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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|>a protective order or other appropriate remedy at the Company’s expense. In the event that such protective order or other remedy is not timely obtained, or the Company waives compliance with the provisions of this Agreement, Potential Purchaser, its Affiliated Entities, and/or its Representatives may furnish and disclose any or all of the Evaluation Materials. Notwithstanding the foregoing, notice to the Company shall not be required where disclosure is in connection with a routine audit or examination by, or a blanket document request from, a governmental or regulatory authority having or claiming to have authority to regulate or oversee Potential Purchaser’s business, provided that Potential Purchaser informs such governmental or regulatory authority of the confidential nature of the Evaluation Materials. 5. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Company preclude any other or further exercise thereof or the exercise of any right, power and privilege hereunder. It is further understood and agreed that money damages alone may not constitute a sufficient remedy for any breach of this Agreement by Potential Purchaser or its Representatives, and that the Company shall be entitled to seek specific performance and injunctive relief, as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies available to the Company for a breach of this Agreement by Potential Purchaser or its Representatives, but shall be in addition to all other remedies available to the Company at law or in equity. 6. Potential Purchaser shall destroy or return the Evaluation Materials to the Company (at Potential Purchaser’s option) and direct its Representatives to do the same upon the Company’s written request. If Potential Purchaser elects to destroy, Potential Purchaser shall destroy those portions of any projections, appraisals, memoranda, notes, analyses, compilations, studies and other documents, including copies or extracts thereof, that contain Evaluation Materials, prepared by Potential Purchaser and direct its Representatives to do the same, provided in each instance, the same is reasonably possible without destroying or affecting Potential Purchaser, it’s Affiliated Entities’, or its Representatives’ computer programs, server, software, or the like. Notwithstanding anything herein to the contrary, Potential Purchaser, its Affiliated Entities, and its Representatives may retain one or more copies of the Evaluation Materials for the purpose of defending any claim related to this Agreement or any transaction related hereto, or as may be required in accordance with Potential Purchaser’s, its Affiliated Entities, or its Representatives’ respective legal, compliance, computer programs, server, software, and/or automated backup archiving practices. 7. Potential Purchaser understands that the Company will endeavor to include in the Evaluation Materials information known to the Company which the Company believes to be relevant for the purpose of Potential Purcha<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ser’s evaluation of the Proposed Transaction. Potential Purchaser further understands and acknowledges that the Company does not make any representations or warranties as to the accuracy or completeness of the Evaluation Materials or any portion thereof. Potential Purchaser agrees that neither the Company nor its agents shall have any liability to Potential Purchaser or any of its Representatives resulting from the use of the Evaluation Materials by Potential Purchaser or its Representatives by virtue of this Agreement. 8. Unless and until a definitive binding agreement is entered into between the Company and Potential Purchaser (or any of its affiliates) with respect to the Proposed Transaction, none of the parties hereto will be under any legal obligation of any kind whatsoever to consummate, or otherwise with respect to, any Proposed Transaction by virtue of this Agreement or any other written or oral expression, except with respect to the matters specifically agreed to herein. Except for the matters set forth in this Agreement or in any such definitive binding agreement, neither party hereto shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct. 9. This Agreement shall be binding upon and inure to the benefit of the parties he<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>racts or other reproductions in whole or in part regarding the Confidential Information. The delivery of such material shall not relieve Recipient of its obligation of confidentiality or other obligations hereunder. 5 Nothing in this agreement shall be construed as granting Recipient any rights of any kinds in the Confidential Information, by license or otherwise. 6 This agreement shall be governed by the laws of Belgium. All disputes or differences arising in connection with this agreement which cannot be settled amicably shall be finally settled by arbitration in Brussels under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators to be appointed under the terms of those rules. In any arbitration in which there are three arbitrators, the chairman shall be of juridical education. It shall be conducted in English. The award of the arbitration will be final and binding upon the parties concerned. The parties concerned may instead elect to resolve by mediation a dispute or difference arising in connection with this agreement which cannot be settled amicably. 7 Any Disclosing Party may act individually in relation to the Recipient under this Non Disclosure Agreement. 8 This agreement shall come into force after signature of both parties hereto on the Effective Date and shall expire on February 28, 2009. The obligations pursuant to Article 2 shall remain valid for the Recipient even after the end of this agreement for a period of five (5) years thereafter. IN WITNESS WHEREOF, the parties hereto have executed this agreement Forschungszentrum Karlsruhe G<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mbH Heinz-Jürgen FABER Oliver WITTEK Central Legal and Insurance Department Mr./Mrs. … The employer of Mr./Mrs. … hereby confirms that he has taken note of this Non Disclosure Agreement and acknowledges that Confidential Information disclosed to Mr./Mrs. … shall not be used for any internal purposes. [Company Name] <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ving Party agrees that it will not, without the prior written consent of the Disclosing Party, disclose or use for its own benefit, or that of any third party, any Confidential Information. 3. Permitted Disclosures. Notwithstanding Section 2, Receiving Party shall be permitted to: (a) disclose Confidential Information to its officers, employees and counsel, but only to the extent reasonably necessary in order for such party to prepare, conduct and execute and deliver definitive documents for the Transaction; provided that Receiving Party shall take all such action as shall be necessary or desirable in order to ensure that each of such persons maintains the confidentiality of any Confidential Information that is so disclosed; and (b) disclose Confidential Information to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the Receiving Party shall notify the Disclosing Party of the same, and the Disclosing Party shall have the right to participate with the Receiving Party in determining the amount and type of Confidential Information of the Disclosing Party, if any, which must be disclosed in order to comply with applicable law, including, without limitation, state and federal securities laws<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and regulations. 4. Return of Confidential Information. If activity in respect of the Transaction shall cease without the Transaction being consummated, then, promptly after the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information which is in tangible form and which is then in its possession (or in the possession of any of its officers, directors or employees). 5. Term. This Agreement shall continue indefinitely. 6. Equitable Relief. The Receiving Party acknowledges and agrees that the Disclosing Party and GreenWay would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the Receiving Party in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the Disclosing Party or GreenWay shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Receiving Party and shall have the right to specifically enforce this Agreement and the terms and provisions hereof against the Receiving Party in addition to any other remedy to which the Disclosing Party or GreenWay may be entitled in law or equity. 7. Governing Law. This Agreement shall be a contract under the State of Minnesota and for all purposes shall be governed by and construed and enforced in accordance with the laws of Minnesota, excluding any choice of law provisions. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. 9. No Assignment or Delegation. Any assignment, delega<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>onfidential Information shall be and remain the property of the Disclosing Party and will be returned to the Disclosing Party immediately, upon written request, or destroyed, at the Disclosing Party’s option. That portion of the Disclosing Party’s Confidential Information which consists of analyses, compilations, studies or other documents or records prepared by the Recipient, or its representatives, shall be held by the Recipient and kept confidential and subject to the terms of this Agreement, or shall be destroyed. 6.0 In the event that the Recipient is requested to disclose all or any part of the Confidential Information received hereunder, the Recipient agrees to immediately notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request. If any court or regulatory order or other service of legal process or open records statute requires the Recipient to disclose information covered by its confidentiality obligation, then such party will provide the Disclosing Party with prompt notice of any such order or process so that the Disclosing Party may attempt to prevent such order of disclosure, and the parties shall also work together to ensure that any such required disclosure is carried out pursuant to a protective order (or other similar protection) to prevent further disclosure of the Confidential Information. 7.0 Vendor shall not make use of this Agreement, or the University’s name or that of any member of the University’s staff, for publicity or advertising purposes without prior written approval of the University. 8.0 The confi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dentiality requirements of this Agreement shall continue to apply even if Vendor is not selected by the University to perform the Project. 9.0 The parties agree that irreparable harm may result if Vendor fails to abide by the confidentiality requirements set forth in the agreement. In the event of a breach by Vendor of the confidentiality requirements of this Agreement, the University shall have the right to seek injunctive and/or other preliminary or equitable relief, without having to prove actual damages or to post a bond. Such relief shall be in addition to any other remedies and damages available to the University. 10.0 This Agreement and any performance hereunder shall be interpreted in accordance with and shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof. 11.0 This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the confidential nature of materials exchanged as part of assessing, discussing or otherwise exploring the Project and supersedes all previous communications, both oral and written, representations and understandings between the parties with respect to the subject matter of this Agreement. If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect. 12.0 No amendment, modification, and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become a binding agreement when one or more of the counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date first above written. University of Dayton Vendor: Printed Name: Printed Name: Title: Title: Date: Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT between AFRIGIS (PTY) LTD Registration Number: 1997/006716/07 (“AfriGIS”) and CLIENT NAME Registration number: (“Client”) Collectively referred to as “the Parties” TABLE OF CONTENTS 1 INTERPRETATION ............................................................................................ 3 2 INTRODUCTION ................................................................................................ 5 3 DISCLOSURE OF CONFIDENTIAL INFORMATION ......................................... 6 4 TITLE ................................................................................................................. 7 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION ................................................................................................ 7 6 STANDARD OF CARE ...................................................................................... 7 7 RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION ..................................................................... 7 8 EXCLUDED CONFIDENTIAL INFORMATION .................................................. 8 9 TERM ................................................................................................................. 9 10 CO-OPERATION ............................................................................................... 9 11 WARRANTIES BY PARTIES ............................................................................. 9 12 BREACH ............................................................................................................ 9 13 DISPUTES ......................................................................................................... 9 14 STIPULATIO ALTERI ...................................................................................... 10 15 NON-SOLICITATION ....................................................................................... 10 16 NOTICES AND DOMICILIUM .......................................................................... 11 17 APPLICABLE LAW AND JURISDICTION ....................................................... 12 18 SEVERABILITY ............................................................................................... 12 19 COUNTERPARTS AND ELECTRONIC SIGNATURE ..................................... 12 20 COSTS............................................................................................................. 13 21 GENERAL ...........................................<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>............................................................ 13 1 INTERPRETATION 1.1 The head notes to the clauses of this Agreement are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. 1.2 Unless inconsistent with the context, the following words and expressions shall have the following meanings and cognate expressions shall bear corresponding meanings – 1.2.1 “Agreement” means this agreement and all amendments thereof; 1.2.2 “Confidential Information” means any confidential information, documentation or data of whatever nature relating to a Party or its subsidiaries which may have been or which may be obtained by or disclosed to the other Party during the course of its relationship with such Party, whether in writing, in electronic form or pursuant to discussions, including without limitation: trade secrets, know-how, marketing and advertising strategies, strategic objectives, planning or ideas, research, business activities, business relationships, products or proposed products, proposals, pricing details, strategies, customer and client details, schematics, software, computer programmes and technology, operating procedures and methodologies, designs, drawings, functional and technical requirements and specifications and any other technical, business, financial or market information or any other information which may reasonably be regarded as being confidential and of a proprietary nature to such Party or any of its subsidiaries or holding companies and; 1.2.3 “Disclosing Party” means the Party disclosing Confidential Information; 1.2.4 “AfriGIS” means AfriGIS (Pty) Ltd (Registration Number: 1997/006716/07), a company incorporated in terms of the laws of South Africa. 1.2.5 “Parties” means the signatories to this Agreement and “Party” shall, as the context requires, be a reference to any one of them; 1.2.6 “Receiving Party” means the Party receiving Confidential Information; 1.2.7 “Signature Date” means the date of signature of this Agreement by the Party signing last in time; and 1.2.8 “Client” means Client Name, a company incorporated in terms of the laws of South Africa which provides ……………….. 1.2.9 Unless inconsistent with the context, an expression which denotes – 1.2.10 any one gender includes the other gender; 1.2.11 a natural person includes a juristic person, partnership, trust or any association of persons and vice versa; 1.2.12 the singular includes the plural and vice versa. 1.3 If any provision appearing in a definition or elsewhere in this Agreement is a substantive provision conferring rights or imposing obligations on either Party, effect shall be given to it as if it were a substantive provision of this Agreement notwithstanding that it does not appear in the body of the Agreement. 1.4 Defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning, and shall, unless the context otherwise requires, include the terms as defined. Terms, acronyms and phrases not defined in this Agreement and known in an industry will be interpreted in accordance with their generally accepted meanings in such in<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”) is made and entered into as of the day of , 201 (“Effective Date”), by and between the University of Dayton, having a principal place of business at 300 College Park Drive, Dayton, OH 45469 (the “University”), and (the “Vendor”). For purposes of this Agreement, the University and Vendor are collectively referred to as “parties,” and each individually as a “party.” WHEREAS, the University is exploring, with multiple service providers, the possibility of entering into a long-term collaborative relationship where the selected service provider would assume portions of the University’s business services and/or functions of its Facilities Management organization (the “Project”); WHEREAS, Vendor desires that the University consider selecting it as a service provider for the Project; WHEREAS, the parties desire the ability to explore fully a potential relationship between them for the Project, but in so doing, both parties desire to keep confidential the details of their discussions as well as information they have shared and will share with each other in furtherance of assessing the Project; WHEREAS, the University desires that the mere fact of the Project’s existence be kept strictly confidential unless and until the University decides to make that fact public (in which case such publicity shall be managed by the University); and WHEREAS, this Agreement sets forth<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the terms and restrictions that will apply to confidential and/or proprietary information exchanged by and between the parties. NOW, THEREFORE, the parties hereto agree as follows: 1.0 For purposes of this Agreement, “Disclosing Party” can mean either the University or Vendor, and “Recipient” can mean either the University or Vendor. 2.0 For purposes of this Agreement, “Confidential Information” means any information of a confidential and/or proprietary nature first disclosed to the Recipient by the Disclosing Party in connection with discussions between the parties regarding the Project on, before or after the Effective Date, which information is either: (a) in documents or other tangible materials clearly marked CONFIDENTIAL or the like at the time of disclosure or otherwise communicated to be confidential; or (b) provided orally or in any other intangible form, if at the time of first disclosure the Disclosing Party tells the Recipient that the information is confidentially; or (c) although not marked “CONFIDENTIAL” or v<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT I, , an individual official, employee, consultant, or subcontractor of or to (the Authorized Entity), intending to be legally bound, hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain information, specified below, that is owned by, produced by, or in the possession of the United States Government. (Signer will acknowledge the category or categories of information that he or she may have access to, and the signer’s willingness to comply with the standards for protection by placing his or her initials in front of the applicable category or categories.) Initials: Protected Critical Infrastructure Information (PCII) I attest that I am familiar with, and I will comply with all requirements of the PCII program set out in the Critical Infrastructure Information Act of 2002 (CII Act) (Title II, Subtitle B, of the Homeland Security Act of 2002, Public Law 107-296, 196 Stat. 2135, 6 USC 101 et seq.), as amended, the implementing regulations thereto (6 CFR Part 29), as amended, and the applicable PCII Procedures Manual, as amended, and with any such requirements that may be officially communicated to me by the PCII Program Manager or the PCII Program Manager’s designee. Initials: Sensitive Security Information (SSI) I attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of SSI information as cited in this Agreement and in accordance with 49 CFR Part 1520, “Protection of Sensitive Security Information,” “Policies and Procedures for Safeguarding and Control of SSI,” as amended, and any supplementary guidance issued by an authorized official of the Department of Homeland Security. Initials: Other Sensitive but Unclassified (SBU) As used in this Agreement, sensitive but unclassified information is an over-arching term that covers any information, not otherwise indicated above, which the loss of, misuse of, or unauthorized access to or modification of could adversely affect the national interest or the conduct of Federal programs, or the privacy to which individuals are entitled under Section 552a of Title 5, as amended, but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. This includes information categorized by DHS or other government agencies as: For Official Use Only (FOUO); Official Use Only (OUO); Sensitive Homeland Security Information (SHSI); Limited Official Use (LOU); Law Enforcement Sensitive (LES); Safeguarding Information (SGI); Unclassified Controlled Nuclear Information (UCNI); and any other identifier used by other government agencies to categorize information as sensitive but unclassified. I attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of the information to which I am granted access as cited in this Agreement and in accordance with the guidance provided to me relative to the specific category of information. I understand and agree to the following terms and conditions of my access to the information indicated above: 1. I hereby acknowledge that I have received a security indoctrination concerning the nature and protection of information to which I have been provided 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 ac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cess 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 relating to any acquisition, purchase or option to purchase an equity interest in Zulu, or any merger, consolidation or business combination with Zulu or the sale of substantially all of the assets of Zulu. In the event Zulu receives any solicitation, proposal or offer with regard to the foregoing, Zulu shall provide written notice to Swansi within two business days of its receipt by Zulu or its principals. ARTICLE 3 NON-CIRCUMVENTION Suppliers and Customers 3.1 The parties hereto agree that they shall not solicit business from any supplier, customer, client or contact of any other party hereto for the purpose of circumventing the relationship between such party and such supplier, customer, client and/or competing with such party during the Term of this Agreement without prior written consent. Material Inducement 3.2 Each party hereto acknowledges and agrees that the other parties hereto have a material interest in preserving the relationships they have developed with their customers and employees against impairment by competitive activities of other persons and entities. Accordingly, each party agrees that the restrictions and covenants contained in this Agreement are of the essence of this Agreement and constitute a material inducement by the each party to the other to disclose the Confidential Information. ARTICLE 4 INJUNCTION The parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement and that in addition to other remedies, each offended party shall be entitled to specific performance and injunctive or other equitable relief, and in such circumstances the offending party agrees to waive posting of a bond to secure any such equitable relief hereunder. ARTICLE 5 DEFINITIVE AGREEMENTS; DISCLOSURE The parties hereto will use their best efforts to enter into a definitive acquisition agreement and any other documents that ma<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y be necessary in order to consummate the Acquisition by October 31, 2007. If a definitive agreement has not been entered into by such date, then this Agreement will have no f<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> existing and potential financiers and investors, trade lists, processes, techniques, ideas, improvements, innovations, know-how, research and development, calculations, opinions, and documents, and any information provided to the Receiver, the Company or any of their Representatives by third parties under circumstances in which the Receiver, the Company or any of their respective Representatives has an obligation to protect the confidentiality of such information, including all information received by the Receiver and/or the Receiver's Representatives (on behalf of the Company) or the Company in connection with the Company, the Assets, or its business and disclosed and communicated to, or gathered by, the Recipient or any of the Recipient's Representatives; (ii) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing same (“Notes”); (iii) the existence and terms of this Agreement and any other agreements related to a possible Transaction; (iv) the fact that information has been disclosed or made available to the Recipient or the Recipient's Representatives; and (v) the fact that discussions or negotiations are or may be taking place with respect to a possible Transaction, the proposed terms of any such Transaction and the status of any discussions or negotiations under this Agreement or in connection with any possible Transaction; "Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or (vii) is at the time of disclosure known to the Recipient or thereafter becomes generally available to the public, other than as a result of a disclosure by the Recipient or any of the Recipient's Representatives in breach of this Agreement. The foregoing exclusions do not apply to Confidential Information that is personal information. (c) "Definitive Agreement" means a binding definitive written agreement to consummate a Transaction; (d) "party" means a party to this Agreement and "parties" means all parties to this Agreement; (e) "Permitted Purpose" shall have the meaning set out in Recital C; (f) "Person" is to be broadly interpreted to include any individual, corporation, company, partnership or limited partnership, limited liability company, trust or other group or entity or organization (including any court, government or agency, commission, board or authority thereof, federal, state or local, domestic, foreign or multinational); (g) "Representatives" means, in respect of a party, such party’s agents, directors, officers, employees, representatives, consultants and advisers (including legal counsel); and (h) "Transaction" shall have the meaning set out in Recital B. 2. As a condition to receiving the Confidential Information, the Recipient agrees to treat confidentially, and not to disclose, and to cause the Recipient’s Representatives to treat confidentially and not disclose (except as permitted herein), any Confidential Information. 3. The Recipient hereby recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Company, if any of the Confidential Information is disclosed to any third party. Accordingly, the Recipient hereby agrees that the Confidential Information will be used solely for the Permitted Purpose<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and not any other purpose. 4. The Recipient may disclose Confidential Information only to the limited group of the Recipient's Representatives, who are actually engaged in and need to know the Confidential Information for the Permitted Purpose, who have been informed of the confidential nature of the Confidential Information, and who agree to keep such information confidential and not use such Confidential Information for any purpose other than the Permitted Purpose. The Recipient shall ensure that each of the Recipient's Representatives will observe all terms and conditions of this Agreement. The Recipient further agrees that it shall be responsible for any breach of this Agreement by any of the Recipient's Representatives, and that the Recipient shall take all reasonable measures, including, without limitation, court proceedings, at the Recipient’s sole expense, to restrain the Recipient’s Representatives from making unauthorized disclosure or use of the Confidential Information. 5. The Confidential Information shall remain at all times the property of the Company. No rights to use, license, or otherwise exploit the Confidential Information are granted to the Recipient, by implication or otherwise, by virtue of Confidential Information being made available to the Recipient or any of the Recipient’s Representatives. 6. The Recipient acknowledges and agrees that the Company would not have an adequate remedy at law and would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information or in the event that any of the provisions of this Agreement were not performed by the Recipient and the Recipient’s Representatives in accordance with their specific terms or were otherwise breached by the Recipient or any of the Recipient's Representatives. Without prejudice to the rights and remedies otherwise available to the Receiver, the Recipient agrees that the Receiver shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by the Recipient or the Recipient's Representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to the Receiver or the Company. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that the Recipient or any of the Recipient's Representatives have breached this Agreement, then the Recipient shall be liable and pay to the Receiver the reasonable costs and expenses (including attorney's fees on a full indemnity solicitor and his own client basis) incurred by the Receiver in connection with such litiga<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>uired to be disclosed by any governmental agency or otherwise required to be disclosed by law, it may be so disclosed without violation of this Agreement, but only to the extent required; provided however that before making such disclosure, Recipient shall give Disclosing Party reasonable prior written notice of such required disclosure so that Disclosing Party has an opportunity to interpose an objection and/or take action to ensure confidential handling of such information. 4. Return of Information. All Confidential Information disclosed under this Agreement (including without limitation information in computer software or held in electronic storage media) shall be and remain in the property of Disclosing Party. All such information in tangible form shall be returned to Disclosing Party promptly upon written request by Disclosing Party or the termination or expiration of this Agreement, whichever occurs first, and shall not thereafter be retained in any form by Recipient. In lieu of return, such information may be destroyed by the Recipient provided any such destruction shall be certified in writing to the Disclosing Party by one of Recipient’s duly authorized officers. No intellectual property rights, including but not limited to, licenses or rights under any patent, copyright, trademark or trade secret, are granted or are to be implied by this Agreement. Neither Party is obligated under this Agreement to purchase from or provide to the other Party any service or product or enter into any agreement. 5. Duration of Confidentiality. The Recipient shall maintain in confidence and shall not disclose to any person not a party hereto, unless permitted to do so under Section 2, or use or exploit in any way, without the Disclosing Party’s written agreement, any Confidential Information for a period of five (5) years from the date of disclosure of such information, unless such information ceases to be Confidential Information prior to the end of such five-year period through no fault of Recipient, or Recipient and Disclosing Party enter into a written agreement authorizing same. 6. No Warranty. Disclosing Party makes no representation or warranty to Recipient as to the accuracy or completeness of any Confidential Information provided by it and shall not have any liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement. Disclosing Party shall not have any liability to Recipient relating to or resulting from the use of Confidential Information by Recipient or any decisions made by Recipient relating to or resulting from the use of any Confidential Information. 7. No Relationship. This Agreement is intended to provide only for the handling and protection of Confidential Information. It shall not be construed as a teaming, joint venture, partnership or other similar arrangement. 8. Injunctive Relief. The Parties acknowledge that the Confidential Information is a unique and valuable asset of Disclosi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng Party, and that disclosure in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an Non-disclosure Agreement – v. 1.0 adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality and/or of this agreement, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach or to specific performance or other equitable relief as a remedy available to Disclosing Party. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 9. No Assignment. Neither Party shall assign any of its rights or obligations hereunder, without the prior written consent of the other Party. Any attempted assignment in violation of this section will be void and of no effect. 10. Entire Agreement. This Agreement (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior agreements, understanding or discussions with respect to the subject matter hereof; and (b) may not be amended or in any manner modified except by a non-electronic written instrument signed by authorized representatives of both Parties. 11. Choice of Law and Venue. This Agreement and any actions under it shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be heard in the Court of Common Pleas of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum. 12. Export Control. Each Party agrees that it will not directly or indirectly transmit, by way of trans-shipment, export, diversion or otherwise, any Confidential Information of the other Party except in accordance with any and all applicable United States export control laws and regulations. As an institution of higher learning, Carnegie Mellon generally performs fundamental research that is exempt from export control licensing under applicable export control laws. As a result, Carnegie Mellon typically does not wish to take receipt of export-controlled information, except as may be specifically agreed to by Carnegie Mellon and for which Carnegie Mellon has made specific arrangements. agrees that it will not provide or make accessible to Carnegie Mellon any export-controlled Confidential Information without first informing the Carnegie Mellon’s Office of Sponsored Programs of the export-controlled nature of the Confidential Information and obtaining from Carnegie Mellon’s Office of Sponsored Programs its written consent to accept such information as well as any spec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> furtherance of a potential business relationship are governed by Federal Rule of Evidence 408. 4. Compelled Disclosure of Confidential Information. Notwithstanding <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. 5. Term. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely. 6. Remedies. Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from 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 injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees an<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ed 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 Entity shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> restraining such violation or attempted violation of such covenants and agreements by Samples, or the employees, partners or agents of Samples, as well as recover from Samples any and all costs and expenses sustained or incurred by the Acquiror Companies and the Target Company and the Related Entities in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. Samples agrees that no bond or other security shall be required in connection with such injunction. Samples further agrees that the Restricted Period shall be tolled during any period of violation thereof by Samples. Any exercise by any one or more of the Acquiror Companies and the Target Company and the Related Entities of their respective rights pursuant to this Section 3 shall be cumulative and in addition to any other remedies to each of them may be entitled. 4. Intellectual Property. Samples recognizes and agrees that, on and after the date hereof, he will not have the right to use for his own account any of the service marks, trademarks, trade names, licenses, labels, trade secrets or customers' lists owned by or licensed to the Acquiror Companies, the Target Company or any of the Related Entities. 5. Consideration. As consideration for Samples' agreements provided herein, the Acquiror agrees to pay to Samples the total sum of $500,000, which amount shall be payable by wire transfer of immediately available funds on the date hereof. Samples also acknowledges and agrees that, in addition thereto, he has received substantial consideration and benefit, direct and indirect, pursuant to the Merger and the other transactions contemplated by the Merger Agreement. 6. Validity. Samples acknowledges and agrees that each of the covenants contained herein is a reasonable limitation as to time, geographical area and scope of activity to be restrained and does not impose a greater restraint than is necessary to protect the goodwill or other interests of the Acquiror Companies and the Target Company and the Related Entities. To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as to time, geographical area or scope of activity to be restrained, then the court so holding shall <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT ("Agreement"), dated as of October 3, 2006 (the "Effective Date"), by and between THE LAMCO GROUP, INC. ("Lamco") and Nicholas J. Lamoriello ("Lamoriello" and collectively with Lamco, the "Seller") and National Investment Managers Inc., a Florida corporation ("NIM"). RECITALS A. Pursuant to that certain Stock Purchase Agreement, dated as of October 3, 2006, by and among NIM and Seller, Lamoriello & Co., Inc., a corporation organized under the laws of Rhode Island ("LCI"), Circle Pension, Inc., a corporation organized under the laws of New York ("CPI"), and Southeast Pension Services, Inc., a corporation organized under the laws of Florida ("SPSI," and together with LCI and CPI, the "Companies") (the "Purchase Agreement"), the Companies are being acquired by NIM. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. B. Lamco has been a principal shareholder and Lamoriello has been an officer, director and employee of Companies for many years and have developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith. C. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to NIM to enter into the Purchase Agreement and effect the purchase of the Companies and their respective businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the 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), Seller covenants and agrees that Seller will not, without NIM's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of NIM or its Affiliates): (A) Engage in the business of providing record-keeping and administrative services for retirement plans and sales of insurance products to clients of third party administrators (the "Restricted Business") anywhere in the Territory (as defined below), or be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual engaged in the Restricted Business anywhere in the geographical area within the United States (the "Territory"); (B) solicit or divert any Restricted Business or any customer receiving Restricted Business services from NIM or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so; (C) cause or seek to cause any person, firm or corporation to refrain<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> from dealing or doing business with NIM or its Affiliates with respect to Restricted Business or assist any person, firm, corporation or other entity in doing so; or (D) hire, solicit or divert from NIM or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or during the Restricted Period, been engaged by NIM 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, control<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>of Disclosing Party, use for Receiving Party's own benefit, publish, copy, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or electronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. 5. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 6. Non-Circumvention. The Receiving Party expressly agrees not to circumvent, avoid, bypass or obviate the Disclosing Party in any manner, directly or indirectly, to avoid payment of fees, royalties, or any other obligation in any way involving any of the parties introduced and Confidential Information disclosed pursuant to this Agreement, or any transaction contemplated hereunder or other business arrangement arising out of or connected in any way to the Confidential Information. 7. Return of Confidential Information. Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the evaluation of entering into the transaction or other business arrangement or upon the specific request of the Disclosing Party. 8. Independent Contractors. Each party is an independent contractor with respect to the other, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, franchisee-franchisor, partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized herein. 9. Integration. The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties concerning subject matter hereof and this Agreement supersedes all previous communicati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ons, proposals, representations and agreements, whether oral or written, relating thereto, among these parties. This Agreement may not be amended except in a writing signed by both Parties. 10. Severability. Should any provisions at this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and shall continue to be in effect. 11. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 12. Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative. We Rock the Spectrum Kid’s Gym, Disclosing Party Receiving Party By: By: Dina L. Kimmel - President/CEO 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|>ation, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and in carrying out such relationship. The disclosing party warrants that it has the right to disclose its Confidential Information to the receiving party. Otherwise, all information is provided “as is” and without any warranty, express, implied or otherwise, regarding its accuracy or performance. 7. Independent Development. Each disclosing party understands that the receiving party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing partyʼs Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that compete with the products or systems contemplated by the disclosing partyʼs Confidential Information. 8. Term. This Agreement may be terminated at all times with a 30 daysʼ prior written notice provided, however, that 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 disclosing 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-disclosu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>re 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|>Exhibit 99.8 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is made and entered into as of October 17, 2016 by and between Fairfax Financial Holdings Limited, a Canadian corporation (“Fairfax”), and Allied World Assurance Company Holdings, AG, a Swi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ss company (“Allied World”). WHEREAS, in order to evaluate a possible business combination or similar transaction (the “Possible Transaction”) between Fairfax (or one of its affiliates) and Allied World, each of Fairfax and Allied World may disclose and deliver to the other party (such first party, when disclosing such information, being the “Disclosing Party” and such other party, when receiving such information, being the “Receiving Party”) certain information about the Disclosing Party and/or its subsidiaries for the sole purpose of enabling the Receiving Party to evaluate, negotiate and consummate the Possible Transaction; and WHEREAS, as a condition to pursuing these discussions and exchanging information, the parties wish to enter into this Agreement to restrict the use and disclosure of such discussions and information and to provide for certain other matters; NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Fairfax and Allied World mutually agree as follows: 1. Non-Disclosure Agreement. (a) All information that is furnished directly or indirectly by the Disclosing Party or any of its Representatives (as defined below), whether or not marked as confidential and whether furnished before or after the date hereof, whether in oral, written or electronic form, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by the Receiving Party or any of its Representatives that contain, references to or are based upon, in whole or in part, any information so furnished to the Receiving Party or any of its Representatives pursuant hereto (such notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials are referred to herein as “Derivative Materials”), is referred to herein as “Proprietary Information”. Proprietary Information does not include, however, information that (i) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, which source the Receiving Party does not know, after reasonable inquiry, to be in violation of any legal duty or obligation owed to the Disclosing Party or any of its Representatives with respect to such information, (ii) was or becomes generally available to the public (other than as a result of a breach by the Receiving Party or its Representatives of this Agreement or a violation by the Receiving Party or its Representatives of any other non-use or confidentiality obligation), (iii) was previously in the possession of the Receiving Party, or (iv) was independently developed by the Receiving Party or any of its Representatives without reference to the Proprietary Information. The term “Representative” means, as to any person, such person’s affiliates, officers, directors, general partners, members, employees, consultants, investment bankers, financial advisors, accountants, legal counsel, consultants and potential lenders. The term “affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under Securities Exchange Act of 1934, as amended (the “Exchange Act”). (b) Except as otherwise permitted under this Agreement or as required by applicable law, regulation, stock exchange rule or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (“Legally Required”), (a) the Receiving Party shall, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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 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, retur<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n 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. Dis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into by and between located at , (the "Disclosing Party") and located at , (the "Receiving Party") on day of , for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information"). 1. Confidential Information For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constitutes Confidential Information. 2. Exclusions from Confidential Information Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Obligations of Receiving Party 3.1 Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. 3.2 Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. 3.3 Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. 3.4 Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. 4. Time Periods The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 5. No Warranty All Confidential Information is provided by Disclosing Party “AS IS” and without any warranty, express, im<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_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 exchange of information the Contract Partners agree as follows: The Contract Partners undertake to keep the Information in accordance with the detailed provisions of this contract as disclosed by the other Contract Partner secure and take the necessary precautions to ensure that third parties have no access to the Information and that the Information is not disclosed to third parties. 1. The Contract Partner receiving the Information („Recipient “) will not disclose the Information received to third parties or use the Information for own business purposes for any other purpose except the Purpose of Exchange, without first obtaining the written agreement of the Discloser. This applies explicitly also to the use of Information for the purpose of registering patents, brands, and other intellectual property. The Recipient will ensure that the Information is only disclosed to those employees who need to know the same for the Purpose of Exchange and who explicitly know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clauses 1 and 2. The Discloser may request from the Recipient a non-disclosure obligation of the employee at any time. 2. The aforementioned non-disclosure obligation and restriction of use laid down herein does not extend to such information which is state of the art in the public domain and to which the Recipient has access without breach of law, and also not to such information to which the Recipient already had access without breach of law before the Information was disclosed to him by the Discloser, and finally not to such information which the Recipient was eligible to obtain from a third party. The Recipient bears the burden of proof. Nothing in this non-disclosure agreement will prevent the Recipient from making any disclosure of the Information required by law or by any competent authority. In such case the Recipient undertakes to inform the Discloser without delay of his obligation to disclose, will cooperate upon request of the Discloser and at own expenses on the defense against the obligation to disclose and will fulfil this obligation only to such extent as required by law. 3. Upon request of the Discloser the Recipient will return all Information including all copies and records or delete electronically stored data – also in the framework of a back-up, provided this does not involve disproportionate expenditure, whereby the Discloser shall be provided proof of the deletion. 4. There is mutual consent that this agreement cannot be interpreted in such a way that the Contract Partners grant each other a license for imparted know-how, inventions, and patents, or undertake to grant each other a license, grant other rights to intellectual property in connection with the Information. This agreement does not bind the Contract Partners in any service-, works-, broker-, joint venture- or company agreement. 5. This Discloser shall not be liable for damage of any kind arising from the transfer or use of the Information; in particular, the Discloser is not responsible for the Information injuring the rights of third parties. The Discloser is not responsible for the completeness, correctness, or usability of the Information. 6. An assignment of the rights arising from this agreement is not permitted. There is mutual agreement, however, that the rights granted in this agreement are due to the customer of the Discloser within the framework of an agreement in favor of a third party. 7. This agreement is not a preliminary agreement and does not oblige eithe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r of the Contract Partners to enter into further contract negotiations or conclude a further-reaching contract. This agreement does not justify any further pre-contractual obligations. 8. The Contract Partners agree that there is no adequate legal protection against any injury arising from this agreement due to the special nature of the Information to be kept secret. Any injury to the non-disclosure obligation would lead to irreparable damage to the Discloser. The Recipient therefore undertakes to inform the Discloser without delay as soon as has gained such knowledge himself of any unpermitted disclosure or unpermitted use as laid down in this agreement of any Information. 9. This agreement comes into effect upon signing by both Contract Partners and applies to Information which has already been exchanged within the framework of the Purpose of Exchange. The agre<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>PRIMUS KNOWLEDGE SOLUTIONS, INC. Software Marketing and Distribution Agreement Schedule 1 Confidential Information Agreement Insert Current NDA Primus Contract ID: NDA PRIMUS KNOWLEDGE SOLUTIONS, INC. Bilateral Non-Disclosure Agreement This Bilateral Non-Disclosure Agreement ("Agreement") is made between Primus Knowledge Solutions, Inc. ("Primus"), 1601 Fifth Avenue, Suite 1900, Seattle, Washington 98101 (fax: (206) 292-1825), and the entity identified below, including the legal entity of which it is part (collectively, the "Company"). Company Name: Company Address: Fax No.: Primus and the Company (collectively referred to as the "Parties" and individually referred to as a "Party") have determined to establish terms governing the use and protection of "Confidential Information" (as defined below) that one Party (the "Owner") may disclose to the other Party (the "Recipient"). Therefore, for good and valuable consideration, the receipt and sufficiency of which they each acknowledge, the Parties each agree as specified in the Terms and Conditions below. EXECUTED as of the date set forth below Primus' signature (the "Effective Date"): Company Primus Knowledge Solutions, Inc. Signature: By: (Print name) Title: Its: Dated: Dated: Terms and Conditions Section 1. Definiti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ons. 1.1 "Confidential Information" means any and all information disclosed by Owner that is identified as "confidential" or "proprietary," either by legend on written or electronically stored material, or in advance if disclosed verbally. Confidential Information includes, without limitation, research and development, know-how, inventions, trade secrets, software, and market analysis, research, strategies, projections and forecasts. Confidential Information also includes, without limitation, information disclosed by Owner with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known. 1.1.1 Exceptions. Confidential Information does not include information which: (a) was publicly known at the time of Owner's communication thereof to Recipient, or which subsequently becomes publicly known 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|> manner, in accordance with such agreement and applicable Law. 2.4 Contractor shall: (i) maintain a strong control environment in day-to-day operations; (ii) document the processes and procedures for quality assurance and internal controls; (iii) develop and execute a process to ensure regular internal control self-assessments are performed with respect to the Services; and (iv) maintain an internal audit function sufficient to monitor the processes and systems used to provide the Services. 2.5 Contractor shall not, directly or indirectly, divulge, disclose or communicate any Personal Information it receives from National Grid to any Person, firm, or corporation, except with the written permission of National Grid. 2.6 All records pertaining to Personal Information received from National Grid, whether developed by National Grid or others, are and shall remain the property of National Grid. 2.7 In addition to the above requirements, Contractor shall adopt, implement and maintain security procedures sufficient to protect Personal Information from improper access, disclosure, use, or premature destruction. Such security procedures shall be reasonably acceptable to National Grid and in compliance with all applicable Laws as they are promulgated or amended. Contractor shall maintain or adopt a written information security program (“WISP”) or its equivalent consistent with the MA Security Regs and the RI Security Regs, and any other applicable Laws that govern the protection of Personal Information received from National Grid or maintained on behalf of National Grid. Contractor agrees to apply the standards and requirements of the MA Security Regs and RI Security Regs to all such Personal Information, regardless of the jurisdiction in which the subje<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ct of Personal Information resides. During the term of the Non-Disclosure Agreement and for a period of seven (7) years thereafter, Contractor shall maintain, and provide for National Grid’s review, at National Grid’s request, (a) Contractor’s WISP; and (b) other applicable security program documents, including summaries of its incident response policies, encryption standards and/or other computer security protection policies or procedures, that constitute compliance with applicable Laws. Contractor shall provide National Grid with notice of any amendments to its WISP and such policies or programs, and any new policies or programs related to information privacy and security as may be adopted by Contractor from time to time, within thirty (30) days after the adoption of any such amendment, policy or program or changes in applicable Law. 2.8 Contractor agrees to notify National Grid promptly, but in no event later than 24 hours, after discovery of a security vulnerability, including, but not limited to, an<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information; “Group” means any subsidiary, any holding company and any subsidiary of any holding company of either party; “Information” means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium; “Proposal” means the aggregation of Transnet’s Request for Information (RFI) and Request for Proposal (RFP). 2. Confidential Information 2.1 The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement. 2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal. 2.3 Notwithstanding clause 2.1, the Receiving Party may disclose Confidential Information: (i) To those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 2.2 provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or (ii) to the extent required by law or the rules of any applicable regulatory authority, subject to clause 2.4 below. 2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3 (ii) above, it shall promptly notify the Disclosing Party and co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement. 2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and if requested take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use. 2.6 All Confidential Information shall remain the property of the Disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights, over the Confidential Information whatsoever beyond those contained in this Agreement. 3. Records and return of Information 3.1 The Receiving Party agrees to ensure proper and secure storage of all Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement. 3.2 The Receiving Party shall keep a written record, to be supplied to the Disclosing Party upon request, of the Confidential Information provided and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof. 3.3 The Receiving Party shall, within seven days of receipt of a written demand from the Disclosing Party or of its ceasing to be interested in the Proposal: (i) Return all written Confidential Information (including all copies); and (ii) expunge or destroy any Confidential Information from any computer, word processor or other device whatsoever into which it was copied, read or programmed by the Receiving Party or on its behalf (including by any person to whom disclosure has been made as permitted under clause 2.3(i) above. The obligations in this clause 3.3 shall not apply to the extent that (but only for so long as) it is necessary to retain copies for the purpose of providing information to any regulatory authority in accordance with clause 2.3 (ii) above. 3.4 The Receiving Party shall on request supply a certificate signed by a director as to its full compliance with the requirements of clause 3.3 (ii) above. 4. Announcements 4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Proposal without the prior written consent of the other party. 4.2 Neither 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. 5. Duration The obligations of each party and its Agents under this Agreement shall [be continuing and shall survive the termination of any discussions or negotiations between the parties regarding the Proposal continue for a period of 5 (five) years. 6. Principal Each pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.2 NON-COMPETITION AND NONDISCLOSURE AGREEMENT This Non-Competition and Nondisclosure Agreement is entered into as of April 30, 2007 (the “Agreement Date”) among Accurel Systems International Corporation, a California corporation (the “Seller”), Implant Sciences Corporation, a Massachusetts corporation (the “Guarantor”) and Evans Analytical Group LLC, a Delaware limited liability company (the “Buyer”). WITNESSETH: WHEREAS, the Buyer, Seller and Guarantor have entered into an Asset Purchase Agreement, dated as of the Agreement Date, pursuant to which, among other things, the Buyer is acquiring substantially all of the assets of Seller (the “Purchase Agreement”); WHEREAS, in order to protect the value of the business of the Seller being acquired by the Buyer pursuant to the Purchase Agreement (the “Purchased Business”), Seller and Guarantor shall not compete with the Buyer and its respective Affiliates (as defined in the Purchase Agreement) in accordance with the terms and conditions hereof; and WHEREAS, the agreement of Seller and Guarantor not to compete with the Buyer and its Affiliates as provided herein is an integral part of the transactions contemplated by the Purchase Agreement, and without such agreements, Buyer would not have entered into the Purchase Agreement. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the payment of the purchase price under the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement; provided, however, that the following terms shall have the meanings set forth below irrespective of the meanings such terms may have in the Purchase Agreement: (a) "Confidential Information" means all information heretofore developed or used by the Seller or any of its Affiliates relating to the Restricted Business (as defined below) operations, employees, customers and clients of the Seller, including, but not limited to, customer and client lists, customer or client orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Restricted Business or any of the assets of the Seller, and all trademarks, copyrights and patents and applications therefor, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term "Confidential Information" also includes any other information heretofore or hereafter acquired by the Seller and deemed by it to be confidential. (b) The term "control", with respect to any person, means the power to direct the management and policies of s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uch person, directly or indirectly, by or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock ownership, agency or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. (c) The term "person" means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity, including a government or political subdivision or an agency or instrumentality thereof. (d) "Restricted Business" means the Business of the Seller, including all services performed by or on behalf of the Seller for its cu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 entered into by and between TRANSNET LIMITED Registration Number 1990/000900/06 (hereinafter referred to as “Transnet") and ………………………………………………...................…….. Registration Number (hereinafter referred to as the "Company") RFP / Agreement Number ………………………….. Commencement Date ………………………….….…. Expiry Date …………………………………..……….… Non-Disclosure Agreement TABLE OF CONTENTS 1 Interpretation ......................................................<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>........................................................................3 2 Confidential Information................................................................................................................4 3 Records and return of Information ..................................................................................................5 4 Announcements ...........................................................................................................................5 5 Duration .....................................................................................................................................5 6 Principal......................................................................................................................................5 7 Adequacy of damages...................................................................................................................5 8 Privacy and Data Protection ...........................................................................................................6 9 General.......................................................................................................................................6 THIS AGREEMENT is made at …………….……………….….…... on the ….. day of …..…………………………….….. 2009 BETWEEN: Transnet Limited (“Transnet”) (Registration No. 1990/000900/06) whose registered office is at 49th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001, and ……………………………………..……. (“the Company”) (Registration No ………………………) whose registered office is at ………………………………………………………………………………………………………………………………………………… ………………………………………………………………………………………………………………………………………………………………… WHEREAS Transnet and the Company wish to exchange Information (as defined below) and it is envisaged that each party may from time to time receive Information relating to the other in respect thereof. In consideration of each party making available to the other such Information, the parties jointly agree that any dealings between them shall be subject to the terms and conditions of this Agreement which themselves will be subject to the parameters of the Proposal. IT IS HEREBY AGREED 1 INTERPRETATION In this Agreement:- 1.1 “Agents” means directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member; 1.2 “Confidential Information” means any information or other data relating to one party (the “Disclosing Party”) and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the “Receiving Party”) or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:- a) is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this Agreement); or b) was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or c) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonab<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 The Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, as defined herein, which might relate to the inventions, conceptions, ideas, know-how, discoveries, processes, machines, manufactures, compositions of matter, formulations, processes, biological material, biological methods, or any improvements thereof, whether or not patentable or suitable for other form of exclusive right or legal protection, conceived, made or derived during the course of Work within the Project under this JRA; an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d The Parties are willing to disclose to each other such necessary CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature of the other Party's INFORMATION and uses it solely for purposes of this Agreement. The Parties agree as follows: 1. "CONFIDENTIAL INFORMATION" as used in this Agreement means all technical or business information disclosed by one of the Parties to another pursuant to the JRA that is identified at the time of disclosure or within thirty (30) days thereafter as being confidential and proprietary. No information will be regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed can show by competent proof that such information (a) was at the time of disclosure, or subsequently became, through no fault of the receiving Party, known to the general public through publication or otherwise; or (b) was, subsequent to disclosure to a Party, lawfully and independently received by that Party from a third party who had the right to disclose it without restriction. Specific aspects or det<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Receiving Party or its Representatives of this Agreement or a violation by the Receiving Party or its Representatives of any other non-use or confidentiality obligation), (iii) was previously in the possession of the Receiving Party, or (iv) was independently developed by the Receiving Party or any of its Representatives without reference to the Proprietary Information. The term “Representative” means, as to any person, such person’s affiliates, officers, directors, general partners, members, employees, consultants, investment bankers, financial advisors, accountants, legal counsel, consultants and potential lenders. The term “affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under Securities Exchange Act of 1934, as amended (the “Exchange Act”). (b) Except as otherwise permitted under this Agreement or as required by applicable law, regulation, stock exchange rule or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (“Legally Required”), (a) the Receiving Party shall, and shall cause its Representatives to, keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than its Representatives who are participating in evaluating, negotiating, advising or financing with respect to the Possible Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating, negotiating, advising or financing with respect to the Possible Transaction (all of whom shall be informed of the confidential nature of such Proprietary Information) and shall cause its Representatives to treat such Proprietary Information in a confidential manner and in accordance with the terms hereof, provided that each party shall be responsible for any breach of this Agreement by any of its respective Representatives, (b) the Receiving Party shall not, and shall cause its Representatives not to, use any Proprietary Information for any purpose other than in connection with evaluating, negotiating, advising or financing with respect to the Possible Transaction or the consummation of the Possible Transaction, and (c) neither party shall, nor cause or permit their respective Representatives to, disclose to any person the existence or terms of this Agreement or that discussions or negotiations are taking or have taken place concerning the Possible Transaction, or any term, condition or other matter relating to the Possible Transaction (the information referred to in this clause (c), the “Transaction Information”). For the avoidance of doubt, each of those affiliates and Representatives of a Receiving Party that do not receive or have access to the Proprietary Information of the other party and the Transaction Information shall not be bound by or subject to the terms of this Agreement. 2. Legally Required Disclosure; Return or Destruction of Proprietary Information. In the event the Receiving Party (or any of its Representatives) shall be Legally Required to disclose any Proprietary Information or Transaction Information, the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Receiving Party shall, in advance of such disclosure, to the extent legally permissible, provide the Disclosing Party with notice of such requirement and a description of the Proprietary Information and Transaction Information that the Receiving Party or its Representative intends to disclose and to reasonably cooperate with the Disclosing Party to the extent it may seek to limit such disclosure, including, if requested, taking all reasonable steps, at the Disclosing Party’s expense, to resist or avoid any such legal, judicial, regulatory or administrative process or to obtain a protective order in respect thereof. Upon either party’s request, each party hereto shall (and shall cause its Representatives, and any other person, to whom it has disclosed any Proprietary Information or Transaction Information) promptly either (at the Receiving Party’s option) return to the other party hereto or destroy (and certify in writing to the other party by an authorized officer supervising such destruction) all copies or other reproductions of Proprietary Information of the other party, other than any Derivative Materials, in its possession or the possession of any of its Representatives, and shall not retain any copies or other reproductions, in whole or in part, of such materials. The Receiving Party shall destroy all Derivative Materials, and such destruction will be certified in writing to the Disclosing Party by an authorized officer supervising such destruction. Notwithstanding the foregoing, the Receiving Party may retain data or electronic records containing Proprietary Information or Derivative Materials for the purposes of complying with its record retention policies or as required by applicable law so long as such data or records are not accessible in the ordinary course of business. Notwithstanding the return or destruction of Proprietary Information required by this Paragraph 2, for the duration of the term of this Agreement, the Receiving Party and its Representatives shall continue to be bound by all duties and obligations hereunder in accordance with the terms hereof. 3. Standstill. Each party hereby represents to the other party that, as of the date hereof, neither it nor any of its affiliates has benef<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ussions. Subject to the section captioned “Legally Required Disclosure” below, you agree that you will not, and you will cause your Affiliates and the Representatives not to disclose to any other Person (as defined in Appendix A hereto): (a) that Evaluation Material has been provided to you or any Permitted Co-bidder (as defined in Appendix A hereto) or that you or any Permitted Co-bidder have received or inspected any portion of the Evaluation Material, (b) the existence or contents of this Confidentiality Agreement, (c) that discussions or negotiations concerning a possible Transaction are taking place or (d) any of the terms, conditions or other facts with respect thereto (including the status thereof), provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict you or the Representatives from having discussions or negotiations with other Persons relating to potential financing in connection with the possible Transaction so long as each of such Person agrees in writing to be bound by the terms of this Confidentiality Agreement pursuant to a joinder agreement in a form reasonably acceptable to the Company. 3. Legally Required Disclosure. If you or any of the Representatives are requested or required (in the opinion of your counsel) by order of court, legal proceedings, subpoena, civil investigative demand, a governmental agency, a stock exchange or other similar process to disclose any of the Evaluation Material or any of the facts, disclosure of which is prohibited under this Confidentiality Agreement, you will provide the Company with prompt written notice of any such requests or requirements together with copies of the material proposed to be disclosed so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or the Representatives are nonetheless legally compelled to disclose the Ev<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>aluation Material or any of the facts, disclosure of which is prohibited under this Confidentiality Agreement, or otherwise be liable for contempt or suffer other censure or penalty, you or the Representatives in question may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which you or the Representatives, on the advice of your counsel, are legally required to disclose, provided that you or the Representatives shall exercise reasonable efforts to preserve the privileged nature and confidentiality of such Evaluation Material or any of such facts, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. 4. Representations and Warranties. (a) You hereby represent and warrant that you are not acting as a broker for or representative of any other Person in connection with the Transaction, and are considering the Transaction only for your own account. Except with the prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other Person with respect to the Transaction, other than Permitted Co-bidders, and (b) neither you nor any of the Representatives (acting on behalf of you or your Affiliates) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other Person regarding the Transaction, other than the Company and its representatives. (b) You hereby represent and warrant that neither you nor any of your Affiliates or the Representatives is party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other Person to provide financing (debt, equity or otherwise) to any other Person for the Transaction or any similar transaction, and you hereby agree that neither you nor any of your Affiliates or the Representatives will directly or indirectly restrict the ability of any other Person to provide any such financing. (c) Notwithstanding anything to the contrary contained herein, without the prior written consent of the Company, you agree that neither you, your Affiliates, nor any of your or the Representatives will disclose any Evaluation Material to any actual or potential sources of financing (debt, equity or otherwise), other than (a) bona fide third party institutional lenders who are or may be engaged to provide debt financing to you or your Affiliates or (b) Permitted Co-bidders. 5. Return or Destruction of Evaluation Material. If you decide that you do not wish to proceed with a possible Transaction, you will promptly inform the Company of this decision. In that case, or at any time upon the written request of the Company for any reason, you will, and will cause your Affiliates and the Representatives to, within ten (10) days after the request, destroy or return all Evaluation Material and no copy, extract, or other reproductions thereof (including electronic copies) shall be retained. No such termination will affect your obligations hereunder or those of the Representatives. If requested by the Company, you will, and will cause the Representative<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 between and Anton Paar GmbH, Anton-Paar-Straße 20, 8054 Graz, Austria. BACKGROUND The parties intend to disclose to each other certain confidential information for the purpose of evaluating each party's potential interest in mutual business activities relating to OPERATIVE PROVISIONS 1 DEFINITIONS 1.1 “Recipient” means the party receiving Confidential Information. 1.2 “Discloser” means the party disclosing Confidential Information to the other party. 1.3 “Purpose” means a) any discussions and negotiations between or within the parties with respect to or in connection with the establishment of a business relationship between the parties; and subsequently, b) any activities in connection with the business relationship between the parties. 1.4 “Confidential Information” means any data or information that is proprietary to the Discloser relating to each party’s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. Confidential Information includes any information generated by (or for) Recipient that contains, reflects, or is derived from any of the foregoing. 1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or e) was disclosed to a third party with the Discloser's prior written consent; or CONFIDENTIALITY AGREEMENT f) was disclosed to a third party after the period of seven (7) years from the date of the disclosure. 2 NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.1 Recipient agrees to treat Confidential Information confidential and use the same degree of care that it uses to protect its own confidential and proprietary information of similar importa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nce (but in no event less than reasonable care). Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient may disclose the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any breach by these employees and directors. Recipient shall not create a copy or reproduce in any form (electronic or otherwise) any materials or documents containing Confidential Information, except as reasonably necessary to further the Purpose. All copies of the Confidential Information will as of their creation become the property of Discloser. Recipient will return any and all tangible Confidential Information provided to it by Discloser and copies thereof, to Discloser within 30 days after Discloser’s written request, provided, however, Recipient shall destroy such information if Discloser elects so. In case of any breach of this agreement, the Recipient shall return the Confidential Information and all copies thereof immediately. 2.2 The parties acknowledge and agree that they are part of organizations of one or more legal entities in different jurisdictions and that it may be required for them to provide information to their respective Subsidiaries (as defined below). Therefore, the parties agree that a) Recipient may disclose Confidential Information to its Subsidiaries without Discloser’s consent, if and to the extent such disclosure is required in order to fulfill the Purpose; and b) a disclosure to or by a party’s respective Subsidiaries shall be considered as disclosure to or by the respective party; and c) each party is responsible and liable for its respective Subsidiaries’ compliance and due delivery of the obligations set out in this agreement. 2.3 For the purposes of this agreement, “Subsidiaries” shall mean any subsidiary, in which a party holds, directly or indirectly, fifty percent (50%) or more of the controlling or voting rights. 3 INJUNCTIVE RELIEF AND COMPENSATION 3.1 The parties will compensate each other for any damages arising from the breach of the present agreement. The parties hereby acknowledge that the unauthorized disclosure or use of Confidential Information could cause irreparable damage and substantial disadvantage to the parties or their current or future customers which may be difficult to determine. Therefore, the parties agree that the party which has suffered a disadvantage shall be entitled, in addition to any other rights and remedies that it may have, to seek injunctive relief in order to enforce the obligations under the agreement. 3.2 In addition and regardless of negligence or fault or proof of an actual damage, the parties agree to contractual penalty in the amount of EUR 15,000.00 for 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|>n consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town en<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>gaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements. 13. Amendments 13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto. 14. Assignment 14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void. 15. Entire Agreement 15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town. Provider Corporation Name Signature (I have authority to bind the Corporation) Name Title Date The Corporation of The Town of The Blue Mountains Ruth Prince, Director of Finance and IT Services Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON DISCLOSURE AGREEMENT (NDA covering any Pitch Deck Fire organized workshop or event) THIS AGREEMENT is made and entered into by all parties who participate in any way (as an event ticket holder or otherwise, paid event or otherwise) in Zero to Pitch Deck – February 11th 2017 (“the Event”) that is organized by Pitch Deck Fire or it’s officers. Parties agree to enter into this agreements by purchasing a ticket to or attending the event as on the date of the ticket purchased or event date, whichever comes first (“Effective Date”). The agreement covers information shared by and between any event participant (“the Disclosing Party”) and any other event participant, (“the Recipient”) (collectively, “the Parties”). Purpose for Disclosure (“Business Purpose”): Relevant information may be disclosed by the Disclosing Party to the Recipient during the course of activities of the event to collaboratively ensure that attendees fully understand and effectively utilize the training material. This agreement covers the entirety of the event and any and all information shared by any party at the event to any other party at the event or after the event. The information may be shared verbally, visually, in a document, via email or other digital forum. 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, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation. 2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof. 3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality. 5. In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ecover all reasonable costs and attorneys' fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure. 6. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the state of Colorado. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Pitch Deck Fire confirms that this information has been made clear and publically available to all event attendees. Pitch Deck Fire agrees that if a Participant delivers to Pitch Deck Fire any information or data marked or identified as confidential or proprietary ("confidential information"), then Pitch Deck Fire shall not, except as otherwise permitted or instructed by the applicable Participant in writing (a) disclose or otherwise make available the confidential information to any third party except to the extent otherwise expressly permitted by this Agreement, (b) modify, copy, transmit, alter, merge, decompile, disassemble, reverse engineer or adapt any portion of the confidential information. Name: Stacie Shaw Title: Founder and Lead Designer – Pitch Deck Fire Signature: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> reasonably within its control to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. d. No Duplication. The Receiving Party shall not duplicate Confidential Information furnished in tangible form except for purposes of this Agreement. e. Return of Information. on a Party's request, the other Party shall return all Confidential Information of the requesting Party, except for that portion of such Confidential Information that may be found in analyses prepared by, or for, the returning Party (collectively, "Analyses"), and the returning Party and its Representatives shall not retain any copies of such Confidential Information except the returning Party may retain one copy of the Confidential Information as needed to comply with applicable law and/or returning Party's record retention policies. The Confidential Information retained by the returning Party, the portion of Confidential Information that may be found in Analyses prepared by, or for, the returning Party, and any Confidential Information furnished by the requesting Party not so requested or returned, will be held by the returning Party and kept subject to the terms of this Agreement or destroyed. 5. Limits on Confidential Information. The obligations and restrictions imposed by this Agreement will not apply to any information that: a. The Recipient can demonstrate was already known to the Recipient prior to the disclosure by the Discloser; or, b. has become publicly known through no wrongful act of the Recipient; or, c. was received by the Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the Discloser's Confidential Information; or, d. was independently developed by the Recipient without use of the Discloser's Confidential Information; or e. was ordered to be publicly released by the requirement of a government agency. In this regard, the Parties understand that the Discloser is subject to Florida's Public Records Act, Chapter 119, Florida Statutes, and that section 1004.22, Florida Statutes, provides limited protection of documents received by the Discloser. 6. Compelled Disclosure of Confidential Information. a. The Recipient may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Recipient promptly notifies, to the extent practicable. b. The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, with respect to any such request for a protective order or other relief to preserve the confidentiality of the Confidential Information. c. Notwithstanding the foregoing, if the Discloser is unable to obtain or does not seek a protective order and the Recipient is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. 7. Term. a. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year) or the term of the contract, whichever is greater. b. Notwithstanding the foregoing, the parties' duty to hold in confidence Confidential Information that was dis<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>closed during term shall remain in effect indefinitely. 8. Remedies. a. The Parties acknowledge that the Confidential Information is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information could cause irreparable harm to the Party and the general public. b. Therefore, the Parties shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. c. The Discloser shall be entitled to recover its costs and fees, including reasonable attorneys' fees, incurred in obtaining any such relief. The Recipient further acknowledges that the unauthorized disclosure of certain information pertaining to "Critical Assets" or "Critical Infrastructure" may constitute a violation of state and federal law. 9. Return of JEA Confidential Information. The Recipient shall immediately return and redeliver to the other all tangible material embodying the JEA Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials ("Notes") (and all copies of any of the foregoing, including "copies" that <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 10.2 Perma-Tune Electronics Inc. NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT Perma-Tune Electronics Inc., a Texas Corporation (hereinafter collectively referred to as the COMPANY) makes this AGREEMENT concerning the Perma-Tune electronic ignition systems known as the Perma-Tune, Digital Fire, and Plasma Injector: Linda Decker Company or Individual Name (hereinafter referred to as the RECIPIENT). In it's business, COMPANY has certain valuable technical and non-technical information, processes, samples, sources and supplies, including but not limited to certain training, literature, information, promotional plans and direction used in connection with COMPANY'S products which are VITAL to its business and success ("CONFIDENTIAL MATERIAL") and, to guard the legitimate interests of the COMPANY, it is necessary for the COMPANY to protect the CONFIDENTIAL MATERIAL by holding it confidential as TRADE SECRETS. After execution thereof, the COMPANY will disclose to RECIPIENT certain of the CONFIDENTIAL MATERIAL and RECIPIENT, through his/her activities and by virtue of this relationship with the COMPANY, will become acquainted with certain CONFIDENTIAL MATERIAL. RECIPIENT agrees as follows: 1. RECIPIENT may view, have access to, and through verbal explanations learn of CONFIDENTIAL MATERIAL, samples, and other information, financial information, marketing information, data, special testing and training procedures and processes, specifications either owned by the COMPANY or used in the course of its business (collectively called "CONFIDENTIAL MATERIAL"). All such CONFIDENTIAL MATERIAL shall be considered to be TRADE SECRETS by the COMPANY and is disclosed IN CONFIDENCE to RECIPIE<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>NT. 2. All CONFIDENTIAL MATERIAL, which RECIPIENT shall use, view, receive or come in contact with, shall be and shall remain the COMPANY'S SOLE and EXCLUSIVE property, and shall be PROMPTLY RETURNED upon completion of the purpose for which it was provided, or when verbally communicated, will no longer be utilized to benefit RECIPIENT, but in NO EVENT, later than TEN (10) DAYS after request by COMPANY. NO COPIES shall be made of ANY MATERIAL or DOCUMENT (S) provided under this agreement, except upon WRITTEN CONSENT of the COMPANY, ALL COPIES and samples shall likewise be RETURNED. Any attempt to disassemble or otherwise reverse engineer CONFIDENTIAL MATERIAL by the RECIPIENT or the transfer of CONFIDENTIAL MATERIAL to any other company or persons for any reason is strictly prohibited. 3. During and after discussion, including the duration of ANY BUSINESS RELATIONSHIP and THEREAFTER, RECIPIENT will HOLD TRUST and KEEP SECRET ALL CONFIDENTIAL MATERIAL obtained from COMPANY. RECIPIENT will maintain adequate SAFEGUARDS to PROTECT such CONFIDENTIAL MATERIAL and PREVENT its DISCLOSURE to others, except its own employees on a NEED-TO-KNOW BASIS, and will NEITHER USE nor DISCLOSE, DIRECTLY or INDIRECTLY, for him/herself or for the benefit of another, ANY CONFIDENTIAL MATERIAL or perform any acts which may DIRECTLY or INDIRECTLY have an adverse effect upon the business of the COMPANY, or which would tend to reduce the proprietary value of such CONFIDENTIAL MATERIAL to the COMPANY, without the COMPANY'S PRIOR WRITTEN APPROVAL. RECIPIENT shall MAINTAIN a RECORD or LOG reflecting the NAMES, ADDRESSES, DATES and other INFORMATION which the COMPANY shall request RECIPIENT to keep of PERSONS or ENTITIES to execute a COPY of this AGREEMENT acknowledging its TERMS and the TRADE SECRET nature of CONFIDENTIAL MATERIAL and shall provide to the COMPANY UPON REQUEST, copies of ALL such acknowledgments. 4. RECIPIENT agrees that he/she WILL NOT UTILIZE ANY CONFIDENTIAL MATERIAL to which he/she is exposed by reason of his/her relationship hereunder to COMPANY in such manner as to CIRCUMVENT the relationship between the COMPANY and others, nor to benefit, DIRECTLY or INDIRECTLY, from such CONFIDENTIAL MATERIAL, except pursuant to any agreement between RECIPIENT and the COMPANY. 5. RECIPIENT further agrees to INDEMNIFY and HOLD the COMPANY HARMLESS from and against any losses incurred due to any unauthorized use or disclosure of the CONFIDENTIAL MATERIAL. 6. Any VIOLATION or THREATENED VIOLATION of this AGREEMENT shall entitle the COMPANY to INJUNCTIVE RELIEF, together with ANY OTHER REMEDIES available to the COMPANY including MONETARY DAMAGES. In the event of ACTUAL VIOLATION of the AGREEMENT, the COMPANY shall receive, from RECIPIENT 100% of ALL INCOME which RECIPIENT has acquired form said BREACH of this AGREEMENT. 7. If any provision in 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|>ve any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this section may be served on any party as required under California law. 10. Severability. Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sions or terms of this Agreement. If any of the covenants set forth in Section 3 of this Agreement are held to be unreasonable, arbitrary or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area, and in such lesser scope, time and geographic area, will be effective, binding and enforceable against Shareholder to the fullest extent under California law. 11. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. 12. Section Headings, Construction. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “Including” does not limit the preceding words or terms. 13. Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt); (b) sent by facsimile (with written confirmation of receipt); or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): Shareholder: James Mayer 2596 Danville Blvd. Alamo, CA 94501 with a copy to: Dylan W. Wiseman Littler Mendelson 2520 Venture Oaks Way, Suite 390 Sacramento, CA Facsimile: (916) 561-0828 Heritage and HBC: Heritage Commerce Corp 150 Almaden Blvd. San Jose, California 95113 Attn: Walter T. Kaczmek Facsimile: (408) 534-4940 With copy to: Buchalter Nemer 1000 Wilshire Boulevard Suite 1500 Los Angeles, CA 90017-2457 Attn: Mark A. Bonenfant, Esq. Facsimile: (213) 896-0400 14. Recitals. The recitals are incorporated herein and made a part of this Agreement. 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements and understandings between the parties with respect to the subject matter of this Agreement. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment. [signature page follows] IN WITNESS WHEREOF, the parties hereto have executed this Non-Compete, Non-Solicitation and Confidentiality Agreement on the date first set forth above. HERITAGE COMMERCE CORP By: /s/ Walter T. Kaczmarek Walter T. Kaczmarek Chief Executive Officer HERITAGE BANK OF COMMERCE By: /s/.Walter T. Kaczmarek Walter T. Kaczmarek President SHAREHOLDER /s/ James Mayer James Mayer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 could cause the other party irreparable harm. Accordingly, each party agrees that in the event of any breach or threatened breach of this Agreement, in addition to other remedies at law or in equity it may have, the party alleging a breach or threatened breach shall be entitled, without the requirement of posting a bond or other securities, to seek equitable relief, including injunct<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ive relief and specific performance. 9. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. 10. Successors and Assigns. Neither party may assign this Agreement, or the rights and obligations hereunder, without the prior written consent of the other party; provided, that a party may assign this Agreement without such consent to an affiliate of such party and/or in connection with the transfer or sale of all or substantially all of the business of the assigning party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. No assignment shall relieve either party of the performance of any accrued obligation that such party may then have under this Agreement. This Agreement shall inure to the benefit of and be binding upon each party signatory hereto, its successors and permitted assigns, subsidiaries and affiliates. 11. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws provisions within. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters discussed herein and supersedes and replaces all prior agreements, understandings, writings and discussions between the parties, with respect to the subject matter of this Agreement. This Agreement may be amended only by a written instrument executed by authorized representatives of the parties. This Agreement shall not create any obligation for either party to enter into any agreement or relationship with the other. Either party may end discussions of a possible relationship at any time and for any or no <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>state in the Territory. (n) Products. The term "Products" means and includes the Products to be distributed by the Master Distributor under the Master Distributorship Agreement. (o) Proprietary Information. The term "Proprietary Information" means all of the following materials and information, whether or not patentable or protected or protectable, by copyright or equivalent design, registration law or regulation existing from time to time with any part of the Territory, to which Master Distributor has received access or which Master Distributor receives, develops, or has developed, in whole or in part, as a direct or indirect result of performing this Agreement or through the use of any of Company's facilities or resources: (i) Production processes, quality control processes and/or procedures, marketing techniques, purchasing information, pricing policies, quoting procedures, financial information, customer names and requirements, customer data and other materials or information relating to the manner in which Company does business; (ii) Discoveries, concepts and ideas, and the embodiment thereof, whether or not patentable or subject to protection by a copyright, I including, without limitation,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the nature and results of research and development activities, processes, formulas, techniques and "know-how"; (iii) Any other materials or information related to the business or activities of Company which are not generally known to others engaged in similar business or activities; (iv) Trade Secrets, Confidential Information or other proprietary information which Company has acquired or may in the future acquire from any third party, including, without limitation, operating principles, documentation, drawings, programs and performance specifications and results, provided to Company by such third parties pursuant to agreements, understandings and/or acknowledgments to the effect that such trade secrets and confidential or proprietary information provided to Company by such third parties (collectively "Third Party Confidential Information") is the proprietary and/or confidential information of such respective third party and is to be treated by Company as if such Third Party Confidential Information were Company's Confidential Information. (p) Territory. The term "Territory" means the world. (q) Trade Secrets. The term "Trade Secrets" means the whole or any portion or phase of any data or information developed, owned, or licensed from a third party by the Company, including any formula, pattern, compilation, program, device, method, technique, improvement, or process that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets shall not include any data or information (i) that has been voluntarily disclosed to the public by Company or has become generally known to the public (except when su<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ys with respect to its own proprietary and confidential information of like kind. The Recipient further agrees to inform its representatives of the confidential nature of the Confidential Information and take reasonable steps to ensure its representatives will abide by the terms of this Agreement. 5.0 The Confidential Information shall be and remain the property of the Disclosing Party and will be returned to the Disclosing Party immediately, upon written request, or destroyed, at the Disclosing Party’s option. That portion of the Disclosing Party’s Confidential Information which consists of analyses, compilations, studies or other documents or records prepared by the Recipient, or its representatives, shall be held by the Recipient and kept confidential and subject to the terms of this Agreement, or shall be destroyed. 6.0 In the event that the Recipient is requested to disclose all or any part of the Confidential Information received hereunder, the Recipient agrees to immediately notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request. If an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y court or regulatory order or other service of legal process or open records statute requires the Recipient to disclose information covered by its confidentiality obligation, then such party will provide the Disclosing Party with prompt notice of any such order or process so that the Disclosing Party may attempt to prevent such order of disclosure, and the parties shall also work together to ensure that any such required disclosure is carried out pursuant to a protective order (or other similar protection) to prevent further disclosure of the Confidential Information. 7.0 Vendor shall not make use of this Agreement, or the University’s name or that of any member of the University’s staff, for publicity or advertising purposes without prior written approval of the University. 8.0 The confidentiality requirements of this Agreement shall continue to apply even if Vendor is not selected by the University to perform the Project. 9.0 The parties agree that irreparable harm may result if Vendor fails to abide by the confidentiality requirements set forth in the agreement. In the event of a breach by Vendor of the confidentiality requirements of this Agreement, the University shall have the right to seek injunctive and/or other preliminary or equitable relief, without having to prove actual damages or to post a bond. Such relief shall be in addition to any other remedies and damages available to the University. 10.0 This Agreement and any performance hereunder shall be interpreted in accordance with and shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof. 11.0 This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the confidential nature of materials exchanged as part of assessing, discussing or otherwise exploring the Project and supersedes all previous <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Province”) and Halifax Regional Municipality (the “HRM”) hereinafter referred to as the “Receiving or Disclosing Party” or “Parties”, may be facilitating the potential transaction of business related to the provision of SAP Services by the Province to the HRM where each Party may disclose certain confidential information to each other. AND WHEREAS each Party wishes to ensure that the other treats this information in the strictest confidence. NOW THEREFORE in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. The confidential, proprietary and trade secret information of the Disclosing Party (hereinafter "Confidential Information") provided hereunder is any and all information, in whatever form (including electronic data) that will be disclosed to facilitate the potential transaction of business (related to the provision of SAP Services to HRM) between the Parties, including, but not limited to, portions or parts of the November 1, 2012 Agreement (including any schedules or appendices) between the Province of Nova Scotia and IBM, each Party's disclosure of intellectual property, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products, documents and services, research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, licensing, sales or service customer lists, business forecasts, sales and merchandizing, and marketing plans and information. For purposes of this Agreement confidential, proprietary and trade secret information of the Province’s SAP Service Provider or any other Province’s Service Provider, any parent company, subsidiary or affiliate of the Disclosing party shall be considered Confidential Information of the Disclosing Party for purposes of this Agreement. 2. The term Confidential Information shall not include information, which is: (a) in the public domain other than by a breach of this Agreement by the Receiving Party; or (b) rightfully received from a third party with no duty of confidentiality; or (c) rightfully known to the Receiving Party without any limitation on use or disclosure prior to its receipt from the Disclosing Party; or (d) independently developed by employees, agents or consultants of the Receiving Party; or (e) generally made available to third parties by the Disclosing Party without restriction on disclosure. 3. The Receiving Party agrees that Confidential Information shall be used only for the purposes of facilitating the business relationship between the Parties. Additionally, subject to section 4 below, the Receiving Party shall not disclose Confidential Information to any third party without the prior written approval of the Disclosing Party. The Receiving Party shall maintain the Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own similar categories of confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The Receiving Party shall not make any copies of Confidential Informatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n except as necessary to perform hereunder. Each Party shall be responsible for any breach of this Agreement by such Party, its employees, agents, officials, representatives or consultants acting within the scope of their engagement or employment. 4. The HRM acknowledges and agrees that the Province may disclose the Confidential Information received from the HRM to its external or internal auditors, as well as the Province’s SAP Service Provider or Province’s other service providers for the purpose of provision or extension of the SAP Services to HRM. 5. The Receiving Party will adhere to all Canadian export laws, rules and regulations, and will not export or re-export any technical data or products received from the Disclosing Party, nor will the receiving party export or re-export the associated products of such technical data, to any restricted country and/or to any company, individual or government entity listed in the Table of Denial Orders published from time to time by the Canadian Government (called denied persons). 6. This Agreement will be effective as of the date of this Agreement, but will apply to any Confidential Information disclosed to the Receiving Party from the Disclosing Party prior to such date and will continue in perpetuity. 7. Each Party agrees that the harm resulting from improper disclosure of Confidential Information may be irreparable; therefore, the Disclosing Party shall be entitled to seek injunctive and other equitable relief to prevent or restrain breaches of any of the provisions of this Agreement by the Receiving Party or any of its employees, agents, officials, representatives or consultants, or to enforce the terms and provisions hereof, by an action instituted in a court of competent jurisdiction, which remedy or remedies are in addition to and not in substitution for any other remedy to which the Disclosing Party may be entitled at law or in equity. 8. Title to, interest in, and all other rights of ownership to Confidential Information shall remain with the Disclosing Party. The information provided hereunder, including Confidential Information, is provided strictly "as is" and without representation and warranty of any kind as to its accuracy, completeness, freedom from error, value, merchantability, fitness for a particular purpose or non-infringement. 9. This Agreement will terminate on the date and time the Agreement between the Parties over the provision of SAP Services is terminated. In the event this Agreement is terminated, and the Disclosing Party so requests, the Receiving Party shall promptly return or destroy (and certify destruction of) all Confidential Information which it received from the Disclosing Party along with all copies. The obligations of the Receiving Party under this Agreement shall survive the termination of this Agreement or the return of the Confidential Information to the Disclosing Party. 10. The Parties acknowledge and understand that all documentation and information, including Confidential Information, provided to 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|> the written request of a DISCLOSING PARTY, a PARTY shall return, or destroy, at DISCLOSING PARTY’s option, within seven (7) business days, any and all CONFIDENTIAL INFORMATION disclosed or provided to that PARTY by the DISCLOSING PARTY. (h) It is expressly understood and agreed by the PARTIES that no right, title, interest, license, or ownership or other right in any copyright, patent, trademark or other intellectual property or proprietary right of any DISCLOSING PARTY or any third party shall be granted or transferred to any RECEIVING PARTY or any ENTITY or other third party pursuant to, or as a result of, this AGREEMENT. (i) It is further expressly understood and agreed by the PARTIES that nothing contained in this AGREEMENT, and nothing contained in any information disclosed pursuant to this AGREEMENT, shall constitute any representation or warranty by the DISCLOSING PARTY with respect to the non-infringing ownership of the CONFIDENTIAL INFORMATION or the accuracy, completeness<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or usefulness of any CONFIDENTIAL INFORMATION. (j) It is expressly acknowledged and agreed that any CONFIDENTIAL INFORMATION disclosed to any governmental ENTITY, officer or employee pursuant to this AGREEMENT (i) will not become an “agency record” by virtue of such disclosure; (ii) is exempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552(b)(4) (“Exemption 4”); (iii) shall not be disclosed pursuant to any other governmental authority; and (iv), is protected from disclosure under 18 U.S.C. § 1905, and thus may not be published, divulged, disclosed or otherwise made known in any manner. The PARTIES to this AGREEMENT that are governmental ENTITIES further agree that neither they nor their officers or employees will take custody or control of any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. To that end, among other things, such governmental ENTITIES and their officers and employees agree immediately to return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY at the conclusion of any meeting at which such information is disclosed or, if such information is disclosed at any other time, to return such CONFIDENTIAL INFORMATION immediately after reviewing it. In addition, any PARTY to this AGREEMENT that is a governmental ENTITY agrees to refrain from making copies of, taking notes or sending e-mail regarding, or otherwise creating or retaining any written or electronic material containing such CONFIDENTIAL INFORMATION. 4. Remedies: Damages, Injunctions and Specific Performance. The PARTIES expressly understand and agree that the covenants and agreements to be rendered and performed by the PARTIES pursuant to this AGREMEENT are special, unique, and of an extraordinary character, and in the event of any default, or breach by any PARTY of this AGREEMENT, the affected PARTY shall have no adequate remedy at law and shall be entitled to seek such relief as may be available to it pursuant hereto, at law or in equity, including, without limiting the generality of the foregoing, any proceedings to: (i) obtain direct damages for any breach of this AGREEMENT; (ii) order the specific performance thereof; or (iii) enjoin the breach of such provisions. This AGREEMENT shall be governed by the laws of the State of New York without regard to its choice of law principles. With respect to the participation of any governmental ENTITY, employee or officer in this AGREEMENT, federal law shall apply. 5. Binding Effect and Assignability. The rights and obligations of each PARTY under this AGREEMENT shall inure to the benefit of and shall be binding upon any subsidiary, affiliate, successor or permitted assign of or to the business of such PARTY, to the extent provided below. Neither this AGREEMENT nor any rights or obligations of a PARTY under this AGREEMENT shall be transferable or assignable by that PARTY without the prior written consent of all other PARTIES, and any attempted transfer or assignment of this AGR<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 With the present non-disclosure agreement (hereafter referred to as AGREEMENT) full name of PINE partner institution, with its registered address at….. ….. ….., VAT registration number….. ….. ….., represented for the purpose of this AGREEMENT by ….. ….. ….., (hereafter referred to as ACRONYM OF THE PINE PROJECT PARTNER) and the company ………………………………………………………………………………….., with its registered address at….. ….. ….., VAT registration number….. ….. ….., represented for the purpose of this AGREEMENT by ….. ….. ….., (hereafter referred to as COMPANY) hereafter jointly referred to as THE PARTIES PREMISES: a) ACRONYM OF THE PINE PROJECT PARTNER and the COMPANY have had a preliminary contact in the framework of the PINE – Promoting Industrial Energy Efficiency Project (hereafter referred to as PROJECT) funded by EACI (Executive Agency for Competitiveness and Innovation of the European Commission) under Contract IEE/11/885/SI2.615936; b) The COMPANY has been selected through an ad-hoc call to benefit from a two-step energy auditing service (comprising a first scouting phase and, if applicable according to procedures in place, a second full audit phase) compliant to the operative programme of the PROJECT; c) The COMPANY commits to disclose to ACRONYM OF THE PINE PROJECT PARTNER and those appointed by the aforementioned, information and data as necessary to carry out the activities as envisaged by the PROJECT; d) In case the COMPANY decided not to make available to ACRONYM OF THE PINE PROJECT PARTNER and those appointed by the aforementioned, information and data as deemed necessary for the carrying out of the envisaged activities mentioned here above, this will make it impossible for the COMPANY to benefit from the scouting and full auditing services (if applicable) envisaged by the PROJECT; e) ACRONYM OF THE PINE PROJECT PARTNER is required to report to the institution funding the PROJECT, the abovementioned EACI, and/or to third parties appointed to carry out analyses of the same, data related to project activities, however always anonymously and with no direct reference to the involved companies, mostly in an aggregated form to monitor the overall impact of project activities; AGREE AS FOLLOWS: 1. Premises The Premises are part of this AGREEMENT 2. Object This AGREEMENT is intended to regulate privacy rights and obligations for THE PARTIES in relation to data and information defined as confidential, compliant to provisions contained in the The sole responsibility for the content of webpage lies wi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>th 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 following articles, which they will become aware of while carrying out the activities described in the Premises to this AGREEMENT. 3. Confidential information 3.1 For the purpose of this AGREEMENT, those data and information will be considered as confidential which are provided or delivered by one Party to the other Party and which are declared confidential when provided or delivered. 3.2 The confidential nature of the abovementioned data and information will have to be explicitly declared, printing or writing ‘CONFIDENTIAL’ on the above, followed by the signatures of the representatives of THE PARTIES or, however, clearly indicated as confidential in communications, so to allow THE PARTIES and any authorized person to immediately recognize their confidential nature and apply the subsequent compliance to confidentiality obligations as envisaged in this AGREEMENT. THE PARTIES may, if deemed necessary, explicitly declare other data and information non-confidential. 3.3 The term confidential may not be associated to information and data of public domain at the time when these are provided to the Recipient (the Party receiving the information) or in case they become of public domain due to an act or behaviour not explicitly forbidden to the Recipient; 4. Confidentiality obligations 4.1 THE PARTIES may not disclose or communicate in any form or way data and information of a confidential nature to unauthorized subjects. 4.2 Such data and information will have to be used appropriately and adequately for the carrying out of the activities specifically envisaged by the PROJECT and contained in the contract mentioned in the Premises, in such a way that their confidential nature is not compromised and no damage is caused in any other way. 4.3 The information and data of a 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|>scretion, releases the Receiving Party by notification in writing that the Receiving Party is no longer required to protect the Confidential Information pursuant to this Agreement; or (b) the Confidential Information falls within an exception set forth in Section 3; or (c) two (2) years from the date of disclosure of the Confidential Information. 2. The Receiving Party shall provide the Confidential Information only to those of its employees and directors (and any agents, representatives, consultants, or financial advisors that have been approved in advance by the Disclosing Party) that have a bona fide need to know for the Purpose, and in the case of AST to any of its current or prospective member companies, in each case who are bound by a written agreement including confidentiality and non-use terms and conditions at least as protective as those in this Agreement. Except for the foregoing, the Receiving Party shall not disclose the Confidential Information to any third party. The Receiving Party shall not use the Confidential Information for any purpose other than the Purpose. No rights or obligations other than those expressly recited herein are to be implied from this Agreement. 3. This Agreement will impose no obligation upon the Receiving Party with respect to any portion of the received Confidential Information which: (a) is already known to the Receiving Party at the time of receiving such Confidential Information or is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; (b) is in the public domain prior to disclosure by the Disclosing Party, or subsequently enters the public domain without breach of this Agreement by the Receiving Party; (c) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party or any of its employees or directors, without breach of this Agreement by the Receiving Party; (d) is hereafter furnished to the Receiving Party by a third party without breach by such third party of an obligation of confidentiality of which the Receiving Party is actually aware; or (e) is permitted to be disclosed by the prior written consent of the Disclosing Party. 4. The Receiving Party shall have the right to disclose Confidential Information to the extent required to be disclosed by applicable law, regulation or an order of a governmental agency, legislative body or court of competent jurisdiction; provided that the Receiving Party provides the Disc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>losing Party with prompt notice of such request or requirement, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. The Receiving Party will cooperate with the Disclosing Party (at the Disclosing Party’s sole expense) in order that the Disclosing Party may obtain a protective order. 5. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party in accordance with this Agreement. However, disclosure by the Disclosing Party of Confidential Information does not constitute a warranty that the Confidential Information is accurate, complete, or adequate for the purposes contemplated by the Receiving Party. 6. The Parties agree that discussions and related information shared between the Parties will not be used as a basis to place AST or its members on notice (e.g., for purposes of willfulness, inducement or otherwise) of the patents and patent applications which are offered for sale. 7. The Confidential Information may only be used for the Purpose and may not be used to support a declaratory or other legal relief action related to the sharing of that Confidential Information. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from pursuing legal action against the other or third parties provided Confidential Information received pursuant to this Agreement is not used as the basis for such actions. 8. In the event that a Receiving Party becomes aware that Confidential Information of a Disclosing Party is inadvertently or accidentally disclosed by it, the Receiving Party shall notify the Disclosing Party in writing within five (5) working days of the discovery of such disclosure, and shall take all commercially reasonable precautions to avoid further dissemination of the Confidential Information that has been disclosed, as well as take any and all commercially reasonable precautions to prevent disclosure of any additional Confidential Information. 9. Where Confidential Information is provided by the Disclosing Party as physical embodiments, such physical embodiments will remain the property of the Disclosing Party. 10. All Confidential Information remains the property of the Disclosing Party and will not be copied or reproduced without the express written permission of the Disclosing Party, except for copies that are necessary in order to fulfill the Purpose. Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Party shall either return (to the Disclosing Party) or destroy all Confidential Information, together with any copies, accompanied by a letter executed by an authorized representative of the 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 as of ……….., by and between SAF Industries, LLC dba Gar Kenyon, a company organized under the laws of Connecticut, USA and having a principal place of business at 238 Water Street, Naugatuck, CT 06770 (“GK”), and ………..., a company organized under the laws of the State of ……. and having an office and principal place of business at ……………….. (“SUPPLIER”) WHEREAS, SUPPLIER is interested in receiving certain Confidential Information (as defined herein) from GKT in order to enable SUPPLIER to evaluate the possibility of acting as GK's supplier for one or more parts or work packages for the GK’s application (the “Purpose”). NOW THEREFORE, the parties agree as follows: 1. “Confidential Information” means all trade secrets and information disclosed by GK to SUPPLIER, including, but not limited to, type design data, drawings, photographs, specifications, models, prototypes, designs, materials, construction or assembly, computer hardware and software (whether in machine-readable or human-readable form), technical, commercial and operational information concerning products, information concerning manufacturing methods and techniques, quality control and test methods, marketing data including target customers, customer lists and market plans, cost and pricing data and product applications. 2. SUPPLIER agrees to hold all Confidential Information in strict confidence and will not disclose or use the Confidential Information for its benefit or the benefit of any other company or entity anywhere in the world or any other purpose other than for the Purpose set forth in the recitals herein. 3. Confidential Information does not include the following: a) information which was already in the public domain at the time of disclosure; or b) information which, though originally confidential, subsequently becomes part of the public domain through no fault of SUPPLIER; or c) information which was properly in SUPPLIER’s possession prior to receipt thereof from GK, as reasonably evidenced by written records or other writings, or by actual use by SUPPLIER prior to the disclosure by GK. In each case, the (i) burden of proof shall lie with SUPPLIER to demonstrate that one of the above-listed exceptions applies and Sign: (ii) SUPPLIER shall notify GKT in writing of SUPPLIER’s intent to make any disclosure based on one of the above-listed exceptions at least 30 days in advance (including a description of the information to be disclosed and the basis for the claimed exception). 4. SUPPLIER shall maintain all Confidential Information received from GK in the same manner that the S<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>UPPLIER maintains its own Confidential Information, provided that the standard of care required shall be at least a reasonable standard. Information disclosed in other that written form shall be considered Confidential Information only to the extent GK summarizes the same in a written form that is transmitted to SUPPLIER within thirty (30) calendar days of the non-written disclosures. 5. Any disclosure of Confidential Information shall be limited SUPPLIER’s employees and who have a need to use or study such Confidential Information for the Purpose. SUPPLIER shall advise its employees and agents of its obligations pursuant to this Agreement, but SUPPLIER shall remain responsible to ensure their compliance. 6. All Confidential Information is and shall remain the property of GK. At any time that GKT may request, SUPPLIER shall return the Confidential Information to GK and shall certify in writing that all copies thereof in its possession have been destroyed. 7. Confidential Information may only be used by SUPPLIER in connection with the pursuance of the Purpose set forth in the recitals herein. 8. SUPPLIER shall not assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of GK, and any attempted assignment or transfer without such prior written consent shall be null and void. 9. This Agreement sets out and constitutes the entire agreement between the parties with respect to the disclosure, protection and use of Confidential Information and supersedes all prior agreements, whether oral or written, relating to such matters and all other prior communications between the parties relating to the subject matter of this Agreement. 10. The constru<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Agreement between the Social Security Administration and the State of Kansas Department of Labor. For any tax return data, officials, employees and agents of Authorized Person will also comply with the “Tax Information Security Guidelines for Federal, State and Local Agencies,” Publication 1075, published by the Secretary of the Treasury. All of which said laws, regulations and agreements involve the requirement to maintain confidentiality of any information, reports, returns and other documentation obtained pursuant to this agreement. Officials, employees and agents of Authorized Person will provide to KDOL a current list upon request of the officials, employees and agents of Authorized Person who have access to confidential information disclosed under this agreement. The list shall include each person’s full name, date of birth, social security number and states of residence of each individual. This agreement does not grant or authorize the Authorized Person to have unescorted direct access to KDOL systems. Additionally, execution of this agreement alone does not fulfill all requirements to permit Authorized Person access to confidential information. Additional requirements must also be satisfied, including but not limited to the requirements found in Section 5.11 of the SSA TSSR v.7; requirements of the Information Exchange Agreement between the Social Security Administration and the State of Kansas Department of Labor; and the terms and conditions set forth in the Computer Matching and Privacy Protection Act Agreement (“CMPPA Agreement”) between SSA and the State of Kansas, governing the State Agency’s use of the data disclosed from SSA’s Privacy Act System of Records. Confidential information provided hereunder, or identifiable information derived therefrom, shall not be disclosed to any individual(s) that is/are not subject to this agreement. Information provided hereunder, or identifiable information derived therefrom, shall not be copied, downloaded or otherwise placed in any format, including working papers, which may become a public record pursuant to the Kansas Open Records Act (KORA). Authorized Person agrees that they will not provide or allow access of the information obtained hereunder to any agent, third party, contractor, subcontractor, or any other public agency, unless authorized in writing by KDOL, and then conditioned upon said agent, third party, contractor, subcontractor, or any other public agency agreeing in writing to be bound by the use and confidentiality terms and conditions of this Confidentiality Agreement. A copy of any such agreement shall be available for inspection upon request by the KDOL and will not be subject to disclosure to third parties by anyone other than KDOL. Authorized Person agrees that any confidential information or reports generated from such confidential information shall be in aggregate form, and shall not in any way contain personally identifiable information or information which alone, or in combination with other information, is linked, or is linkable, to a specific individual, and which would thereby allow a reasonable person in the community, who does not h<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ave personal knowledge of the relevant circumstances, to identify the individual with reasonable certainty. Additionally, Authorized Person agrees that the Authorized Person will use confidential information or reports generated from such confidential information only for the purpose stated in the first paragraph of this agreement. Any information maintained by KDOL that has been obtained pursuant to the administration of the Employment Security Law, shall be held confidential and shall not be published or be open to public inspection, other than to public employees in the performance of their public duties, in any manner revealing an individual’s or employing unit’s identity. Authorized Person agrees to comply with all data storage requirements in IRS Publication 1075 for all information systems used for receiving, processing, storing, or transmitting confidential information obtained pursuant to this agreement. Both parties shall exercise reasonable and prudent security procedures to protect such information, reports, returns and other documentation in their possession, including electronic versions thereof, from any unauthorized access and/or disclosure. Access to the information covered by this agreement shall be limited to the minimum number of individuals necessary to achieve the stated purpose of the agreement. Notwithstanding any provisions of this agreement, any breach of the confidentiality or non-disclosure provisions above shall be grounds for immediate termination of this agreement without notice, and legal action may be immediately commenced. Disposal of Confidential Information Once confidential information or data obtained hereunder is no longer useful for the purposes described herein, Authorized Person agrees to immediately destroy all such confidential information or data maintained on any information system platform or any form of storage media subject to any schedule of retention established by the Kansas Records Board, in the following manner: Confidential information obtained pursuant to this agreement, and any paper material generated therefrom, such as copies, photo impressions, computer printouts, notes, and work papers, must be destroyed by burning or shredding. Printed material to be burned must be burned in an incinerator that produces enough heat to burn the entire bundle, or the bundle must be separated to ensure that all pages are incinerated. Printed material to be shredded must be shredded in the following manner: The paper must be inserted so that lines of print are perpendicular to the cutting line; The paper must be shredded to effect 5/16-inch-wide or smaller strips. Consideration should be given to the use of cross-cut shredders; If shredding deviates from the 5/16-inch specification, Confidential information must be safeguarded until it reaches the stage where it is rendered unreadable through additional means, such as burning or pulping. 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|>Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the C<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>onfidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made 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|>hether publicly or otherwise) to effect or participate in: (i) any acquisition of any equity securities (or beneficial ownership thereof) or all or substantially all of the assets of Provider or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving Provider or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Provider or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Provider; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act) with respect to the securities of Provider; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving Provider or its equity securities or assets; (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of Provider; (e) take any action which might force Provider to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Recipient also agrees during the Standstill Period not to publicly request (or request in a manner or under circumstances that would reasonably require public disclosure of such request) Provider (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 9 (including this sentence). Recipient further agrees that unless otherwise directed by Provider in writing (i) all communications with the Provider regarding a Possible Transaction, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rected by Recipient or its Representatives only to Ethan Zweig of Citigroup Global Markets Inc., as Provider’s financial advisor, or a person or persons designated in writing by Mr. Zweig, unless otherwise agreed to by the Provider. 10. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Recipient acknowledges and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties 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 that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. 11. Compliance with Securities Laws. Recipient acknowledges that the Evaluation Material may include material nonpublic information (within the meaning of the securities laws of the United States) with respect to Provider. 12. Not a Transaction Agreement. Recipient understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and Recipient hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possib<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>greement shall be deemed to be nor shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 12. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Tennessee without regard to its conflict of laws provisions. Any disputes resulting in litigation between the Parties shall be conducted in the state or federal courts of the State of Tennessee. 13. Term. This Agreement shall terminate three (3) years following written notice by either Party to the other of its desire to terminate this Agreement. However, the obligations contained herein shall remain in effect for a period of five (5) years from the date the Confidential Information was disclosed under this Agreement. 14. Entire Agreement. This Agreement constitutes the full and entire agreement between the Parties regarding the confidentiality of Confidential Information. 15. Counterparts. This Agreement may be signed in counterparts and may be delivered by facsimile, each of which may be deemed an original, and all of which together constitute one and the same agreement. 16. Authorization and Binding Obligations. Each Party represents to the other Party that the execution, delivery and performance of this Agreement have been duly authorized, and this Agreement has been duly executed and delivered by the signatory so authorized, and the obligations contained herein constitute the valid and binding obligations of such Party. 17. Waiver of Trial by Jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. 18. Publicity. Counterparty shall not make any public disclosures regarding the Company, or the Transactions, including, without limitation, any advertisements, publications or documents, without the prior written approval of the Company. 19. No Warranties. Ea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ch Party acknowledges that the Disclosing Party provides the Confidential Information on an “as is” basis and without warranty of any kind. THE DISCLOSING PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES PERTAINING TO THE CONFIDENTIAL INFORMATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 20. Proprietary Information. Counterparty acknowledges that, under this Agreement, Company is disclosing Confidential Information to Counterparty that is valuable, confidential and proprietary. If said Confidential Information were disclosed by Counterparty to any third party, said disclosure would damage Company and negatively affect its opportunity to work on the Transaction, including during bidding process and contract negotiations. Counterparty agrees that on a case by case basis (when confirmed in writing by both Parties), the Counterparty shall consult, contract, and negotiate exclusively with Company concerning those designated Transactions. On such agreed Transactions, Counterparty agrees and states that it has not and will not enter discussions with any other entity concerning it providing of any services for those Transactions. Counterparty may not use or disclose the Confidential Information with any third party regarding the Transactions or otherwise to the disadvantage of the Company. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first set forth above. Company: Signal Energy, LLC By: Name: Title: Counterparty By: Name: Title: Address: City/ST/ZIP: Phone: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d to the Receiving Party by a third party who lawfully possesses such information and who is duly authorized or otherwise entitled to disclose such information; (4) is disclosed pursuant to the order or requirement of a government body, court or administration agency; or (5) is independently developed by an employee of the Receiving Party who has not had access to the information disclosed hereunder. 2. Proprietary Information shall be held in strict confidence by Receiving Party and shall not be used by Receiving Party except for (i) the purposes described in this Agreement, unless disclosure or further use is authorized or consented to in writing by Disclosing Party which consent shall not be unreasonably withheld or delayed and/or (ii) the case where disclosure of the same is required under applicable law or by a governmental order, rule or regulation or by the regulations of any relevant stock exchange or other governmental authority (provided that the Receiving party shall give written notice of such required disclosure to the other party prior to the disclosure). Such consent to disclose Proprietary Information to employees of Receiving Party or its affiliated company (“affiliated Receiving Party”) with a legitimate “need to know” and only for the purposes described in this Agreement is herewith given, but further consent shall be required for disclosure to others or authorization of use by others. For purposes of this Confidentiality Agreement, an "affiliated Receiving Party" means and includes a parent, if any, of Receiving Party and all present and future companies in which Receiving Party, or its parent, individually or collectively, directly or indirectly, through one or more intermediaries, owns or controls fifty percent (50%) or more of the outstanding stock having the right to vote for or appoint directors thereof. Prior to any use or disclosure of Proprietary Information by or to another, Receiving Party shall ensure that the recipient has entered into an agreement limiting the recipient's disclosure and use of Proprietary Information consistent with this Agreement. 3. To enable the Disclosing Party to disclose “technical data” to the Receiving Party in compliance with the requirements of the U.S. Commerce Department’s Export Administrative Regulations, the Receiving Party hereby gives its assurance to the Disclosing Party that the Receiving Party will not knowingly, unless prior written authorization is obtained from the Disclosing Party and the U.S. Commerce Department, export, re-export or otherwise disclose, directly or indirectly, any “technical data” (or computer software and any related documentation) received from the Disclosing Party which is not otherwise available to the general public, nor allow the direct product thereof to be shipped directly or indirectly, to any of the countries published on the restrictive list promulgated and amended from time to time by the U.S. Department of Commerce. Notwithstanding any other provision of this Agreement, this Paragraph 3 shall survive any termination or expiration of this Agreement. 4. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof or upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing Proprietary Information (including all copies thereof) have been destroyed. The Receiving Party understands that nothing herein (a) requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be disclosed if at all solely at the o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ption of the Disclosing Party, or (b) requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed. 5. No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. In particular, no licenses are hereby granted directly or indirectly under any patent, copyright, or trademark now held by or which may be obtained by, or which is licensable by Disclosing Party, including but not limited to, any license to make, use or sell any product embodying any Proprietary Information. No other existing Agreement between parties, if any, are modified or terminated by this Agreement. No warranty or representation is made by Disclosing Party hereto that any information transmitted by it hereunder is patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Disclosing Party hereto confers no right to Receiving Party to use in advertising, publicity, or otherwise any trademark or trade name of Disclosing Party, nor confers any authorization to Receiving Party to act as an agent on its behalf for any purpose. 6. This Non-Disclosure Agreement shall remain in full force and effect from the effective date indicated above. Either party may terminate this Agreement by giving the other Party sixty (60) days’ written notice. However the confidentiality obligations and all powers, rights and duties provided herein shall extend for a period of five (5) years following the termination of this Agreement. Neither Party shall assign this Agreement to any third party, without the prior written consent of the other Party. 7. The Parties acknowledge and agree that due to the unique nature of the Disclosing Party’s Proprietary Information, money damages will not be a sufficient remedy for a breach of this Agreement. Because a violation of any of the provisions of this Agreement will likely cause irreparable loss and harm which cannot be reasonably or adequately compensated by damages in an action at law, the Disclosing Party will be entitled to specific performance and injunctive relief or other appropriate equitable relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity to the Disclosing Party. 8. This Agreement shall be governed and construed in accordance with the laws of Delaware, without regard to conflicts of law principles. Any dispute, controversy and/or difference which may arise between the Parties out of or in relation to or in connection with this Agreement, or the breach thereof, which cannot be settled by amicable mutual accord without undue delay, shall be filed in the courts of Delaware. 9. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Proprietary Information, whether written or oral, expressed or implied. The Parties agree that this Agreement is se<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee’s termination of employment with either Financial Institution. e. “Person” shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof. f. “Potential Customer” shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee’s termination of employment with either Financial Institution. g. “Solicit”, “Solicited” or “Solicitation” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf. 4. Non-Disclosure of Confidential Information. During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization. Employee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization. Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or u<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>se, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, the Parties desire that all Purpose information provided by Anaheim (whether created by Anaheim or created for Anaheim’s use by a third party and whether or not specifically described in the prior paragraph) be treated by Respondent as Confidential Information under this Agreement. WHEREAS, the Parties desire that there be no oral or written disclosure to third parties of the nature and extent of such discussions and information exchange regarding the Purpose, including no oral or written disclosures to third parties of any such Confidential Information; however, to the extent disclosure is necessitated by law or otherwise, it shall be made on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Use of Confidential Information. The Parties agree that they will not use or disclose (and they will cause their respective employees, agents, affiliates, representatives and consultants not to use or disclose) in any form or for any reason any of the Confidential Information for any purpose that is not directly related to the Purpose described above. The Party receiving Confidential Information (“Recipient”) shall make use of the Confidential Information only for the Purpose and, except as provided below, shall not provide the Confidential Information to any other person without the express written consent of the party disclosing the Confidential Information (“Disclosing Party”). Recipient will notify each employee, agent, affiliate, representative, or consultant involved in the business discussions or who may have any occasion to view, handle, or obtain any of the Confidential Information, of the terms of this Agreement and shall require such person to enter into an agreement with terms similar to this Agreement. The Parties further agree that such Confidential Information will only be provided by Recipient to those of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representatives, or consultants with a need to know. The Parties acknowledge that Anaheim is a public entity subject to the California Public Records Act, and the Ralph M. Brown Act; except to the extent permitted by law, the Parties may, without violating this Agreement, disclose matters that are made confidential by this Agreement to governmental officials or the public as required by any law, regulation, order, rule, ruling or other requirement of law (“Law”). Notwithstanding the foregoing, if any Recipient receives a request for Confidential Information, Recipient shall give Disclosing Party prompt written notice at the address designated herein prior to any disclosure in sufficient time to allow Disclosing Party, at its sole cost and expense, to seek a protective order or other appropriate remedy concerning such disclosure. Recipient will disclose only such information as it determines is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Recipient is not<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> required to seek or obtain a judicial determination establishing confidential treatment, but it will cooperated in any efforts to do so by Disclosing Party. The address and phone number for notification to Anaheim is: City of Anaheim, Attention: Public Utilities General Manager, 201 South Anaheim Blvd., Suite 1101, Anaheim, California 92805 and (714) 765-5173. The address and phone number for notification of Respondent is: [Insert Respondent’s Contact Name, Phone, Address, and email]. 2. Confidentiality Period. This Agreement and Recipient’s duty to protect Confidential Information expires the longer of three (3) years from the date set forth above or after the conclusion of the Decommissioning of SONGS is completed, unless the Parties agree in writing to a different term. 3. Standard of Care. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information as Recipient uses to protect its own Confidential Information. 4. Identification. Recipient’s obligation shall only extend to Confidential Information that: (a) is marked as confidential at the time of disclosure; or (b) is unmarked (e.g. orally disclosed) but treated as Confidential Information at the time of disclosure. 5. Exclusions. This Agreement imposes no obligation upon Recipient with respect to information that: (a) was rightfully in Recipient’s possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by Disclosing Party to a third party without duty of confidentiality on the third party; (e) is independently developed by Recipient; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Disclosing Party’s prior written approval. 6. Rights. The supplying of Confidential Information shall not be considered to provide any license or proprietary rights, including any implied patent license or intellectual property rights in the property of the other by virtue of this Agreement. 7. Return or Destruction. Recipient will return to the Disclosing Party, upon demand or in the event either Party ceases to be interested in pursuing the Purpose, all Confidential Information provided to Recipient, including all copies thereof which may have been made by or on behalf of Recipient, and Recipient shall destroy, or cause to be destroyed, all notes or memoranda or other stored information of any kind prepared by Recipient relating to the Confidential Information or discussions generally. 8. Representations and Warranties. The Parties acknowledge that, except as may be set forth in a definitive, written agreement, neither Party nor any of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representatives, or consultants shall have been deemed to make, or shall be responsible for, any representations or warranties, express or implied, with respect to the accuracy or completeness of <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT R 2019/01 (Pls. fill in the form fields, print, sign and scan in color and email to your sales contact) between AdvanIDe companies worldwide and AdvanIDe Europe GmbH, & AdvanIDe Holdings Pte Ltd Am Klingenweg 6A 7 Temasek Boulevard Company Name 65396 Walluf Suntec Tower One #06-01 Address Line 1 Germany Singapore 038987 Address Line 2 ZIP / City & AdvanIDe Americas, Inc. Country 19 Sylvester Road, Natick, MA 01760 Contact Person Boston Contact e-Mail Company Website WHEREAS the Parties may have disclosed and will further disclose certain confidential information (hereinafter referred to as “Information“)for the purpose of (hereinafter referred to as “Business Purpose”). WHEREAS The Parties wish to define their rights and obligations with respect to said Information by establishing the basis upon which said Information and / or documents will be disclosed by one party (hereinafter referred to as the “Disclosing Party”) and received, held, safeguarded by the other party (hereinafter referred to as the “Receiving Party”). 1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party; v. or is required to be disclosed, retained or maintained by law or any regulation or any governmental organization. Confidential Information may also be handed out by a third party appointed by the Disclosing Party (i.e. manufacturer). 2. Both Parties shall I. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party´s own Information of like importance which is to be kept confidential; Confidential II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose; III. use the Information only for the Business Purpose unless the Disclosing Party gives its prior written consent to such Information being used for some other agreed purpose; IV. keep the Information, relating to the Disclosing Party, and any copies thereof secure and in such way so as to prevent unauthorized access by any third party, nor make any copies of it or reproduce it in any form; V. ensure that its employees and advisers comply with the obligations of non-disclosure arising from this Agreement; 3. Either Party shall have the right to refuse to accept any Information under this Agreement prior to any disclosure and nothing herein shall obligate either Party to disclose any particular Information. 4. All Information exchanged between the Parties pursuant to this Agreement shall upon respective request of the Disclosing Party either be returned to the Disclosing Party or be destroyed. On request the Receiving Party shall supply a written certificate signed by any of its directors confirming the destruction of the Information. 5. The Information, relating to the other party, shall remain the property of such other party (as Disclosing Party) and its disclosure shall not confer on the other party (as Receiving Party) any rights. No license is hereby granted by either party to the other party, directly or indirectly, under any patent, trademark, trade secret or other intellectual property. 6. The Parties disclaim any warranty for the correctness and completeness (including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement) regarding Information under this Agreement. 7. The Agreement shall continue in force for three years from the signing of this Agreement. Thereafter it shall automatically continue unless terminated upon thirty days prior notice in writing. The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years. 8. This Agreement shall be governed and construed by the laws of Singapore, without regard to any conflict of law principles leading to the application of the laws of any other jurisdiction. The Parties hereby submit to the exclusive jurisdiction of the courts of Singapore. 9. If any of the provisions of this Agreement are or become wholly or partly void, invalid or unenforceable, this shall not affect the validity of the remaining provisions. The provisions of this Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by the Parties hereto. The requirement of written form can only be waived in writing. 10. This Agreement may not be assigned by either party without the prior written consent of the other. 11. Insofar as one of the Parties undergoes a transformation by change in its legal form preserving its identity or by a change in legal personality due to merger, break up or transfer of assets this Agreement shall be continued with the newly formed legal successor or the legal successor taking over one of the Parties. Singapore, Date Place, Date Holger Roessner, Signatory Name AdvanIDe Europe GmbH & AdvanIDe Holdings Pte Ltd & AdvanIDe Americas, Inc<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party. 7. STANDARD OF CARE The parties agree to protect the confidential information of the other party using not less than the same standard of care that would be applied to its own proprietary, secret or confidential information and that the confidential information shall be stored and disclosed in such a way as to prevent unauthorised disclosure. 8. EXCLUDED INFORMATION The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. 9. BREACH Should either party (the “defaulting party”) breach any provision of this agreement and fail to remedy such breach within seven days after receiving written notice from the other party (the “aggrieved party”) requiring it to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled at common law or in equity including inter alia injunction and specific performance. Notwithstanding anything to the contrary contained in this agreement, neither party shall be entitled to cancel this agreement in any circumstances whatsoever. 10. ACKNOWLEDGEMENTS The parties acknowledge that the undertakings herein are fair and reasonable and are reasonably required to protect the other party’s confidential information. 11. GENERAL 11.1 Any failure or delay by either party in exercising any right, power or privilege in relation to any confidential information and/or pursuant to this agreement will not constitute a waiver of that right, power or privilege, nor will any single or partial exercise thereof preclude any further<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> exercise of that right, power or privilege. 11.2 This agreement constitutes the sole record of the agreement between the parties in regard to the subject matter thereof. 11.3 Neither party shall be bound by any exp<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ertakings contained in this Agreement; or 3.4 is properly received by the Receiving Party from a third party who is rightfully in possession of such Confidential Information and who is not bound by any obligation of confidence or secrecy; or 3.5 proved by documentary evidence as having been independently developed by the Receiving Party or its Affiliates with no knowledge of the Confidential Information. 4 All Confidential Information shall remain the property of the Disclosing Party and the disclosure of Confidential Information hereunder does not amount to the grant of a licence or similar right, any patent, copyright or design licence in favour of the Receiving Party. The Disclosing Party confirms that the Confidential Information is given by it in good faith but does not represent, warrant, arrange or undertake that the Confidential Information is accurate, up to date, exhaustive or complete on the subject matter concerned. 5 The Receiving Party hereby acknowledges that any breach by it of any of the provisions of this Agreement may cause serious damage to the Disclosing Party. In particular (but without limitation) it is recognised that parts of the Confidential Information may be patent able or capable of being the subject of registered design rights or similar protection and that premature disclosure thereof may prejudice the ability of the disclosing party to obtain such protection. The Receiving Party undertakes fully and effectively to indemnify and keep so indemnified the Disclosing Party for and against all loss, damage, costs and liabilities suffered or incurred by it arising from:- 5.1 the unauthorised disclosure of Confidential Information by the Receiving Party and any person to whom disclosure of such Confidential Information is permitted under Clause 2 of this Agreement; or 5.2 a breach by the Receiving Party of its obligations under this Agreement. The Parties acknowledge that damages will not normally be an adequate remedy for breach of any of the terms set out in this Agreement and that the Disclosing Party should be entitled to equitable relief including injunctions in respect of any breach by the Receiving Party. Any failure by the Disclosing Party in exercising any right, power or privilege hereunder shall not, nor shall any single or partial exercise thereof, preclude any exercise of any other right, power or privile<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ge. 6 The Receiving Party undertakes that the Confidential Information supplied to it under the terms of this Agreement shall only be copied or duplicated to the extent strictly necessary for the Permitted Purpose and that a restrictive legend shall be placed on each copy prohibiting further reproduction or transfers. Furthermore, any of the Confidential Information and copies, and any extracts, summaries or analyses thereof, shall be returned to the Discl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 – Non-Disclosure Agreement Please return signed agreement via email to [email protected] This Confidentiality Agreement and Agreement for the Release of Due Diligence Materials and Waiver of Claims (“Agreement”) is dated , by (“Buyer”) regarding the Dollar General Portfolio (the “Property”). 1. Marketing Representatives. Buyer is evaluating certain property owned by Owner for the purpose of purchasing the property from Owner (the “Transaction”), and, to assist Buyer in evaluating a possible transaction with Owner, Owner is prepared to make available to the Buyer certain confidential, non-public or proprietary information concerning the property and the tenants (the “Confidential Materials”). As a condition to the Confidential Materials being furnished to Buyer and its Representatives, Buyer agrees to treat the Confidential Materials in accordance with the provisions of this Agreement and to take or abstain 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 Representatives 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>its Representatives. 4. Disclaimer of Warranty. Neither Owner nor its Representatives has made or makes any representation or warranty regarding the accuracy or completeness of the Confidential Materials. Buyer agrees that neither Owner nor its Representatives shall have any liability to Buyer or any of its Representatives resulting from Buyer’s use of the Confidential Materials, except as may be expressly set forth in a definitive written agreement, between the parties hereto with respect to a Transaction in accordance with the terms hereof. 5. Release and Waiver of Warranties and Claims. Except as set forth herein, Buyer expressly acknowledges that the Confidential Materials are being provided solely as a courtesy and without any representation or warranty of any kind. As part of Buyer’s agreement to accept and use the Confidential Materials and Audit as such use is defined herein, and as consideration for the release of the Confidential Materials by Owner, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS, CLAIMS, CAUSES OF ACTION OR DEMAND BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE CONFIDENTIAL MATERIALS. 6. Due Diligence. Buyer acknowledges they will be conducting due diligence with regard to the Property and that such due diligence is the sole responsibility of Buyer. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Owner, the Property or the tenants of the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, protect, defend, and hold Owner and the Property harmless from and against any such breach of this Agreement. Without limitation on the foregoing, in no event shall Buyer contact any tenant of the Property without Owner’s express written consent. Owner shall have the right, at its option, to cause a representative of Owner to be present at all inspections, reviews and examinations conducted hereunder. 7. Remedies. Buyer acknowledges that if this Agreement is breached, Owner could not be made whole by monetary damages. Accordingly, Owner, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. Buyer shall reimburse Owner for all costs and expenses, including reasonable attorney’s fees, incurred by Owner if Owner successfully enforces the obligations of Buyer and its Representatives hereunder. 8. Brokerage Entities. Buyer has been advised that The Kase Group (“TKG”) is acting on behalf of Owner as broker (“Broker”) in connection with the proposed sale of the Property, and Owner has agreed to pay a commission to TKG upon a sale of the Property in accordance with a separate agreement between Owner and TKG. In the event the sale of the Property is consummated and the Buyer represented by a Buyer’s Broker as disclosed herein, TKG shall pay to Buyer’s Broker per a separate agreement out of the commissions received by TKG from Owner. Buyer and Buyer’s Broker agree to indemnify and hold harmless TKG and Owner, their respective affiliates, partners, subsidiaries, reasonable attorney’s fees arising out of any claim or claims by any broker, finder or similar agent (including but n<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>"Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identifie<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidenti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>al Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish 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|>itiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee. Standstill We agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. No Representation or Warranty Although the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company ("Sale Agreement") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect. We also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between us and the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto, and we hereby waive, in advance, any claims (including, without limitation, breach of contract) i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto. We also agree that unless and until a Sale Agreement between the Company and us with respect to the acquisition of the Company has been executed and delivered by us and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement for the matters specifically agreed to herein. For purposes of this Agreement, the term "Sale Agreement" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by us. No Solicitation During the period from acceptance of this agreement until the earlier of (a): the execution of a definitive agreement or (b) the date that is 45 days after the date of such acceptance, the Company and the officers, directors, employees and other representatives of the Company including JPM shall not directly or indirectly, solicit, initiate, or encourage any offers or proposals for the acquisition of the Company, or of any of the capital stock or all, or substantially all, of the assets of the Company, from third parties (an "Acquisition Proposal"). The Company may, however, participate in discussions or negotiations with, and provide confidential information to, a third party, if the Chairman of the Board of the Company determines in good faith, after receiving advice from the Company's financial advisor, that such third party has submitted a bona fide proposal or indication of interest that is, or could reasonably be expected to lead to, an Acquisition Proposal that is financially superior to the non-binding indication of interest contained in the letter of August 7, 1997 from Robert W. Cardy to Paul L. Foster; provided, however, that the Company agrees to inform us of the receipt of any such proposal. Legal Remedy We understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by us or our representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by us or our representatives but shall be in addition to all other remedies available at law or equity. Other This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. If you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter. Very truly yours, CARPENTER TECHNOLOGY CORPORATION By: /s/ G. Walton Cottrell Name: G. Walton Cottrell Title: Senior Vice President - Finance and Chief Financial Officer By: /s/ John R. Welty Name: John R. Welty Title: Vice President, General Counsel and Secretary Agreed and accepted this 11th of August, 1997 J.P. MORGAN SECURITIES INC., solely as Company's representative By: /s/ Donna M. Hitscherich Name: Donna M. Hitscherich Tit<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, dated as of May 21, 1996 is between Granite State Energy, Inc., with offices at 25 Research Drive, Westboro, MA, ("GSEnergy") and New England Power Company, with offices at 25 Research Drive, Westborough, MA ("Company"). WHEREAS, the Company and GSEnergy wish to discuss a prospective purchase of power for purposes of the New Hampshire Retail Competition Pilot Program (the "Prospective Purchase"); FOR GOOD AND VALUABLE CONSIDERATION, GSEnergy and the Company agree as follows: 1. In connection with the Prospective Purchase, the Company will provide GSEnergy with certain proprietary and commercially sensitive information and develop further such information with GSEnergy (all of the foregoing hereinafter referred to as "Information") which it wishes GSEnergy to maintain as confidential. GSEnergy agrees that it will safeguard such Information maintaining it confidential and not using it except for the purposes of such review and analysis. The term "Information" shall mean and includes all information in whatever form, provided for the purpose of GSEnergy's review and analysis, but is not information which: (a) is in the public domain at the time of disclosure to GSEnergy; or (b) enters the public domain after disclosure to GSEnergy, except where such entry is the result of a breach by GSEnergy of this Agreement; or (c) was already in the possession of GSEnergy prior to disclosure to GSEnergy and was not then subject to an obligation of confidence; or (d) is rightfully disclosed to GSEnergy by a third person. 2. GSEnergy agrees to maintain all Information in secrecy and confidence for a period of seven (7) years from the date of disclosure thereof, using the same degree of care as is used to protect its own Information. In no event will this degree of care be less than a reasonable degree of care. 3. If GSEnergy desires to use individuals not employed by GSEnergy, GSEnergy shall not disclose Information to these individuals without obtaining prior written approval from the Company and having appropriate non-disclosure agreements signed in form and substance satisfactory to the Company. 4. It will not constitute a violation of this Agreement for GSEnergy to disclose Information as required by a governmental body or a court of competent jurisdiction or as otherwise required by law, provided that the Company has been given notice of such requirement and been afforded a reasonable opportunity to contest it, if applicable. 5. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken, and the remainder of this Agreement shall remain in full force and effect. 6. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. 7. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document. 8. All notices from GSEnergy hereunder shall be in writing and delivered to the attention of Mr. Michael J. Hager, New England Power Company, 25 Research Drive, Westborough, MA 01582. All notices from the Company hereunder shall be in writing and delivered to GSEnergy at<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the above address. IN WITNESS WHEREOF, GSEnergy and the Company have caused this Agreement to be executed by their authorized representatives. GRANITE STATE ENERGY, INC. By: s/John H. Dickson Title: President NEW ENGLAND POWER COMPANY By: s/Jeffrey Tranen Title: President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 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 understood that, nothing herein shall restrict Seller from carrying on or transacting business with any such Person in respect of any Seller Exclusive Products. 4. No Disclosure of Proprietary Information. Seller hereby agrees that, during the Restricted Period, it will not, directly or indirectly, disclose to anyone, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information, except as permitted by Section 5 of this Agreement. Notwithstanding the foregoing, Seller may make disclosure of Confidential Information if Seller reasonably concludes<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> that public disclosure of Confidential Information is required by applicable legal requirements and Seller (i) gives Purchaser written notice of such proposed disclosure as far in advance of such disclosure as is reasonably practicable, (ii) cooperates reasonably with Purchaser in its efforts to protect the information from disclosure, including, without limitation, assisting Purchaser in obtaining, at Purchaser’s expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information, and (iii) limits its disclosure to the minimum required by applicable legal requirements unless Purcha<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 The LifeLine Canada Foundation Conflict of Interest Policy prior to commencing service with Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator Code of Conduct From the work and integrity of our organization and the services they provide, people will determine our reputation and ability to make an impact on the well-being of dogs and their handlers. The obligation of evaluators, trainers and volunteers to those we represent and serve will best be achieved through a common Code of Conduct to guide our professional practice. Therefore, compliance with this Code of Conduct is a requirement for all Companion Paws volunteers, trainers and evaluators. Volunteer, Trainer or Evaluator shall act fairly and be impartial and unbiased in their service to the Companion Paws and The LifeLine Canada Foundation and to the population of Certificants and candidates. Volunteer, Trainer or Evaluator shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteer, Trainer or Evaluator shall not speak or act on behalf of Companion Paws and The LifeLine Canada Foundation without proper written authorization from The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator shall support the decisions of Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator shall participate in the activities required of them to fulfill their charge(s) and serve the mission Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer or Evaluator shall be an advocate for the Companion Paws’ certification programs and support its mission. Volunteer, Trainer or Evaluator shall acknowledge that failure to uphold and abide by the Volunteer, Trainer or Evaluator Code of Conduct may result in removal from participation in the Companion Paws program and Volunteer, Trainer or Evaluator shall willingly accept their termination as discussed in the next section. Each individual Volunteer, Trainer and Evaluator shall: 1. When representing the LifeLine Canada Foundation, do so with professionalism, honesty, trustworthiness and respect. 2. Serve Companion Paws handlers or clients competently and proficiently with proper care, attention and encouragement. 3. Use professional judgment on behalf of each client or handler without regard to personal interests or interests of other clients or the desire of another person(s). 4. Be positive, calm and friendly at all times when communicating with The LifeLine Canada Foundation clients, handlers, trainers, evaluators, volunteers, assistants or anyone associated with The LifeLine Canada Foundation or our Companion Paws program. No yelling or aggression will ever be tolerated. 5. Where it is considered of benefit to the handler and/or dog, all communications between professionals with regard to clients and handlers shall be responsible, respectful, and effective while remaining confidential. 6. Co-operate with The LifeLine Canada Foundation and Companion Paws on any reported violation of our Code of Conduct. 7. All training techniques must be delivered in a positive reinforcement style manner and without using any tools that could cause harm, pain, fear or discomfort to the dog. Remedies Violation of this Agreement will be grounds for termination of service with Companion Paws and The LifeLine Canada Foundation. A Committee Chair plus any two members of the Executive Committee may elect to remove a volunteer or training and home provider at any time. The provisions of this Agreement and Volunteer, Trainer and Evaluator obligations hereunder shall survive any expiration, termination, or rescission of this Agreement and remain even after Volunteer, Trainer or Evaluator relationship with Companion Paws and The LifeLine Canada Foundation ends. Except as provided herein, Volunteer, Trainer o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r Evaluator is prohibited from disclosing or using any confidential information in all circumstances, including but not limited to subsequent engagements or employment with third parties. This Agreement shall be binding upon Volunteer, Trainer or Evaluator and Volunteer, Trainer or Evaluator personal representatives and successors in interest, and shall inure to the benefit of Companion Paws and The LifeLine Canada Foundation, its successors and assigns. Volunteer, Trainer and Evaluator acknowledges that a violation of the terms of this Agreement may cause damage and harm to Companion Paws and The LifeLine Canada Foundation and that any such damage or harm will be difficult if not impossible to calculate in monetary terms and will be irreparable to Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer and Evaluator agrees that, upon notice from Companion Paws and The LifeLine Canada Foundation declaring a breach of this Agreement, Volunteer, Trainer or Evaluator shall immediately cease all further activities which are, or are claimed by Companion Paws and The LifeLine Canada Foundation to be, a breach of this Agreement. Companion Paws and The LifeLine Canada Foundation may also avail itself of any other remedies available by law. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. Volunteer, Trainer or Evaluator Signature Volunteer, Trainer or Evaluator’s Name (Print)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>party in writing has authorized to receive Proprietary Information of disclosing party, and who agrees in writing to the satisfaction of disclosing party to be bound by the terms hereof. Proprietary Information may not be reproduced or copied, in part or in whole, without the prior written consent of the disclosing party. 6. All Proprietary Information (including any reproductions and copies thereof) shall remain the property of the disclosing party and shall be returned by the receiving party to the disclosing party upon request. No disclosure of any Proprietary Information hereunder shall be construed a public disclosure of such Proprietary Information by either party for any purpose whatever. The obligations imposed upon either party herein shall not apply to Information whether or not designated as Proprietary Information which is disclosed pursuant to a valid order of a court or other governmental body or any political subdivision thereof; provided, however, that the recipient of the order shall first have given notice to the disclosing party and made a reasonable effort to obtain a protective order requiring that the Information and/or documents so disclosed to be used only for the purposes for which the order was issued. 7. ADC and Polaroid agree to make full disclosure of any business dealings or arrangements with third parties, persons, or entities introduced by the other party in connection with such Confidential Information and/or projects. The spirit of mutual trust and confidence and equitable treatment, shall be the underlying principle of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> this undertaking, and ADC and Polaroid agree to adhere thereto. 8. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Proprietary Information disclosed to the receiving party. If the parties hereto decide to enter into any arrangement regarding any Proprietary Information develops herefrom it shall only be done on the basis of a separate written agreement between them. 9. ADC and Polaroid hereby agree not to circumvent, or to attempt to circumvent, this Agreement in an effort to deprive the other party to this agreement of fees, commissions or other remuneration, in connection with the use of Confidential Information and/or in pursuit of the above listed purposes and projects, and both parties shall indemnify the other against any circumvention or attempt to circumvent by the offending party. 10. The furnishing of Proprietary Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party. 11. In the event either party discloses, disseminates or releases any Proprietary Information received from the other party or threatens to do so, except as authorized hereunder, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the disclosing party may demand prompt return of all Proprietary Information previously provided to such party and obtain a preliminary and permanent injunction enjoining any such disclosure, dissemination or release. The provisions of this paragraph are in addition to any other legal right or remedies the party whose Proprietary Information has been disclosed, disseminated or released may have under federal or state law including without limitation, any claims for disclosing party's direct and consequential damages. The prevailing party in any dispute hereunder shall be entitled to its costs and expenses in connection with enforcement and any claim for damages for any violation of this Agreement, including its reasonable attorneys' fees and court costs. 12. The Designated Coordinator for: Polaroid Corporation Name: Address: City, State: Telephone: FOR Anonymous Data Corporation: James E. Beecham, MD, President Anonymous Data Corporation 4340 S. Valley View Drive, Suite 210 Las Vegas, NV 89103 Telephone: (702) 221-0756 Fax: (702) 227-8413 Each party may change its Designated Coordinator at any time during the term of this Agreement by notifying the Designated Coordinator for the other party in writing. All notices hereunder shall be in writing and mailed, faxed, or delivered to the Designated Coordinator at the place or fax number listed above. 13. This agreement shall be effective, covering all present and future negotiations by and between ADC and Polaroid concerning the use by ADC and Polaroid of such Confidential Information and/or projects from the date of this Agreement and shall continue for th<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>greements 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 -------------------------------- -----------------<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>--------------------------------------- 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|>ed in Sub-clause 1.1, each Party hereby agrees to the following confidentiality undertakings for and on behalf of itself and for and on behalf of the Party’s employees, advisors and representatives: • All Confidential Information received by a Party shall be held in complete confidence by such Party and by the Party’s directors, employees, advisors or representatives, and shall not without the prior written consent of the other Party be used for any purpose other than in connection with the purpose for which such Confidential Information was disclosed or received. • A Party shall not disclose any Confidential Information received by it to any person other than those of Party’s employees, advisors and representatives who are directly concerned with the purpose for which such Confidential Information was disclosed or received and who need to know such Confidential Information. • Each Party shall ensure (i) that all persons mentioned in Paragraph 1.2.2 above are made aware, prior to any disclosure, of the confidential nature of the Confidential Information and of the contents of this Agreement and (ii) [that such persons are bound by confidentially with respect to the Confidential Information as If they were a party to this Agreement. • The Parties shall have in effect and maintain adequa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>te security measures to safeguard the Confidential Information from unauthorized access, disclosure, use, and/or misappropriation. 1.3 Notwithstanding Sub-clause 1.1, the obligations undertaken by a Party under this Agreement to maintain confidentiality shall not apply to the extent that the Party is or becomes under an obligation to disclose Confidential Information (i) by order of a court of competent jurisdiction, or (ii) under statutory law including according to The Danish Access to Public Administration Files Act, provided that where possible the Party shall first notify the other Party of such obligation and upon request allow the other Party to advance any defense against such obligation where appropriate. In any event, a Party shall notify the other Party of any disclosure made under this Sub-clause 1.3 promptly after disclosure. 1.4 A Party shall promptly notify the other Party of, without limitation, any unauthorized access, use, copying or disclosure of Confidential Information of which a Party becomes aware and shall use its best endeavors to terminate such access, use etc. and shall provide all reasonable assistance requested by the other Party in this connection. 2. Intellectual property rights 2.1 All right, title and interest (including without limitation all intellectual property and other proprietary rights) throughout the world in and to any and all Confidential Information disclosed by a Party as well as inventions, discoveries, improvements, ideas, concepts, designs, know-how, data, code, software, products, information, documentation, techniques, materials and/or other work product in any form and on whatever media and any enhancements, upgrades, modifications and/or alterations thereto in any form, created, conceived, prepared, made, developed, originated and/or delivered (in whole or in part) by or for a Party shall belong exclusively and absolutely to such Party, its sub-contractors and/or licensors (as the case may be). 2.2 Nothing in this Agreement shall grant or be con<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on will be regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed can show by competent proof that such information (a) was at the time of disclosure, or subsequently became, through no fault of the receiving Party, known to the general public through publication or otherwise; or (b) was, subsequent to disclosure to a Party, lawfully and independently received by that Party from a third party who had the right to disclose it without restriction. Specific aspects or details of CONFIDENTIAL INFORMATION shall not be deemed to be within the public domain or in the possession of a Party merely because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the public domain or in the possession of a Party. In addition, any combination of CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the possession of a Party merely because individual elements thereof are in the public domain or in the possession of that Party unless the combination and its principles are in the public domain or in the possession of that Party. 2. Any Party, at its discretion, may disclose to another Party any CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment, believes is sufficient to enable the receiving Party to arrive at conceptions, ideas, innovations, discoveries, inventions, compositions, biological material, biological methods, whether or not patentable or susceptible to any other form of legal protection, during performance Under the IRA. Any Party may also cause such disclosures to be made to the other Party on behalf of the disclosing Party by third parties who are Under obligations of confidentiality to the disclosing Party; such disclosures from third parties shall be deemed to be disclosures by the disclosing Party. 3. In consideration of each and every disclosure of CONFIDENTIAL INFORMATION, the Parties agree to: (a) treat as confidential and to preserve the confidentiality of all CONFIDENTIAL INFORMATION; (b) use any and all CONFIDENTIAL INFORMATION solely in connection with the performance of the IRA and for no other purpose; (c) make no disclosures of any CONFIDENTIAL INFORMATION to any party other than officers and employees of a Party to this IRA; (d) limit access to CONFIDENTIAL INFORMATION to those officers and employees having a reasonable need for such INFORMATION and being boUnd by a written obligation to maintain the confidentiality of such INFORMATION; and (e) maintain in confidence any information regarding the nature or scope of any transaction between the Parties, except to the extent such information must be disclosed pursuant to law, and then only after notifying the other Party of such requirement. Any obligation imposed by this paragraph 3 may be waived in writing by a Party as to particular CONFIDENTIAL INFORMATION and to a particular use or disclosure. Any such waiver will have a one-time effect and will not apply to any subsequent situation regardless of its similarity. 4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing Party and, upon request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any part or reproduction thereof. 5. The obligations of each and every Party, and each employee and officer of each Party Under this Agreement will expire five (5) years from the termination of the JRA. 6. This Agreement is subject to the laws (excluding conflicts rules) of th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e State of New York. 7. The terms and provisions of this Agreement will inure to the benefit of the Parties, their respective successors and assigns and will be binding on said successors and assigns. This paragraph notwithstanding, neither Party may disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior written consent of the disclosing Party. 8. The Parties understand and agree that no right or license under any patent, patent application, or know-how is granted to any other Party or any other person by this Agreement or by any disclosure of any CONFIDENTIAL INFORMATION. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. For: NANOLUTION, LLC For: NATURALNANO INC. By: /s/ John Lanzafame By: /s/ Michael Riedlinger ----------------------------- ----------------------- Name: John Lanzafame Name: Michael Riedlinger Title: President Title: President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ation concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer. Notwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information. 5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing: (a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information; (b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and (c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller. As used in this Agreement, the terms "Seller's Confidential Information" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business in-cluding, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers. ARTICLE VI MISCELLANEOUS 6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below: If to Seller, to: ENTEX Information Services, Inc. Six International Drive Rye Brook, N.Y. 10573 Facsimile No.: (914) 935-3720 Attention: Lynne A. Burgess, Esq., Senior Vice President and General Counsel with a copy (which shall not constitute notice to Seller) to: Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Facsimile No.: (212) 269-5420 Attention: Gerald S. Tanenbaum, Esq. If to CompuCom, to: CompuCom Systems, Inc. 7171 Forest Lane Dallas, Texas 75230 Facsimile No.: (972) 856-5395 Attention: Ms. Lazane Smith, Senior Vice President and Chief Financial Officer with a copy (which shall not constitute notice to CompuCom) to: Strasburger & Price, L.L.P. 901 Main Street, Suite 4300 Dallas, Texas 75202 Facsimile No.: (214) 651-4330 Attention: Frederick J. Fowler, Esq. or to such other address as such party shall have designated by notice so given to each other party. 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto. 6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable. 6.4 Entire Agreement. This Agr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement. 6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. 6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith. IN WITNESS WHEREOF, the parties <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Recipient to be confidential;] [(b) the terms [(but not the existence)] of this Agreement; and]5 [(c) [specify other confidential information here];] “Permitted Purpose” means input with respect to Purpose being input with respect to input with respect to Urban Wind Turbines “ TM “ and “Term” means the term of this Agreement. 2. Term This Agreement will come into force on the [date of its execution]6 and will continue in force [indefinitely, unless and until terminated in accordance with Clause [5] / until [date] [event], upon which it will terminate automatically, unless terminated in accordance with Clause [5]]. 3. Confidentiality obligations 3.1 The Recipient agrees and undertakes: (a) that it will keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Discloser's prior written consent[, and then only under conditions of confidentiality no less onerous than those contained in this Agreement]; (b) that it will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and [(c) that it will act in good faith at all times in relation to the Confidential Information, and will not use any of the Confidential Information for any purpose other than the Permitted Purpose.] 3.2 Notwithstanding Clause [3.1(a)], the Recipient may disclose the Confidential Information to its [officers, employees, professional advisers, insurers, agents and sub-contractors] [who have a need to have access to the Confidential Information for the performance of their work with respect to the Permitted Purpose and] who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information. 3.3 This Clause [3] imposes no obligations upon the Recipient with respect to Confidential Information which: (a) is known to the Recipient before disclosure by [or on behalf of] the Discloser, and is not subject to any obligation of confidentiality; (b) is or becomes publicly known through no act or default on the part of the Recipient; or [(c) is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of a duty of confidence.] 3.4 The restrictions in this Clause [3] do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, judicial or governmental request or order, or pursuant to the disclosure requirements relating<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> to the listing of the stock of the Recipient on any recognised stock exchange. 4. Warranties 4.1 The Recipient warrants to the Discloser that it has the legal right and authority to enter into and perform its obligations under this Agreement. 4.2 The Discloser warrants to the Recipient that it has the legal right and authority to enter into and perform its obligations under this Agreement. 4.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract. 5. Termination 5.1 [Either party] may terminate this Agreement [forthwith] at any time by giving written notice of termination to the other party. 5.2 Upon termination: [(a) the Recipient will immediately cease to use the Confidential Information; and] (b) all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 3, 5.2 to 5.4, and 6]. [5.3 Within [5] working days following the date of effective termination of this Agreement the Recipient will destroy or return to the Discloser (at the Discloser's option) all media containing Confidential Information, and will irrevocably delete and remove all Confidential Information from its computer systems.] 5.4 Termination of this Agreement will not affect either party’s accrued rights as at the date of termination. 6. General 6.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. 6.2 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>xisting agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party. 12.2 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their personal representatives, administrators, executors, heirs, successors and assigns. 12.3 Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party's rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof. 12.4 Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by fa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>csimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to: Buyer: Vertel Corporation 21300 Victory Boulevard Suite 700 Woodland Hills, California 91367 Attention: Chief Executive Officer Fax No.: (818) 598-0104 With a copy to: David J. Katz, Esq. Perkins Coie LLP 1620 26/th/ Street 6/th/ Floor Santa Monica, California 90404 Fax No.: (310) 788-3399 Covenantor: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: With a copy to: ---------------------------------------------------------------------------------------------<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades. ARTICLE IV Acceptance of Product Orders CompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract. ARTICLE V NON-DISCLOSURE 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing: (a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and (b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information. As used in this Agreement, the terms "CompuCom's Confidential Information" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilitie<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or b. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any C<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ustomer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: a. supervising those who provide Banking and Financial Services to Customers or Potential Customers; b. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Confidential Information includes, without limitation, information in tangible or intangible form relating to its installations, work and projects effectively carried out in such installations, accessible information by means of DISCLOSING PARTY's computer systems, including, without limitation, (v) finances, financial models, business plans and marketing plans, reports, clients, pricing information, suppliers, machinery, processes organization and current <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>products or products in process, and information received from others that DISCLOSING PARTY is obligated to treat as confidential. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tent, copyright, trade secret, trademark or other intellectual property right. 6. Return of Confidential Information. Upon the earlier of (i) the completion or (ii) the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information disclosed or made available by the Disclosing Party, in any form and including, all Notes, save to the extent that regulation, applicable rule, law or record retention policy requires retention of such material. Upon request, the Receiving Party shall certify in writing that it has returned or destroyed all Confidential Information in accordance with this paragraph 6, disclosed or made available by the Disclosing Party. 7. No Warranty; Obligations. No representations, warranties or other assurances are given by the either party with respect to the completeness or accuracy of any information or materials provided to the other party. Except for the obligations of the parties specifically set forth in this Agreement, 8. Duration. The obligations undertaken by each party under this Agreement will be continuing and in particular shall survive termination of any discussions or negotiations between the parties regarding the funding activities following written notice from one party to the other party expressly terminating this Agreement. 9. Governing Law; Remedies. This Agreement, including, without limitation, the performance and enforceability hereof, shall be governed by and construed in accordance with the laws of England & Wales. Each Receiving Party acknowledges that a violation of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party and that the Disclosing Party may have no adequate remedy at law. Accordingly, each party agrees that the Disclosing Party shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to seek injunctive relief or similar such orders in any court of competent jurisdiction directing or prohibiting certain acts which may be necessary to protect the Confidential Information and the Disclosing Party. This Clause 9 shall not apply for the mere evaluation of non-patented, non-copyrighted information such as Business Plans, Business Proposals etc that have no quantifiable valuation nor unique intellectual value. This Clause 9 shall apply to valuable contacts introduced by either Party with regards to investors, bankers, financiers and other professionals. 10. Miscellaneous. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. No provision of this Agreement may be amended, modified or waived except in writing signed by the party sought to be bound. No custom or course of dealing shall cause a modification of this Agreement. The paragraph headings used herein are for convenience of reference only and will not affect the interpretation or construction of this Agreement. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of any rights or remedies available to such party or its right to subsequently enforce such provision or any other provision of this Agreement. Each party is responsible for their own costs and expenses in relation to fulfil<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ling the aim and intention of this agreement and any meetings arising thereof. 11. Non-Circumvention and Non-Competition 11.12. No Party to this Agreement may directly or indirectly circumvent, compete with, interfere with, avoid, by-pass or obviate the interests of, or cause, support, or entice any other person(s) to circumvent, compete with, interfere with, avoid, by-pass or obviate the interests of, the other Party to this Agreement by entering into any arrangement with persons or entities introduced to that Party by the other Party in connection with the Opportunity, without first obtaining the written consent of the other Party. 11.13. Clause 11.1 shall apply to al<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lf of Khronos, and not specifically designated as non-Confidential by the providing party, including all versions and revisions of draft specifications and any passwords and minutes provided to either Participant or Khronos under this agreement. Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. “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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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) to any other person or entity any Confidential Information, or that the Company or any of its Representatives have received or otherwise been provided access to Confidential Information by any other party. The Company further agrees that it and its Representatives will not in any way cause or encourage another person to disclose ABRH’s Confidential Information to any person or entity or judicial or administrative agency or body for any reason whatsoever unless required to do so pursuant to legal process. The Company will only use ABRH’s Confidential Information for the transaction contemplated above and will only disclose ABRH’s Confidential Information to its Representatives who need to know such information and who are informed of the terms of this Agreement and are directed to keep such Confidential Information confidential. The Company will be responsible for any breach of the terms of this Agreement by its Representatives. The Company will not, without ABRH’s written consent, disclose or issue any news release, announcement, denial, or confirmation of this Agreement or any actual or potential business negotiation or relationship between the parties. The Company and its Representatives receiving Confidential Information from ABRH will protect ABRH’s Confidential Information from both unauthorized use and disclosure by exercising at least the same degree of care that is used for similar information of its own, but no less than reasonable care. (a) Exclusions. The term, “Confidential Information”, does not include, and the Company has no obligation to protect information which is (i) known to or acquired by the Company before disclosure under this Agreement; (ii) independently developed by the Company without relying on ABRH’s Confidential Information; (iii) or becomes part of the public domain (other than as a result of disclosure by the Company or its Re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>presentatives in violation of this Agreement) or lawfully obtained from a third party who is not, to the Company’s knowledge, under an obligation of confidentiality to ABRH with respect to such information; (iv) free of confidentiality restrictions by written agreement of ABRH; or (v) required to be disclosed by any law, government regulation, or judicial or other governmental order, provided that, if legally permissible, the Company provides reasonable advance written notice to ABRH to afford ABRH the opportunity to seek a protective order or waive compliance with the provisions of this Agreement. If the Company becomes legally obligated or receives a subpoena or other legal demand issued by a court of competent jurisdiction or governmental body to disclose any Confidential Information, it shall cooperate with ABRH in seeking a protective order or other appropriate remedy, and shall use reasonable efforts to protect the confidential and proprietary status of any disclosed Confidential Information. ABRH will reimburse the Company and its Representatives for reasonable out-of-pocket expenses incurred in connection with its compliance with the immediately preceding sentence. 4. Nature of Relationship. ABRH has no obligation to disclose any Confidential Information that it owns or possesses to the Company or its Representatives under this Agreement. Neither party has any obligation to enter into any transaction with the other. Furthermore, ABRH warrants that it has the right to disclose its own Confidential Information, but does not otherwise make any representation as to their accuracy or completeness. All Confidential Information of ABRH will remain the sole and exclusive property of ABRH. This Agr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>vely ascribe thereto by Section 736 of the Companies Act 1985 (and includes a subsidiary undertaking as defined in Section 258 of the Companies Act 1985); or (b) to any governmental or regulatory authority having a right to require the same or to any recognised Stock Exchange, in compliance with the rules and regulations thereof or to the extent required by law (provided that the Receiving Party shall prior to such disclosure inform the Disclosing Party in writing of such requirement (including a confirmation that the Disclosing Party’s legal advisers’ opinion is that such disclosure is required) and shall disclose only such Confidential Information as is necessary to comply therewith); or (c) to its employees and officers and to its outside professional advisers or the employees, officers or outside professional advisers of its Affiliates directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose provided that prior to any disclosure of Confidential Information under the paragraphs (a) to (c) above, the Receiving Party shall ensure that each recipient thereof is made aware of the confidential nature of the Confidential Information and the Receiving Party shall assume full responsibility for the actions of its Affiliates, employees and officers and professional advisors. 3 The undertakings contained in Clause 2 of this Agreement shall not apply to such of the Confidential Information as: 3.1 is at the time of being obtained by the Receiving Party within the public domain other than as a result of breach of this Agreement; or 3.2 is proved by documentary evidence as being at the time of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Agreement already lawfully in the possession of the Receiving Party; or 3.3 after being obtained by the Receiving Party comes within the pubic domain other than by reason of a breach by any Party of the undertakings contained in this Agreement; or 3.4 is properly received by the Receiving Party from a third party who is rightfully in possession of such Confidential Information and who is not bound by any obligation of confidence or secrecy; or 3.5 proved by documentary evidence as having been independently developed by the Receiving Party or its Affiliates with no knowledge of the Confidential Information. 4 All Confidential Information shall remain the property of the Disclosing Party and the disclosure of Confidential Information hereunder does not amount to the grant of a licence or similar right, any patent, copyright or design licence in favour of the Receiving Party. The Disclosing Party confirms that the Confidential Information is given by it in good faith but does not represent, warrant, arrange or undertake that the Confidential Information is accurate, up to date, exhaustive or complete on the subject matter concerned. 5 The Receiving Party hereby acknowledges that any breach by it of any of the provisions of this Agreement may cause serious damage to the Disclosing Party. In particular (but without limitation) it is recognised that parts of the Confidential Information may be patent able or capable of being the subject of registered design rights or similar protection and that premature disclosure thereof may prejudice the ability of the disclosing party to obtain such protection. The Receiving Party undertakes fully and effectively to indemnify and keep so indemnified the Disclosing Party for and against all loss, damage, costs and liabilities suffered or incurred by it arising from:- 5.1 the unauthorised disclosure of Confidential Information by the Receiving Party and any person to whom disclosure of such Confidential Information is permitted under Clause 2 of this Agreement; or 5.2 a breach by the Receiving Party of its obligations under this Agreement. The Parties acknowledge that damages will not normally be an adequate remedy for breach of any of the terms set out in this Agreement and that the Disclosing Party should be entitled to equitable relief including injunctions in respect of any breach by the Receiving Party. Any failure by the Disclosing Party in exercising any right, power or privilege hereunder shall not, nor shall any single or partial exercise thereof, preclude any exercise of any other right, power or privilege. 6 The Receiving Party undertakes that the Confidential Information supplied to it under the terms of this Agreement shall only be copied or duplicated to the extent strictly necessary for the Permitted Purpose and that a restrictive legend shall be placed on each copy prohibiting further reproduction or transfers. Furthermore, any of the Confidential Information and copies,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Section 10, an "Other Offer" shall mean an unsolicited offer concerning a Sale received by the Company during the Exclusivity Period which, pursuant to its fiduciary obligations, the Board of Directors of the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Company concludes, after receiving the advice of outside counsel and financial advisers, that it must consider and respond to prior to the expiration of the Exclusivity Period. The Company may consider and respond to an Other Offer prior to the expiration of the Exclusivity Period provided it (i) promptly advises BBY of the receipt of such Other Offer and the Board's conclusions with respect thereto, (ii) promptly advises BBY of the terms of such Other Offer, including the identity of the offeror, and (iii) considers at the same meeting at which such Other Offer is to be considered any amended offer submitted by BBY for consideration by the Company's Board of Directors. Nothing contained in this Section 10 shall prohibit the Company or its Board of Directors from taking and disclosing to its shareholders a position with respect to an Other Offer as contemplated by Rule 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended. In connection with any such Other Offer, the Company will only provide information to such third party if such third party has executed a confidentiality agreement in substantially the same form as the confidentiality provisions of this Agreement, and BBY is provided with copies of all information given to the other party which was not previously provided to BBY. The Company will not release any third party from, or waive any provisions of, any confidentiality or stand<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 day of ,, by and between SOLUBEST LTD., a company organized under the laws of the State of Israel of 18 Einstein Street, Ness Ziona 74140, Israel (jointly and severally, the "Disclosing Party") on the one hand, and , a company organized under the laws of of (the "Receiving Party"), on the other hand. WHEREAS, the Disclosing Party is the developer and owner of proprietary information and a technology referred to as Solumer, with respect to the field of Nano-formulations (the "Confidential Information”); and WHEREAS, Disclosing Party may wish to disclose to Receiving Party, and Receiving Party may wish to receive from Disclosing Party, Confidential Information for the sole purpose of evaluation by the Receiving Party in contemplation of a possible future business relationship between the parties hereto; and WHEREAS, this Agreement is intended to govern the terms and conditions under which the Confidential Information will be disclosed and treated by the parties. NOW, THEREFORE, the parties agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION. 1.1 Definition. The term "Confidential Information" shall include and mean any and all information, data, product plans, diagrams and know-how programs furnished at any time by the Disclosing Party or by any of its affiliates to the Receiving Party; whether in oral, written, grap<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hic or machine-readable form, including but not limited to current or projected components, parts, software, hardware, technical and other data, research material, inventions, discoveries, designs, drawings, concepts, procedures, uses of materials, ideas, diagrams, marketing plans, brochures, photographs, processes, combinations, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques. 1.2 Exclusions. The following shall not be considered Confidential Information: (a) information that was in the public domain at the time it was disclosed; (b) information that can be demonstrated by documentary evidence to have been known to the Receiving Party at the time of disclosure with no obligation of confidence; and (c) information that becomes known to the Receiving Party from a source other than the Disclosing Party, as demonstrated by appropriate documentation, without breach of any obligation of confidence by the Receiving Party; for the avoidance of doubt it is clarified and agreed that the combination of any two materials or use thereof for a certain purpose shall be considered "Confidential Information" to the extent that such specific combination for such specific purpose is not excluded from the Confidential Information under the provisions of this Section 1.2, whether or not the individual, uncombined materials or use thereof are so excluded. 2. NON-DISCLOSURE. The Receiving Party acknowledges that the Confidential Information contains valuable trade and technical secrets of the Disclosing Party. The Receiving Party shall not copy (in whole or in part), sell, assign, lease, license, disclose, give or otherwise transfer the Confidential Information or any copy thereof to any third party or otherwise use the Confidential Information other than for the purpose intended under this Agreement. The Receiving Party may disclose the Confidential Information only to employees or consultants of the Receiving Party to have a “need to know” the Confidential Information in order to enable the Receiving Party to use the Confidential Information for the purpose intended under this Agreement and are legally bound not to use or disclose the Confidential Information for any other purpose. The Receiving Party shall treat the Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. This obligation shall be binding on all employees, officers, subsidiaries, affiliates or successors of the Receiving Party and shall continue for a period of five years from the date that the Confidential Information is provided to the Receiving Party, regardless of whether the Agreement has been terminated. The Receiving Party may disclose Confidential Info<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT This Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the "Agreement" is made this 6th of February, 1999 by and between High Spee<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the "Parties", shall include both disclosing party and informed party without prejudice. Whereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit. Now, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever. a) Each Party, for itself and its associates as defined below, represents and warrants<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (this “Agreement”) is dated as of March 31, 2012 between Integrated Device Technology, Inc., a Delaware corporation (“IDT”), and PLX Technology, Inc., a Delaware corporation (“PLX”). IDT and PLX may work together to evaluate a possible strategic transaction involving IDT and PLX (“Proposed Transaction”). As used in this Agreement, the party disclosing Confidential Information, as defined below, is the “Disclosing Party” and the party receiving the Confidential Information is the “Recipient”. 1. During the evaluation of the Proposed Transaction, the Recipient agrees to treat confidentially information that is furnished by either the Disclosing Party or its Representatives (as defined below) to the Recipient or the Recipient’s subsidiaries or its or their respective directors, officers, partners, employees, agents, representatives, including, without limitation, financial advisors, counsel, accountants, experts, and consultants (collectively, “Representatives”) in connection with the Proposed Transaction, together with notes, analyses, compilations, studies or other documents prepared by the Recipient or by its Representatives to the extent they contain or otherwise reflect such information or the Disclosing Party’s review of, or interest in, the Recipient (“Confidential Information”). 2. The Confidential Information will be used solely for the purposes of evaluating the Proposed Transaction, provided, however, that the Recipient may disclose any Confidential Information to its Representatives who need to know such information for the purpose of evaluating the Proposed Transaction. Prior to disclosing the Confidential Information to any Representative, however, the Recipient shall inform the Representative of the confidential nature of such information and undertake reasonable efforts to cause them to treat such information on a confidential basis. The Recipient shall be responsible for the breach of this Agreement by its Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives, and shall take all reasonable measures to restrain its Representatives from unauthorized disclosure of the Confidential Information. The Disclosing Party and its Representatives shall otherwise have no recourse against any of the Recipient’s Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives. 3. The public disclosure of the Proposed Transaction could have a material adverse effect on IDT’s and PLX’s businesses if, for any reason, a definitive agreement with respect to such transaction is not consummated. Accordingly, each party agrees that without the prior written consent of the other, it will not, and it will dir<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ect its Representatives not to, disclose to any person, other than its Representatives, either the fact that discussions or negotiations are taking place concerning the Proposed Transaction between IDT and PLX or any of the terms and conditions with respect to the Proposed Transaction and no Confidential Information will be provided to such persons. The term “person” shall be broadly interpreted to include, without limitation, any corporation, governmental agency or body, partnership or individual. 4. The parties hereby acknowledge that they are aware that the United States securities laws prohibit any person who has received from an issuer material, non-public information of the type which is the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person will purchase or sell such securities. 5. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder. 6. Upon the Disclosing Party’s written request, the Recipient shall promptly destroy or return to the Disclosing Party<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t, trade secret or other proprietary rights of the Disclosing Party. Title to the Disclosing Party's Confidential Information shall remain solely in the Disclosing Party. 6. TERMINATION. This Agreement may not be terminated except following Withdrawal by the Investor pursuant to the terms of the LLC Agreement. The obligations of confidentiality and limitations on use under this Agreement shall survive termination of this Agreement for a period of five (5) years from the execution of this Agreement; PROVIDED, HOWEVER, notwithstanding the term of this Agreement, any provisions hereof that by their nature extend beyond such term or termination shall remain in effect beyond such term or termination under this Section 6 until fulfilled and shall apply to either Party's successors and assigns. 7. EQUITABLE RELIEF. Each Party agrees that money damages would not be a sufficient remedy for breach of the confidentiality and other obligations of this Agreement. Accordingly, in addition to all other remedies that each Party may have, each Party shall be entitled to specific performance and injunctive relief or other equitable relief as determined by a court of competent jurisdiction as a remedy for any breach of this Agreement. Each Party agrees to waive any requirement for a bond in connection with any such injunctive or other equitable relief. 8. GOVERNING LAW. This Agreement and performance thereunder shall be governed by the laws of the State of Delaware, excluding its conflicts of laws rules. 9. THIRD PARTY BENEFICIARIES. This Agreement may be enforced by any Member of the Company with respect to any information or data regarding such Member disclosed by the Investor m violation of this Agreement. Except as set forth in the preceding sentence, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third party beneficiary contract. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. COMPANY: <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>DUNC, LLC By: /s/ Michael S. Praven Name: Michael S. Praven Title: Vice President INVESTOR: NORTHWEST AIRLINES, INC. By: /s/ A.M. Lenza Name: A.M. Lenza Title: Vice-President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ceeds to substantially all of the business or assets of the Purchaser, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Purchaser or otherwise, including, without limitation, by operation of law. (E) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws that would result in the application of the laws of another jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted. Each of the parties hereby<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> unconditionally and irrevocably waives the right to a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court. (F) Recovery of Attorneys' Fees and Costs. If any action for breach of or to enforce the provisions of this Agreement is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such attorneys' fees and costs shall be paid by the non-prevailing party in such action. (G) Headings. The headings to the paragraphs of this Agreement are intended for the convenience of the parties only and shall in no way be held to explain, modify, amplify or aid in the interpretation of the provisions hereof. (H) Severability. The provisions of this Agreement shall be deemed severable and if any portion hereof shall be held invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the remainder shall not thereby be invalidated but shall remain in full force and effect. (I) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. NATIONAL INVESTMENT MANAGERS INC. By: Name: Title: ------------------------------- JOHN ERMILIO [SIGNATURE PAGE - NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT - JE]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT This agreement is effective as of March 10, 1997 by and between Delta Steel, Inc., a Texas corporation, hereafter referred to as "Delta" or "party", and FWT, Inc., a Texas corporation, hereafter referred to as "FWT" or "party". WITNESSETH: 1.0 Both parties understand the nature and character of this Agreement, and intend for this to be a fully binding agreement. The parties may use all legal means at their disposal to enforce this Agreement. Reference to Delta and FWT includes any subsidiary, affiliated or parent companies, and the directors, officers, employees, agents, representatives and contractors of the respective companies. 1.1 "Period of Affiliation", as used below, refers to the period of the business relationship between the parties under the Cooperative Production Agreement dated March 10, 1997. 1.2 Consideration for compliance with this Agreement is the opportunity to work under the aforementioned Cooperative Production Agreement and any remuneration in any form agreed to by the parties. This Agreement is intended to extend beyond the Period of Affiliation. 2.0 Both parties agree that its representatives and employees will not at any time, either during or subsequent to the Period of Affiliation, eith<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>er directly or indirectly, disclose to others or use any secret, confidential or proprietary information and know-how of the other party (whether or not developed by the other party) without that party's written consent. The term "secret, confidential or proprietary information and know-how" shall include, but shall not be limited to, company plans, customers, costs, programs, prices, computer programs and methods used, developed, investigated, made or sold, at any time, either before or during the parties' Period of Affiliation. 2.1 Salary and compensation information is considered confidential and proprietary information, and is fully subject to the disclosure restrictions of this Agreement. 3.0 The rights and obligations of the parties hereto shall be construed under the laws of the State of Texas and shall be binding upon the heirs, legal representatives and assigns with respect to the subject matter thereof. No changes to this Agreement shall be effective unless made in writing and executed by both parties. DELTA STEEL, INC. FWT, Inc. P.O. Box 2289 P.O. Box 8597 Houston, TX 77252 Fort Worth, TX 76124 BY: /s/ R. A. EMBRY BY: /s/ T. W. MOORE TITLE: PRESIDENT TITLE: PRESIDENT DATE: 3/10/97 DATE: 3/31/97<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 may not assign or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party, such consent not to be unreasonably withheld. (c) Construction. While the Parties hereto believe that the terms hereof are fair, reaso<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nable and enforceable in all respects, it is agreed that in the event that any provision of this Agreement is found to be invalid, void or unenforceable, unless such provision materially affects the intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect the validity of this Agreement nor the remaining provisions herein. (d) Governing Law. 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|>The Receiving Party may disclose Confidential Information on a need to know basis to its and its affiliates’ officers, directors, employees, consultants and advisors (including, without limitation, financial advisors, investment banks, the agents and lenders under the Receiving Party’s existing credit facilities, attorneys and accountants) (“Representatives”) who have a need to know such information for purposes of evaluation and completion of the Transaction; provided that such Representatives shall be bound by terms of confidentiality and non-use consistent with those set forth in this Agreeme<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ll notes, analyses, compilations, studies or other documents prepared by the Receiving Party which contain or reflect such information. The existence of the Purpose of this Agreement, this Agreement and the terms contained herein shall be deemed to be Confidential Information under this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. 2. Non-Use; Protection and Dissemination of Confidential Information. Each party hereto agrees not to use the Confidential Information received by such party as a Receiving Party other than for the Purpose of this Agreement. Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and (c) not reproduce, copy or photograph any document or other medium which contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other’s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. As a condition to such disclosure, the Receiving Party must inform its employees and representatives of the confidential nature of the Confidential Information and the terms of this Agreement and each representative of a Receiving Party that receives Confidential Information must agree in writing to be bound by the terms of this Agreement as is the Receiving Party. Each party hereto is responsible for any breach of this Agreement by its employees and representatives. The Receiving Party agrees to promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information. 3. Ownership and Return. All Confidential Information is and will remain the exclusive property of Disclosing Party, and no right or license is granted to Receiving Party with respect to any Confidential Information. Upon the termination by either party of discussions concerning the Purpose of this Agre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. Upon request, the fact of any such destruction must be certified in writing to the Disclosing Party by an officer of the Receiving Party. Nothing in this Agreement obligates either party hereto to disclose any information to the other or creates any agency or partnership relation between them. 5. Compelled Disclosure. If either party hereto, as Receiving Party, is requested or required by legal or administrative process to disclose any Confidential Information of the Disclosing Party, such Receiving Party will promptly notify the Disclosing Party of such request or requirement so that such Disclosing Party may seek an appropriate protective order or other relief. In any case, such Receiving Party will (a) disclose only that portion of the Confidential Information which the Receiving Party’s legal counsel advises is required to be disclosed, (b) use best efforts to ensure that such Confidential Information is treated confidentially, and (c) notify such Disclosing Party as soon as reasonably practicable of the items of Confidential Information so disclosed. 6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 7. Remedies. Each party hereto acknowledges that remedies at law may be inadequate to protect the other party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the parties hereto, agrees to the granting of injunctive relief in favor of the other without proof of irreparable harm or the posting of any bond. In the event of litigation commenced by a party to enforce this Agreement, the primarily prevailing party will be entitled to recover its costs and expenses in such litigation, including attorneys’ fees and expenses. 8. Transaction. Both parties agree that unless and until final, written definitive agreements regarding a specific transaction between the parties have been executed and delivered, neither party will be under any legal obligation of any kind whatsoever to extend or expand the relationship beyond the Purpose of this Agreement, except for the matters specifically agreed to herein. 9. Term and Termination. This Agreement shall be effective as of the Effective Date and shall govern all communications of Confidential Information between the parties until terminated by either party; provided, however, the obligations of confidentiality and non-disclosure with respect to Confidential Information shall continue beyond termination until: (a) such time as the 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 Agreement is made effective as of the day of , 20, by and between: JUST BIOFIBER STRUCTURAL SOLUTIONS CORP., an Alberta Corporation, with offices in Calgary, Alberta ("JUST BIOFIBER"); And , having an office in ("RECIPIENT"), hereinafter collectively referred to as the “Parties” and severally as the “Party”. WHEREAS both Parties (acting as the Receiving Party) desire to receive and the both Parties (acting as the Disclosing Party) are prepared to supply certain Confidential Information (defined below) on the terms and conditions set out herein and solely for the purpose of aiding the other Party in evaluating whether the Parties wish to enter into a commercial relationship with each other (the "Purpose"); AND WHEREAS each Party has, in part, acquired the Confidential Information through the expenditure of time, effort and money and wish to protect the Confidential Information as the use or disclosure of the Confidential Information by or to anyone, but particularly to the general public or a competitor of Disclosing Party, could be highly detrimental to, and not in the best interests of, such Party; NOW THEREFORE in consideration of the premises, the mutual promises herein, and other good and valuable consideration, the Parties hereto agree as follows: 1. For the purposes of this Agreement, "Confidential Information" shall mean any and all information provided by, or on behalf of, the Disclosing Party to the Receiving Party prior to or following the execution of this Agreement and in any way relating to the Purpose (including, without limitation, any and all intellectual property, business secrets, business information, business plans, financial and pricing information, business practices, financial statements and reports, project specifications, projections, schematics and drawings, trade secrets, processes, materials, customer lists, supplier lists, sales volume, territories, markets, current, future or potential acquisitions, technical, production, operational, marketing or sales information disclosed hereunder) provided in connection therewith, regardless of form or format, provided however that Confidential Information shall not include information which the Receiving Party can establish through written records: (a) is, at the time of disclosure, readily available to the trade or the public through no fault of the Receiving Party, provided however that that where any part of such information is readily available to the trade or the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder; or (b) was rightfully in its possession prior to the disclosure of such Confidential Information to the Receiving Party by, or on behalf of, the Disclosing Party. 2. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information in any manner except as reasonably required for the Purpose. Nothing in this Agreement obligates the Disclosing Party to make any particular disclosure of Confidential Information. This Agreement shall apply to all Confidential Information regardless of its form or medium, whether conveyed orally, visually, electronically or in writing, and whether or not it is designated as "confidential". 3. The Receiving Party shall protect the Disclosing Party’s interest in the Confidential Information and shall keep the Confidential Information confidential. The Receiving Party shall not<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> disclose, allow access to, transmit or transfer the Confidential Information to any third party without the Disclosing Party’s prior written consent, provided however that the Receiving Party may disclose the Confidential Information to those of its directors, officers and employees ("Representatives") who have a need to know the Confidential Information for the Purpose provided that the Receiving Party shall ensure that such Representatives treat the Confidential Information as confidential and at all times in a manner consistent with this Agreement and the Receiving Party shall be liable for any loss or damage resulting from any Representative failing to do so. 4. The Receiving Party shall notify the Disclosing Party promptly of any unauthorized use or possession of the Confidential Information that comes to the Receiving Party’s attention. 5. In the event that the Receiving Party is required to disclose Confidential Information pursuant to any applicable law or an order from a court of competent jurisdiction, the Receiving Party shall only disclose such portion of the Confidential Information that it is legally required to disclose, and shall use all reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. The Receiving Party shall promptly notify the Disclosing Party of the required disclosure and any relevant information in respect thereto so that the Disclosing Party may take appropriate steps to protect such Confidential Information from such disclosure. 6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose. All copies of the Confidential Information shall contain the same proprietary notices which may appear on the original. 7. The Receiving Party shall upon request immediately return to the Disclosing Party or destroy, as directed by the Disclosing Party, the Confidential Information and all copies thereof in any form whatsoever under the power or control of the Receiving Party 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|> consistently treated as such by the Disclosing Party and that the public release of this information shall cause irreparable damage to the Disclosing Party. The Confidential Information is being disclosed by the Disclosing Party in specific reliance on the commitments and representations of the Receiving Party in this Agreement. It is accordingly agreed that the Disclosing Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity. 10. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and restates and super cedes any prior understandings and agreements between the parties hereto with respect thereto. No failure or delay by either party in <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>exercising any right under this Agreement shall operate as a waiver thereof or preclude any other or further exercise of such right or the exercise of any other right under this Agreement. 11. This Agreement shall be binding during the Purpose and shall remain in effect for a period or 2 years after the Purpose is completed. 12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to conflicts of law principles. No Party may assign this Agreement. 13. If any provision of this Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect. 14. This Agreement may be executed in counterparts. Each shall be deemed an original, but together shall constitute one and the same instrument. IN WITNESS WHEREOF, duly authorized representatives of the parties hereto, each after having had the opportunity to discuss this Agreement with their respective legal advisors, have executed this Agreement. JUST BIOFIBER STRUCTURAL SOLUTIONS CORP. Sign: Name: Title: Recipient Name Sign: 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|>y person, corporation, or other third party or to any of Receiving Party's employees who do not have a need to know such Confidential Information with respect to their job duties. The Receiving Party shall use the same degree of care to avoid publication or dissemination of the Confidential Information as it would with respect to its own confidential information. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of Receiving Party restrictions at least as strict as required by this Agreement. "Confidential Information" shall not include information, technical data or know-how which: (a) is already known to the Receiving Party at the time of disclosure and is not otherwise subject to restriction; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) rightfully disclosed to Receiving Party by a third party who has no obligation of confidentiality to the Disclosing Party; (d) is independently developed by the Receiving Party; or (e) is approved for release by written authorization of the Disclosing Party. 4. Marking. Confidential Information may be disclosed either visually, orally or in writing. Written material shall be identified and labeled "Confidential" or "Proprietary" to discloser. Verbal or visual information should be identified as "Confidential Information" when disclosed. 5. Return of Confidential Information. All Confidential Information and copies and extracts thereof shall be promptly returned to Disclosing Party three years from the effective date of this Agreement, or at any time within thirty (30) days of receipt of a written request by the Disclosing Party for the return of such Confidential Information. 6. Ownership of Information. The parties agree that any Confidential Information revealed to the other by the Disclosing Party remains the exclusive property of the Disclosing Party and its successors and assigns, unless otherwise expressly provided in writing signed by an authorized representative of the Disclosing Party. 7. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights to the Receiving Party by license or otherwise, expressly, impliedly or otherwise, for any information, discovery or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement. 8. Arbitration and Equitable Relief. (a) Arbitration. Except as provided in Section 8(b) below, the parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, California in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. In the event of arbitration, a reasonable amount of discovery may be undertaken by the parties. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. (b) Equitable Remedies. The parties agree that it would be impossible or inadequate to measure and calculate the Disclosing Party's damages from any breach of the covenants set forth herein. Accordingly, the parties agree that if in the event of a breach of any of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an inj<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>unction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and the parties hereby consent to the issuance of such injunction and to the ordering of specific performance. (c) Legal Expenses. If any action or proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>icial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of the other party or any of its subsidiaries (other than securities owned by any benefit plan of such party). Each party further covenants and agrees, in consideration of it being furnished with Proprietary Information, that neither it nor any of its affiliates who have received or had access to the Proprietary Information of the other party (a “Restricted Affiliate”) will, at any time commencing on the date hereof and ending on the earliest of (a) the twelve (12) month anniversary of this Agreement, (b) the execution and delivery by Fairfax (or its affiliate(s)) and Allied World of a definitive agreement to effect the Possible Transaction and (c) a Fundamental Change Event (as defined below) with respect to the other party, directly or indirectly, unless requested in writing (or by email) by the other party’s chief executive officer, chairman or board of directors: (i) acquire (or agree, offer, seek or propose to acquire, in each case, publicly or privately), by purchase, tender offer, exchange offer, agreement or business amalgamation or combination or in any other manner, any ownership, including beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of any material assets or businesses or any securities of the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from any third party); (ii) publicly or privately offer to enter into, or publicly or privately propose, any merger, business combination, amalgamation, recapitalization, restructuring or other extraordinary transaction with the other party or any of its subsidiaries; (iii) initiate any stockholder proposal or the convening of a stockholders’ meeting of or involving the other party or any of its subsidiaries; (iv) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange Act) or consents to vote with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the other party or any securities convertible into or exchangeable or exercisable for such capital stock; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the other party or any of its subsidiaries; (vi) make any public disclosure, or take any action that could reasonably be expected to require the other party to make a public disclosure, with respect to any of the matters set forth in this Agreement or (vii) assist, advise, act in concert or participate with or encourage others to, including as part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, any of the foregoing; provided, however, that not<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hing in this Agreement shall prohibit a party from making a non-public proposal to the other party with respect to any transaction of the type described in clause (ii) of this Paragraph 3, so long as such proposal is not knowingly made by such party in a manner that would require the public disclosure thereof by either party. A “Fundamental Change Event” means a party has after the date of this Agreement entered into a definitive written agreement with a third party providing for (i) any acquisition of a majority of the voting securities of such party by any person or group, (ii) any acquisition of a majority of the consolidated assets of such party and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination, amalgamation or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of such party or the surviving parent entity in such transaction). 4. Non-Solicit. In consideration of being furnished the Proprietary Information by the other party, each party agrees that, for a period of twelve (12) months from the date of this Agreement, such party and its Restricted Affi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 consideration of such information being furnished to each party and/or its subsidiaries, directors, officers, em<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ployees, authorized agents and representatives, or advisors (including, without limitation, financial advisors, attorneys, accountants and other consultants engaged in connection with the Transaction, but expressly excluding any partners or other third parties (other than the subsidiaries of a party) who will or may provide equity, debt or other financing for a Transaction) (collectively, “Representatives”), each party agrees to treat such information about the disclosing party or about any third party (whether or not such information is marked as confidential) that is furnished now or in the future, or that was furnished prior to the date hereof for the purpose of the c<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>formation and other communications concerning the Transaction shall be made only through Guggenheim Securities, LLC (“Guggenheim”). Company agrees that, without Recipient’s prior written consent, it and its Representatives will not disclose to any other person the fact that Recipient is considering the Transaction, that this Agreement exists, that the Confidential Information has been made available to Recipient, that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto including the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>status thereof, the valuation, or indicative offers, or proposals. 2.2 Request for Production of Confidential Information. In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, Recipient shall provide the Company with prompt written notice of any such request or requirement prior to such disclosure so that the Company 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 Company, Recipient is nonetheless, legally compelled to disclose Confidential Information, Recipient may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which outside counsel advises, in writing, Recipient is legally required to be disclosed, provided that Recipient shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal. 2.3 Ownership. The Confidential Information is owned solely and exclusively by the Company and shall remain the exclusive property of the Company. No right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to Recipi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nce Program”). B. In connection with the Cyber Mutual Assistance Program, each Participating Entity may voluntarily choose to request from or provide to another Participating Entity emergency cyber mutual assistance in response to a cyber emergency; C. The development and implementation of any Cyber Mutual Assistance Program, including any request or provision of cyber mutual assistance between Participating Entities, may necessitate the exchange of certain confidential or proprietary information. NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the Participating Entities agree as follows: 1. Purpose, Scope, and Definitions. The purpose of this Agreement is to permit each Participating Entity to exchange Confidential Information (as defined below) as needed to pursue the development and implementation of a Cyber Mutual Assistance Program, including any request for or provision of cyber mutual assistance between Participating Entities in response to a cyber emergency or in connection with any Cyber Mutual Assistance Program. “Confidential Information” under this Agreement consists of: (i) all information disclosed by any Participating Entity, or any of its employees, directors, officers, affiliates, partners, agents, advisors or other representatives (“Representatives”) pursuant to that Participating Entity’s participation in or contribution to the development or implementation of a Cyber Mutual Assistance Program, including any Participating Entity’s request for or provision of cyber mutual assistance, whether disclosed prior to or following the execution of this Agreement; (ii) any information or documentation produced by a Participating Entity, or any of its Representatives, under any Cyber Mutual Assistance Program or related to a specific request for or response to cybe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r mutual assistance, including any analysis of such information, and whether produced prior to or following the execution of this Agreement; (iii) any aggregation, consolidation, or listing of information or documentation disclosed by one or more Participating Entities, or any of their respective Representatives, pursuant to the development or implementation of a Cyber Mutual Assistance Program including any Participating Entity’s request for or provision of cyber mutual assistance; and (iv) all observations of equipment (including computer screens) and oral disclosures related to the development of any Cyber Mutual Assistance Program or a specific request for or response to cyber mutual assistance, including the systems, operations, and activities of each Participating Entity, whether such observations or oral disclosures were made prior to or following the execution of this Agreement. 2. Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance Program, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk. Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used. 3. Exemptions to Non-Disclosure. Notwithstanding Sections 1 and 2, a Participating Entity shall not have breached any obligation under this Agreement if the Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public by the Participating Entity who provided the Confidential Information, or otherwise consistent with the terms of this Agreement; or (b) had been received or independently developed by such Participating Entity at or prior to the time of disclosure through a process other than the development or implementation of the Cyber Mutual Assistance Program; or (c) is subsequently disclosed to the Participating Entity by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4, is used or disclosed pursuant to statutory duty, such as a public records act request, or an order, subpoena, discovery request, or other lawful process issued by a court or other governmental authority of competent jurisdiction or in a judicial proceeding; or (e) is disclosed by unanimous agreement of each of the Participating Entity or Participating Entities whose information is subject to such disclosure; or (f) after the time of its disclosure hereunder, becomes subsequently availa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. Warranty and Indemnity 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. Term and Termination 6.1 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 2 years from the date of this Agreement. 6.2 If either Party decides not to become, or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately. 6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled. 7 Entire Agreement 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or neglig<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 8. Severance If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement. 9. No Waiver 9.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 9.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 9.3 A Party that waives a right or remedy provided under this Agreement or by law in relation to another Party, or takes or fails to take any action against that Party, does not affect its rights in relation to any other Party. 10. Assignment Except as otherwise provided in this Agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 11. Notices 11.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication at its address as set out below: CP: Shane E. Weyant, 214 Industrial Lane, Alum Bank, PA 15521 Company: or as otherwise specified by the relevant Party by notice in writing to each other Party. 11.2 Any notice or other communication shall be deemed to have been duly received: (a) if delivered personally, when left at the address and for the contact referred to in clause 11.1; or (b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 11.3 A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail. 12. No Partnership or Agency Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party. 13. No Relationship of Employer and Employee Nothing in this Agreement is intended to, or shall be deemed to, establish any relationship of employer and employee between the Parties. 14. Third Party Rights A person who is not a Party to this Agreement shall not have any rights to enforce its terms as though it were a Party to it. 15. Variation Except as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both Parties. 16. Governing Law and Jurisdiction This Agreement and any dispute or claim arising out of or in connection <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 16. Entire Agreement/No Amendment. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties. 17. Authorized Signature. This Agreement is valid only when signed by an employee with authority to bind that party. For YRC, this Agreement when unmodified may be signed by any Manager or higher in rank. However, if this Agreement is modified, it shall only be effective when accompanied by the YRC Legal Department’s signature or stamp of approval. YRC Freight Your Company Name: Website that will host API: By: Requested API: Name: My YRC Username: Title<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>: Name: Address: 10990 Roe Avenue Signature: Overland Park, Kansas 66211 USA E Mail Address: Tel: (913) - Fax: (913) - Title: Fax NDA to: (913) 982-5436 E-Business Address: Tel: Fax: For Internal Use Only: BusId#: Approval Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Notwithstanding any other provision of this Agreement, "Confidential Information" does not include information which: (c) is or was developed independently by or for the Receiving Party, without use of or reference to any Confidential Information of the Disclosing Party and without violation of any obligation contained herein. Each Disclosing Party understands and agrees that (x) the Receiving Party and its affiliates and their respective Representatives is currently or may become engaged in lines of business the same as or similar to those of the Disclosing Party and that, wholly independent of the information provided hereunder, the Receiving Party and its affiliates and their respective Representatives may currently or in the future be developing internally, or receiving from third parties, information that coincidentally may be similar to portions of the information provided hereunder and/or otherwise competitive with the Disclosing Party's actual or future projects or business, and (y) wholly independent development by the Receiving Party and its affiliates and their respective Representatives of media content, products, programs, services, goods, concepts, opportunities, documents or information that are coincidentally similar to (but not, in whole or part, based upon) any information provided hereunder w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ill not be deemed to violate this Agreement. For the avoidance of doubt, nothing in this Section 8 is intended to relieve either party from any of its obligations of confidentiality contained in this Agreement. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, the Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose. 3. Obligation to Maintain Confidentiality. With respect to Confidential Information: a. The Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement; b. The Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by the Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material; c. Upon the termination of this Agreement, the Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by the Disclosing Party; d. If there is an unauthorized disclosure or loss of any of the Confidential Information by the Receiving Party or any of its Representatives, the Receiving Party will promptly, at its own expense, notify the Disclosing Party in writing and take all actions as may be necessary or reasonably requested by the Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and e. The obligation not to disclose Confidential Information shall remain in effect until 2 years from the date hereof or until the Confidential Information ceases to be a trade secret, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above. 4. Non-Disclosure of Transaction. Without the Disclosing Party's prior written consent, neither the Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that the Disclosing Party and the Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Transaction. 5. Representatives. The Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. The Receiving Party will be responsible for any breach of this Agreement by any of its Representatives. 6. Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party. 7. Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals. 8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party. Kennetik Al<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Agreement is effective (DATE), by and between STP Performance Coating, LLC, a Limited Liability Company, 1131W.Watkins Street, Phoenix, AZ 85007 and (COMPANY) having a place of business at (Address) ("Company"). WHEREAS STP and Company (each a "Disclosing Party", and together the "Parties") contemplate that they may disclose Proprietary Information (as defined below) to the other party (the "Receiving Party") relating to the following activity: exchange of technical and business information related to Coatings for military and non military applications in support of quoting activities and potential procurement of painting and chemical conversion services (the "Purpose"). NOW THEREFORE, in consideration of the mutual obligations and promises contained in this Agreement, the Parties agree as follows: 1. "Proprietary Information" means any information, knowledge, or data that is received by the Receiving Party from the Disclosing Party in furtherance of or pursuant to the Purpose, and that is (a) in writing and clearly marked with a proprietary or confidential legend at the time of disclosure; (b) in a machine-readable form, with the information or the media in which it is provided being clearly marked with a proprietary or confidential legend at the time of disclosure, or if such marking is not practicable, such information or media being identified as proprietary or confidential by written communication of the Disclosing Party prior to or contemporaneously with its disclosure; (c) disclosed orally or visually, with the information being identified as proprietary or confidential at the time of disclosure, and reduced to writing and clearly marked with a proprietary or confidential legend within thirty (30) days of the initial disclosure; or (d) incorporated or embodied in a sample product or other equipment, material or item clearly marked with a proprietary or confidential legend at the time of disclosure. 2. The Receiving Party shall not disclose Proprietary Information to a third party without the Disclosing Party's express written consent 3. The Receiving Party shall safeguard Proprietary Information using at least the same degree of care the Receiving Party uses to protect its own proprietary information, but with no less than reasonable care under the circumstances. 4. The Receiving Party shall not use Proprietary Information except in furtherance of the Purpose for the mutual benefit of the Parties. The Receiving Party shall not use Proprietary Information for any other purpose, without the Disclosing Party's express prior written consent. The Receiving Party shall not make or permit to be made any copies of Proprietary Information except as required for the Purpose. 5. The Receiving Party shall permit access to Proprietary Information only to (a) persons who have a need to know for the Purpose and are bona fide employees or contract labor personnel of the Receiving Party,(b) the Receiving Party's information technology system administrators and service providers in the ordinary course of business, and (c) the Receiving Party's accountants, attorneys and similar professional advisors: provided that each such recipient is obligated to protect Proprietary Information under terms and conditions at least as restrictive as the terms and conditions of this Agreement. Disclosure to any other persons, including consultants, contractor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s. subsidiaries and affiliates of Receiving Party, shall be treated as disclosure to a third party. 6. All Proprietary Information shall remain the property of the Disclosing Party. Upon expiration or termination of this Agreement, unless otherwise promptly requested<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>N ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than: 8.1. the Project; and 8.2. in accordance with the provisions of this Agreement. 9. STANDARD OF CARE The Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof. 10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION 10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement 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 and/or data. 10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has b<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>een destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed. 10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request. 11. EXCLUDED CONFIDENTIAL INFORMATION The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. 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; 11.4. 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 Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances; 11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party; 11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement. 12. TERM 12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto. 12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination. 13. ADDITIONAL ACTION Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement. 14. BREACH In the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages. 15. AMENDMENTS No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties. 16. ENFORCEMENT The failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and 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|>5. In the event that the Receiving Party is required to disclose Confidential Information pursuant to any applicable law or an order from a court of competent jurisdiction, the Receiving Party shall only disclose such portion of the Confidential Information that it is legally required to disclose, and shall use all reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. The Receiving Party shall promptly notify the Disclosing Party of the required disclosure and any relevant information in respect thereto so that the Disclosing Party may take appropriate steps to protect such Confidential Information from such<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> disclosure. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>oing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order. 3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate. 4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship. 5. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information. 6. The failure of either p<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>arty to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. 7. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory. [Receiving Party] Signature Name and Tile: Address: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rsuant to this Agreement under any patent, patent application, trademark, copyright or other proprietary right now or hereafter owned or controlled by the other party. 7. RETURN OF CONFIDENTIAL INFORMATION 7.1. Each party shall forthwith upon request by the other return to the other all Confidential Information (including, without limitation, all summaries, copies and excerpts of Confidential Information), and other information, given to it by the other and shall expunge and destroy all Confidential Information from any equipment or other device in its possession or control. Furthermore, the receiving party shall destroy all copies of analyses, compilations, studies or other documents or derivative works which contain any Confidential Information. Each party shall on request provide a letter signed by a director confirming that it has complied with this clause. 8. NO WAIVER AND REMEDIES 8.1. Delay or failure of either party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right, power or remedy under this Agreement shall not operate as a waiver of that provision, right, power or remedy or preclude its exercise later and no single or partial exercise thereof shall preclude any further exercise thereof. 8.2. Without prejudice to any other rights or remedies which the other party may have (whether or not expressly provided or contemplated in this Agreement), each party acknowledges and agrees that damages may not be an adequate remedy for breach by it of the provisions of this Agreement, and accordingly it agrees that (subject, where applicable, to the discretion of the court) the other party shall be entitled to the remedies of injunction, specific performance and any other equitable relief for any threatened or actual breach of such provisions and no proof of special damages shall be necessary for its enforcement. 8.3. (Notwithstanding Clause 8.2) each party shall indemnify and keep indemnified the other party against any and all liabilities, claims, expenses, losses and damages suffered or incurred by that other party as a result of any breach by it of its obligations under this Agreement. 9. GENERAL 9.1. Each party confirms that it is entering into this Agreement as principal and not as agent or broker for any other party. 9.2. Neither party shall assign or transfer this Agreement or any part thereof to any other party 9.3. No change, amendment or modification of any provision of this Agreement shall be valid or binding on the parties unless made in writing and signed by a duly authorised representative of e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ach of the parties. 9.4. This Agreement shall apply without limit of time to all Confidential Information disclosed in connection with the Purpose. 9.5. Headings are inserted in this Agreement for convenience only and no account shall be taken of headings in construing this Agreement. 9.6. If any part or any provision of this Agreement shall to any extent prove invalid or unenforceable in law the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable to the fullest extent permissible by law, and such provision shall be deemed to be omitted from this Agreement to the extent of such invalidity or unenforceability. The remainder of this Agreement shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, legal and enforceable provision which has an effect as close as possible to the provision or terms being replaced. 9.7. The parties agree that the construction, validity and performance of this Agreement shall be governed by and construed under English Law, and for all matters arising under, out of, or in connection with the Agreement, they shall submit themselves to the exclusive jurisdiction of the English Courts. SIGNED by the duly authorised representatives of the parties on the date written at the beginning of this Agreement. For and on behalf of Acumen Business Systems Ltd. Name Signed For and on behalf of Name Signed<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Kennedy violates any of the provisions of this Section 1, the computation of the time period provided in this Section 1 shall be tolled from the first date of the breach until (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) Kennedy provides satisfactory evidence to the Company that such breach has been terminated. 2. Non-Disclosure Covenants. (a) Kennedy covenants and represents that Kennedy has no interest in or claim to any information, whether or not in writing, of a private, secret, or confidential nature concerning the Company or Autocam (collectively, the “Proprietary Information”). Except as may otherwise be required by law, Kennedy agrees not to, without the Company’s prior written consent, (i) disclose or transfer any Proprietary Information to any Person other than the Company or (ii) use any Proprietary Information for any unauthorized purpose, either during the term of this Agreement or the Restricted Period, unless and until such Proprietary Information has become available to the public generally without fault by Kennedy. (b) Kennedy agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, “Records”), whether created by Kennedy or others, which shall come into Kennedy’s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company. All such Records or copies thereof in Kennedy’s custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r any other tangible property of Company. (c) Kennedy agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company’s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Kennedy in the course of Company’s business. 3. Other Agreements; Indemnification. Kennedy hereby represents that, except as he has disclosed in writing to Company, Kennedy is not bound by the terms of any agreement with any previous employer or other party to refrain from (i) competing, directly or indirectly, with the business of such previous employer or any other party or (ii) using or disclosing any trade secret or confidential or proprietary information in the course of the Restricted Period. Kennedy further represents that his performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Kennedy in confidence or in trust prior to the date of the Restricted Period, and Kennedy will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. Kennedy hereby indemnifies and agrees to defend and hold the Company harmless from and against any and all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys’ fees and the costs of investigation) resulting or arising directly or indirectly from any breach of the foregoing representati<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of for the industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to , in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Recei<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a com<|eot_id|> |
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