acknowledges that it has been advised to engage attorneys, accountants and other advisors to complete due diligence on the Business offered for sale to verify that the Business is satisfactory. Buyer understands that the future success or failure of the Business is primarily dependent on the Buyer’s knowledge and efforts and is not dependent on the Business’s past volume of business or profitability. 5. The Information is subject to change or withdrawal without notice and the Business is being offered for sale subject to prior sale or the withdrawal of said offering without notice. 6. Buyer will indemnify and hold harmless the Broker and Seller from any and all claims or actions arising from Buyer's acts or failures to act in pursuing the possible purchase of the Business, including, without limitation, reasonable attorney's fees and other expenses incurred by Broker and seller. 7. Buyer will not, for a period of three (3) years from the date hereof, enter into any agreement for the purchase of the Business, in whole or in part, or assist or promote any other party in so doing, unless such agreement to purchase provides for commission to be paid Broker, with the commission being defined as the amount agreed upon by Broker and Seller in the "Business Listing Contract”, “Engagement Agreement” or similar agreement between those parties. If Buyer violates the foregoing provision, Buyer will be liable for and pay any commission that would have been due to Broker by Seller upon demand without any obligation on Broker's part to first e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>xhaust any legal remedies against Seller. 8. Buyer represents that Buyer has sufficient financial resources to complete the transaction for the asking price and terms set forth herein. Buyer agrees to provide, upon request by Broker or Seller, financial statements, credit references and other pertinent information evidencing such financial sufficiency. 9. The performance and construction of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. All sums due hereunder shall be payable at the office of the Broker in Bucks County, Pennsylvania. The parties agree to the exclusive jurisdiction of the state and federal courts in and for Bucks County, Pennsylvania to enforce the terms of this Agreement. Claims for injunctive relief may be filed in any court with appropriate jurisdiction over the matter. All other claims must be arbitrated in accordance with section 11 below. 10. This Agreement shall be binding upon<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ut of the activities specifically envisaged by the PROJECT and contained in the contract mentioned in the Premises, in such a way that their confidential nature is not compromised and no damage is caused in any other way. 4.3 The information and data of a confidential nature may not be copied or reproduced, in all or in part, unless this is explicitly required by the carrying out of PROJECT activities. 4.4 The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the financing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, compliant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 4.5 The information and data of a confidential nature may be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to other PROJECT partners and/or third parties appointed to carry out analyses on them. In this case too, the forwarding will take place in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 5. Responsible persons 5.1 Each Party shall appoint within its organization a person responsible for the treatment of confidential information and data, who shall have all persons in charge of carrying out PROJECT activities sign a declaration, whereby they take it upon themselves to comply with confidentiality obligations as described and regulated in the present AGREEMENT. 5.2 The persons responsible for the abovementioned confidential data treatment are: - for ACRONYM OF THE PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. 6. Security measures The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein 6.1 THE PARTIES commit to adopt all security measures as necessary to protect data and information of a confidential nature and guarantee that their confidentiality is not compromised in any way. 6.2 The treatment of all sensitive and personal data<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> shall be compliant to the relevant national legislation in place, particularly in relation to law…. 7. Intellectual property The present AGREEMENT does not grant either of THE PARTIES rights or authorization to claim a licence or any other right of use for patents, brands, models and/or industrial or intellectual property of any kind. 8. Duration Confidentiality obligations are intended to last from the signing of the present AGREEMENT up to five years after completion of the PROJECT, currently envisaged for March 16, 2015, except any further extensions of the validity period of this AGREEMENT to be agreed upon by THE PARTIES and before the aforementioned deadline. In case THE PARTIES decide to extend the validity period for a longer period of time or unlimitedly, confidentiality obligations are extended from the signing of the AGREEMENT for the entire duration as agreed upon, which shall be inserted in the AGREMENT. 9. Applicable law and settlement of controversies 9.1 The present AGREEMENT is regulated under …. …. Law. 9.2 In case of any controversy among THE PARTIES in relation to the execution and interpretation of the present AGREEMENT, which cannot be settled amicably, the competent court shall be the Court of …. ….. 10. Communications All communications between THE PARTIES shall be addressed to the following addresses: - for ACRONYM OF THE PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. (Place and date) ……………… SIGNATURE OF THE LEGAL REPRESENTATIVE ACRONYM OF THE PINE PROJECT PARTNER (Name and office) ……………………… SIGNATURE OF THE LEGAL REPRESENTATIVE COMPANY (Name and office) ……………………… The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Supplier Non-Disclosure Agreement This Nondisclosure Agreement (“Agreement”) is made and entered into as of this day of 20 (“Effective Date”) by and between Sanmina Corporation a Delaware corporation having a principal place of business at 2700 N. First Street, San Jose, California 95134 and its subsidiaries and affiliates (collectively “Sanmina”) and a company/corporation (“Recipient”) having a principal place of business at . 1. Purpose of Disclosure. The purpose of this Agreement is to permit the parties to evaluate whether to enter into a business relationship and related projects (the “Purpose”). In connection with such discussions, Sanmina may disclose Confidential Informa-tion (defined below) to Recipient. 2. Confidential Information Defined. “Confidential Information” shall mean and include (i) samples and prototypes, (ii) all information disclosed in any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Sanmina as “Confidential,” “Proprietary” or other appropriate legend indicating the confidential nature of the information or (b) would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, and any other business information relating to Sanmina, whether constituting a trade secret, propri<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>etary information or otherwise, which has value to Sanmina and is treated by Sanmina as being confidential. 3. Information That Is Not Confidential. Information in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b) information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Recipient; (c) information which the Recipient can show was in the Recipient’s possession before the date of disclosure under this Agreement; (d) information that the Recipient can show was acquired by the Recipient from a third party who was not known by the Recipient to be under an obligation of confidence to Sanmina; and (e) information which the Recipient can show was independently developed by the Recipient without reference to Sanmina’s Confidential Information. 4. Disclosure Period and Termination. This Agreement controls Confidential Information which is disclosed from the Effective Date until terminated. Recipient’s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. The parties agree that Confidential Information constituting a trade secret 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 any 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 cont<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> the confidentiality obligations herein shall terminate years following the date of termination of this Agreement. 9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns provided that Confidential Information may not be assigned without consent of the di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State/Territory as they apply to contracts entered into and wholly to be performed in the State/Territory of . The Federal and State courts within the State/Territory of shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. 10. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other partyʼs business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages. 11. Notices. All notices hereunder shall be sent to either party at the address and to the contact person specified below, or such other address or contact person as the respective party may specify from time to time in accordance with the provisions of this Agreement. IN WITNESS WHEREOF, each of the parties has signed this Non-disclosure Agreement as of the date first above written. Company: Signature: Name: Title: Address: Third Party Company: Signature: Name: Title: Address: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>vailable, will be accorded such Evaluation Material. 6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its pos<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> THE CONFIDENTIAL INFORMATION 7.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to the Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material. 7.2 As an alternative to the return of the material contemplated in clause 7.1, the Receiving Party shall, at the instance of the Disclosing Party, destroy such material and furnish the Disclosing Party with a written statement from authorised officers to the effect that all such material has been destroyed. 7.3 The Receiving Party shall comply with a request in terms of this clause, within 14 (fourteen) calendar days of receipt of such a request. 8 EXCLUDED CONFIDENTIAL INFORMATION The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Confidential Information that – 8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances; 8.5 is disclosed to a third party pursuant to the prior written authorisation of the Disclosing Party; and 8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement. 9 TERM This Agreement and the undertakings contained herein shall commence upon the Signature Date and shall continue for a period of 2 (two) years thereafter. 10 CO-OPERATION The Parties undertake at all times to co-operate with each other in good faith in order to carry out this Agreement and to implement all transactions and steps contemplated herein.<|eot_id|> |
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