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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|>ent. C. Subject to the terms of this Agreement, including without limitation, Attachment B to this Agreement, which describes the uses that the Data Recipient may make of the Data, the Data Recipient may publish or publicly present its work as described in Attachment B, which must not contain any individually identifiable information, of the use undertaken in accord with Attachment B. Prior to publication or public presentation of such work product, the Data Recipient will submit its final work product to the DOHMH for review and approval. If the work product: 1. Is to be a work-made-for-hire for the benefit of the DOHMH or if it is to be a collaborative effort, then the final work product must be satisfactory in form to the DOHMH, and will be submitted to DOHMH, revised in accord with the DOHMH comments, and resubmitted for review and approval at such intervals as may be specified by the DOHMH until final approval by the DOHMH is achieved; or 2. Is to be a work of an academic institution or scholar associated with an academic institution, then the conclusions reached in academic publications are subject to the DOHMH prior review and comment before publication or public presentation, with turnaround time of each successive draft being no longer than 30 days, unless otherwise specified in Attachment B; but it is provide, further, however, that if the Data Recipient and the DOHMH<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> cannot come to an accord about the content thereof, then the academic institution or the academician must allow DOHMH to include a written dissenting opinion in the form required by DOHMH as to the conclusions/findings reached by the work product in publications and in oral presentations. D. [ADDITIONAL TERMS TO BE DEVELOPED BY PROGRAM AS APPLICABLE] XI. MERGER CLAUSE A. This Agreement and the Exhibits hereto constitute the entire understanding of the Parties and merges all prior discussion, agreements or understandings into it. No prior agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties. XII. MODIFICATION A. This Agreement may, from time to time, be modified by a writing signed by authorized representatives of the Parties. It may not be altered, modified, rescinded or extended orally. B. The Exhibits hereto may be modified upo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (RECIPROCAL) This Agreement is made effective as of the date of (the “Effective Date”) by and between: FUNDACIÓ CENTRE DE REGULACIÓ GENÒMICA (hereinafter “CRG”), a non-for-profit Spanish foundation with tax registration number G-62426937, based in Barcelona, Spain, calle Doctor Aiguader 88, represented by Dr Pablo Cironi that acts in his capacity of Head of the Technology and Business Development Office (TBDO), and, (hereinafter “ORGANIZATION”), a with tax registration number based in represented by that acts in his/her capacity as CRG and ORGANIZATION are collectively referred to as the “Parties” and individually as a “Party”. RECITALS I. WHEREAS, each Party is the owner of certain technical and business data and information relative to (hereinafter the “Confidential Information”); II. WHEREAS, such Confidential Information is not public knowledge but i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t is proprietary and/or confidential and is being disclosed by each Party to the other Party only under the terms and conditions of this document (hereinafter, the “Agreement”); III. WHEREAS, both Parties to this Agreement consider the disclosure of the Confidential Information to the other to be necessary and desirable for the purpose of (hereinafter the “Purpose”); and IV. WHEREAS, this Agreement is being entered into by and between the Parties in order to protect the confidentiality and non-disclosure of their respective Confidential Information. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and the mutual disclosure of confidential information, the Parties agree as follows: CLAUSES 1. Definition of Confidential Information "Confidential Information" means non-public information which is disclosed orally, electronically, visually or in a document or other tangible form and which is by nature confidential or is identified confidential by a Party to this Agreement (hereinafter the “DISCLOSING PARTY”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Party that receives such information (hereinafter “RECIPIENT”). 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, (i) scientific information, technical information, data, know-how, formulas, compositions, processes, documents, designs, sketches, photographs, plans, graphs, drawings or specifications, (ii) software, source or object codes, algorithms, or information about the methods, concepts and techniques on which software is based, (iii) amino/nucleic acid sequences, structural biology, or descriptions of any devices, cell lines or molecular models, (iv<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>C E R T I F I C A T I O N P O L I C Y NONDISCLOSURE AGREEMENT / CONDUCT POLICY Recipient agrees that all information disclosed by the Company to Recipient, including without limitation information acquired by Recipient from Company employees or inspection of the Company’s property, relating to (without limitation) the Company’s products, designs, business plans, business opportunities, finances, research, development, know-how or personnel, and confidential information disclosed to the Company by third parties, shall be considered Confidential Information. Recipient agrees to maintain the confidence of the Confidential Information and to prevent its unauthorized dissemination; provided however, that Confidential Information shall not include information which (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, (iii) is independently developed by Recipient without the use of any Confidential Information, (iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation, or (v) the Company agrees in writing may be disclosed by Recipient. Recipient expressly agrees not to use the Confidential Information for purposes other than those necessary to consider the possibility of entering into a business relationship with the Company. All Confidential Information remains the property of the Company and no license or other rights in the Confidential Information is granted hereby. All information is provided “as is” and without any warranty, express, implied, or otherwise, regarding its accu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>racy or performance. Recipient agrees to return to the Company immediately upon the Company’s written request all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. Recipient agrees to comply with all United States export controls with respect to the Confidential Information. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Recipient agrees that the Company shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies it may have. This Agreement shall be gove<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>n the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and (8) th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 customers. (e) "Restricted Period" means the period commencing on the date of this Agreement and ending on the date which is five (5) years from the date hereof. 2. Non-competition. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not: (a) directly or indirectly engage in, be employed by, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or otherwise have an interest (whether, subject to Section 5, as a stockholder, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, agent or otherwise) in, or cause, authorize, aid or assist any other person to own, manage, operate, provide financing to, control or otherwise have an interest in, any business or any person who is engaged in any business that directly or indirectly competes or intends to compete with the Restricted Business anywhere in the world, unless Seller or Guarantor purchase or own less than five percent (5%) of capital stock in a publicly held company; or (b) directly, indirectly or otherwise by letters, circulars or advertisements, and whether for itself or on behalf of any other person, canvass or solicit or, directly or indirectly, cause or authorize to be solicited, or enter into or effect, or, directly or indirectly, cause or authorize to be entered into or effected, any business or orders for businesses competing with the Restricted Business from any person who (i) at the time of the Agreement or within two years prior to the date of the Agreement, has been, a customer or client, or (ii) is an active prospect to be a customer or client, in each case, of the Seller at the time of the Agreement. 3. Non-Disclosure of Confidential Information. Seller and Guarantor acknowledge that it is the policy of the Buyer to maintain as secret and confidential all Confidential Information, and the parties hereto recognize that Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of the Buyer, disclose to any person, firm, company or other entity (other than the Buyer or any of its Affiliates) any Confidential Information, except to the extent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by the Seller or Guarantor of this Section 3, or (ii) any such Confidential Information becomes availa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ble to the Seller or Guarantor on a non-confidential basis from a source other than the Seller, Guarantor, Buyer or any of their Affiliates or advisors; provided, that such source is not known by the Seller or Guarantor to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Seller or Guarantor is required by law or legal process to disclose any Confidential Information; provided, that in such case, the Seller or Guarantor shall (a) give the Buyer prompt notice that such disclosure is or may be required, and (b) cooperate with the Buyer, at the Buyer's expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Seller and Guarantor under this Section 3 shall survive any termination of this Agreement. 4. Non-Solicitation. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not, directly, indirectly or otherwise by letters, circulars or advertisements, and whether for themselves or on behalf of any other person: (a) solicit or, directly or indirectly, cause to be solicited for employment, any persons who (i) are, at the time of solicitation of employment, employees of the Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or (b) employ or, directly or indirectly, cause to be employed, any persons who (i) are, at the time of such action, employees of the Buyer or any of its Affiliates, or (ii) are, at the time of such action, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; provided, however, that this Section 4 shall not prohibit Seller or Guarantor from employing or soliciting the employment any pers<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply: for ten years with regards to Confidential Information; in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, wheth<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>forming part of its group of companies and/or any and all of its franchisees from time to time, or any one of them as the context may require; 1.1.2 “Business/es” – means such assets (whether tangible or intangible), business/es and/or entity/ies (albeit close corporations, partnerships, trusts, private companies, public companies, joint ventures, sole proprietors and/or otherwise) introduced by Aldes to the Buyer for sale (albeit as is listed for sale on the Aldes database or website or otherwise); 1.1.3 “Buyer” – means the person/entity described and identified as such in the Buyer’s Profile on the face of this Agreement; 1.1.4 “Co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nfidential Information” – means any and all information disclosed by Aldes, the Seller/s and/or the Business/es to the Buyer from time to time regarding, in respect of and/or related to the Business/es or Seller/s and/or for purposes of the possible acquisition of the Business/es by the Buyer; 1.1.5 “Confidential Materials” – means any materials and/or documents which contain Confidential Information; 1.1.6 “Seller/s” – means each of the owners, of each of the Business/es introduced by Aldes to the Buyer from time to time, independently and separately. 1.2 In this Agreement, unless the context clearly indicates a contrary intention, words in the singular shall include the plural and vice versa, words in the masculine gender shall include the feminine and neuter gender and vice versa, and a reference to natural persons shall include created entities (corporate and unincorporated) and vice versa. 1.3 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 1.4 The terms of this Agreement, having been negotiated, shall not be interpreted against the person/entity who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the person/entity relying on same. 1.5 This Agreement shall be governed by, construed and interpreted in accordance with the law of the Republic of South Africa. 1.6 This Agreement constitutes a stipulatio alteri (namely, a benefit in favor of a third party which may be accepted by such third party) in favor of the Business/es and the Seller/s, the benefits of which may be accepted by them at any time. 2. BACKGROUND 2.1 The Buyer records that it is (and/or has been and/or will be) partaking in investigations of (and/or negotiations with) various Seller/s and/or Business/es, with a view towards potentially acquiring such Business/es. The Buyer further acknowledges that it is serious in its investigations towards potentially acquiring a Business. 2.2 The Buyer realises that, in the course of its investigations (and/or negotiations), Aldes, the Business/es and/or the Seller/s will be required to disclose Confidential Information and/or Confidential Material to the Buyer, albeit for the purposes of assisting the Buyer in determining whether or not it wishes to acquire any Business/es or otherwise. 2.3 The Buyer acknowledges and agrees that the sole reason for, and the sole purpose of, any disclosures of Confidential Information and/or Confidential Material by Aldes, the Business/es and/or the Seller/s is strictly limited to that stated in clauses 2.1 and 2.2 above (the “Purpose”). 3. PERIOD 3.1 This Agreement shall be taken to have commenced, notwithstanding the signature date hereof, on the earliest of: 3.1.1 the date of signature of this agreement by the Buyer; or 3.1.2 the date of the first meeting or correspondence between Aldes and the Buyer regarding any Business/es and/or Seller/s;<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>[Lanier Worldwide, Inc. Letterhead] June 22, 2000 Ricoh Company, Ltd. 15-5 Minami-Aoyama 1-chome Minato-ku, Tokyo 107-8544 Japan Attention: Masami Takeiri Director Gentlemen: In connection with the consideration by you and Lanier Worldwide, Inc., a Delaware corporation (the "Company"), of a possible negotiated transaction, the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, personnel, assets and liabilities. As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, "Representatives"), each party agrees to treat any such nonpublic information concerning the other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of commun<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ication) which is furnished hereunder to a party or to its Representatives by or on behalf of the disclosing party (herein collectively referred to as the "Evalu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses If to Company, to: NN, Inc. 2000 Waters Edge Drive Johnson City, TN 37604 Attention: James H. Dorton Facsimile: 423-743-7670 Email: james.dorton@nninc.com With a copy to (which shall not constitute notice): Husch Blackwell LLP 4801 Main St., Suite 1000 Kansas City, MO 64112 Attention: John D. Moore Facsimile: 816 983-8000 Email: john.moore@huschblackwell.com If to Kennedy, to: John C. Kennedy 4162 East Paris Avenue, SE Kentwood, MI 49512 Facsimile No.: 616-698-6876 Email: JKENNEDY@Autocam.com With a copy to (which shall not constitute notice): Law Weathers, PC 333 Bridge Street, Suite 800 Grand Rapids, MI 49504 Attention: Tony Barnes Facsimile: 616-913-1222 Email: tbarnes@lawweathers.com (g) This Agreement embodies the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. (h) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives, and permitted assigns. (i) The headings used in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not be used as an aid to the interpretation of this Agreement. (j) Each party will do all acts and things and execute all docume<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nts and instruments which the other party reasonably requests in order to carry out or give further effect to the provisions of this Agreement. (k) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. [signature page follows] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NN, INC. By: /s/ Richard D. Holder Name: Richard D. Holder Title: Chief Executive Officer and President JOHN C. KENNEDY /s/ John C. Kennedy [Signature Page to Kennedy Noncompete]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 reason of a failure to comply with the restrictions and perform the obligations under this Agreement. Each of Valco and Brubaker hereby acknowledges that CMC would lack an adequate remedy at law and CMC shall, in addition to and not in lieu of money damages, be entitled to specific performance and injunctive relief against Valco and Brubaker in an action or procedure to enforce the provisions hereof. Valco and Brubaker shall reimburse CMC for its expenses, including reasonable attorney's fees, incurred in connection with the enforcement of the provisions hereof relating to a breach of this Agreement by Valco or Brubaker. (b) No waiver or amendment to this Agreement shall be valid unless signed in writing by each of Valco, Brubaker and CMC. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. (c) This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of each of Valco, Brubaker and CMC. (d) The captions used in this Agreement are for convenience only and shall not be construed to limit or define the scope or intent of any paragraph. (e) This Agreement has bee<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n executed and delivered in Colorado Springs, Colorado and the validity and interpretation hereof shall be governed in all respects by the laws of the State of Colorado. IN WITNESS WHEREOF, each of Valco and Brubaker has executed this Agreement on the day and year first above written. VALCO INC. By: Name: Thomas E. Brubaker Title: President THOMAS E. BRUBAKER By: Thomas E. Brubaker<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.3 NON-COMPETITION AGREEMENT WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, and Soluble Systems, LLC, a Virginia limited liability company (the “Company”), have entered into that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the “Contribution and Merger Agreement”); WHEREAS, [●] (the “Restricted Party”) acknowledges that a material aspect of the Alliqua Entities’ decision to enter into the Contribution and Merger Agreement is the value and maintenance of the reputation and goodwill of the Company; WHEREAS, as a material inducement to the Alliqua Entities to enter into the Contribution and Merger Agreement and consummate the transactions contemplated thereby, the Company has agreed that the Restricted Party shall execute this Agreement; and WHEREAS, the Contribution and Merger Agreement contemplates that the Restricted Party shall execute this Agreement; NOW, THEREFORE, in consideration of the recitals and the covenants, representations, warranties, conditions and agreement hereinafter expressed, the Alliqua Entities and the Restricted Party agree as follows: 1. Effective Date. Subject to the Closing of the transactions contemplated by the Contribution and Merger Agreement, this Agreement shall be effective as of and on the Closing Date (the “Effective Date”). 2. Definitions. For all purposes under this Agreement, the following terms shall have the meaning set forth below. Any terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution and Merger Agreement: (a) “Confidential Information” includes any trade secrets or confidential or proprietary information of the Company, its Affiliates, and its and their respective predecessors and successors, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, know-how, technology, technical dat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>a, policies, strategies, designs, formulas, developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or tables, software, development tools or techniques, training procedures, training techniques, training manuals, business information, marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes, infrastructure, business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial data and information, customer and client information, prices and costs, fees, customer and client lists and profiles, employee, customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation of employees and contractors, and other business information disclosed to the Restricted Party by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that: (i) is generally available to the public on the date of this Agreement; (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was available, or becomes available, to the Restricted Party from a source other than the Alliqua Entities or its Representatives, provided that such source, to the Restricted Party’s actual knowledge after reasonable inquiry, was lawfully permitted to disclose such information; or (iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party’s obligations under this Agreement or otherwise owed to the Alliqua Entities or its Representatives. (b) “Restricted Business” shall mean the business of providing a skin substitute for chronic wound care. (c) “Restricted Period” shall mean a period commencing from the Effective Date until the two (2)-year anniversary of the Effective Date. 3. Acknowledgement. (a) This Agreement is entered into in connection with the transactions contemplated by the Contribution and Merger Agreement. The parties acknowledge that it would be detrimental to the Alliqua Entities if the Restricted Party were to compete with the Alliqua Entities any time during the Restricted Period or to solicit customers, clients, employees or contractors of the Company or Alliqua Entities at any time during the Restricted Period. (b) The Restricted Party recognizes that the covenants set forth herein are an essential part of the transactions contemplated by the Contribution and Merger Agreement and that but for the agreement of the Restricted Party to comply with such covenants, the Alliqua Entities would not enter into the Contribution and Merger Agreement. The Restricted Party acknowledges and agrees that the covenants set forth herein are necessary to protect the legitimate business interests of the Alliqua Entities acquired pursuant to the Contribution and Merger Agreement. In addition, the Restricted Party acknowledges that the consi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 representatives) to amend or waive any provision of this paragraph. No Representation or Warranty Although the Company and Mesirow have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, Mesirow or any of the Company’s other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, Mesirow 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 you or any other person resulting from the use of Evaluation Materials by you or any of your 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. 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 you. You also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to the acquisition of the Company has been executed and delivered by you 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. You further understand and agree that (i) the Company and Mesirow shall be free to conduct the process for the Company’s sale as they in their sole discretion<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> shall determine (including, without limitation, negotiating with any of the prospective buyers and entering into a Sale Agreement without prior notice to you or to any other person), (ii) any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, Mesirow or any of their respective directors, officers, employees, stockholders, owners, affiliates, agents or representatives arising out of or relating to the sale of the Company. Legal Remedy You understand and agree that money damages would not be a sufficient remedy for any breach of this agreement by you or your 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 you or your representatives but shall be in addition to all other remedies available at law or equity. You further agree not to raise as a defense or objection to the request or granting of such relief that any breach of this agreement is or would be compensable by an award of money damages and to waive any requirements for the securing or posting of any bond in connection with such remedy. 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. If any term or provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties understand and agree that no failure or delay by the other party in exercising any right, power or privilege under this agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. This agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to contracts made and to be performed therein. You irrevocably and unconditionally agree to submit to personal jurisdiction and service and venue exclusively in any federal or state court within the State of Illinois having subject matter jurisdiction over any action, suit or proceeding arising out of or relating to this agreement and the rights and obligations contained herein and waive any objection you may have to such jurisdiction, service and venue. If you are in agreement with the foregoing, please sign and return one copy of this agreement, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter. Very truly yours, HOME PRODUCTS INTERNATIONAL, INC. By MESIROW FINANCIAL, INC. Solely as Company’s representative By: /s/ Nicholas R. Pontikes Nicholas R. (Rocky) Pontikes Vice President Accepted and agreed to as of the date hereof: Triyar Companies, Inc. By: /s/ Mark S. Weber<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 for the purpose of evaluating a possible transaction between the parties, that the Evaluation Material will be kept confidential and that Vector and its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) Vector may make any disclosure of such information to which Captaris gives its prior written consent and (ii) any of such information may be disclosed by Vector to its Representatives who need to know such information for the sole purpose of evaluating and implementing a possible transaction between the parties, who shall keep such information confidential and who are provided with a copy of this letter agreement. In any event, Vector shall be responsible for any breach of this letter agreement by any of its Representatives, and Vector agrees, at its sole expense, to take reasonable measures (including but not limited to court proceedings) to restrain its Representatives from disclosure or use of the Evaluation Material in contravention of this agreement. In addition, except as required by law or any rule of any self-regulatory organization, each of Captaris and Vector agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been exchanged, that discussions or negotiations are or may be taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) unless such first party has determined in good faith, after consultation with outside counsel, that such disclosure is required in order to avoid a violation of law or any rule of any sel<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>f-regulatory organization. In the event that (i) Vector or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the Evaluation Material furnished by Captaris or (ii) Vector or any of its Representative or Captaris or any of its Representatives are req<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, development, manufacture, sale and service of air monitoring and other environmental testing technologies and products, including the Products. (d) Cards. The term "Cards" means the cards developed by the Company and used by the ACT Electronic Reader to perform the function of quantitatively measuring elements present in the atmosphere, and the cards used for qualitative measurement which are read visually. (e) Competing Business. 'Me term "Competing Business" means any person or entity in the same business or substantially the same business as the Business of Company. (f) Competing Product. The term "Competing Product" means any good that performs substantially the same functions as either of the Cards. (g) Confidential Information. The term "Confidential Information' means any and all data and information relating to the business conducted by the Company (whether constituting a Trade Secret or not) which is or has been disclosed to Master Distributor or of which Master Distributor became aware as a consequence of or through his relationship with Company and which has value to the Company and is not generally known by its competitors; provided, however, no information will be deemed "confidential" unless such information is treated by the Company as confidential. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Master Distributor or any other person or entity without authorization), or that has been independently developed and disclosed by others (except where such independent development and disclosure has been made by Master Distributor or any other person or entity without authorization), or that otherwise enters the public domain through lawful means. (h) Copyrights. The term "Copyrights" means all original works of authorship includin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g literary, artistic, pictorial, graphic and other intellectual works owned or claimed by the Company which are registered with the United States Copyright Office or the copyright office of any nation, state or political jurisdiction within the Territory, are eligible to be so registered, or are entitled to protection by and under the laws and treaties of the United States or the substantial equivalent laws of any political subdivision, nation and/or state within the Territory. i) Customer. The term "Customer" means any end-user of a Product "Intellectual Property". The term "Intellectual Property" means the Copyrights, Marks and Patents, collectively or in combination, as the context suggests. (k) Marks. The term "Marks" means all trade names, word marks, trademarks, service marks and logos or designs (including any @e dress that is susceptible to protection under the laws of the United States or any other political subdivision in the Territory), whether or not registered with the United States Patent and Trademark Office or trademark office or registry of any nation, state or political jurisdiction within the Territory, placed upon or used in connection with the Business of Company or the sale, distribution, promotion and marketing of the Products or any other goods or services provided or distributed by Company, including, without limitation, "ACT and design," "Air-Chem Technologies W" and "The ACT Monitoring Card System TM", together with any and all other marks that may be developed for use or are used in connection with the marketing or distribution of the Products or any other goods or services provided or distributed by Company; provided, however, the term "Marks" shall not include the trademarks and, which are owned by Master Distributor. (1) Master Distributorship Agreement The term "Master Distributorship Agreement" means that certain Agreement by and between Company and Master Distributor dated as of the 1st day of January, 1996. (m) Patents. The term "Patents" means all inventions or letters patent owned or obtained by or on behalf of Company, and which are registered with the United States Patent and Trademark Office or the patent office or registry in any political subdivision, nation or state in the Territory or are eligible for registration and/or other protection under the laws and treaties of the United States or of any other political subdivision, nation or 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 pro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor. D. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing. E. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose. F. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ement for any reason at any time with 10 days prior written notice to Contractor. II. TRADE SECRETS AND CONFIDENTIAL INFORMATION. A. Confidentiality and Confidential Information. Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company’s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatented, and to (ii) all of our activities for or on behalf of the Company, and Contractor agrees not to publish or disclose any part of such information to others or use the same for our own purposes or the purposes of others, during the time Contractor is working for Company or thereafter. Any information of the Company which is deemed a “trade secret” by the California Uniform Trade Secret Act shall be considered to be confidential information and therefore within the scope of this Agreement, unless the Company advises Contractor otherwise in writing. Contractor further agrees to preserve as confidential the confidential information of any third party to which Contractor may have access and to treat such information as though it were Company confidential information. B. Prevention of Unauthorized Release of Company Confidential Information. Contractor agrees to promptly advise the Company of any knowledge which Contractor may have of any unauthorized release or use of any Company confidential information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining or being furnished with any Company confidential information. C. Confidential Information of Third Parties. Contractor agrees not to disclose to the Company and not to use in any way in connection with our work for the Company any confidential information or trade secrets of any kind, or any embodiments thereof, of any previous employer or other third party. Specifically, and without limitation, Contractor agrees to use only our general knowledge, experience and skill in connection with our work with the Company and acknowledge that this is the purpose for which Contractor has been hired by the Company. D. Termination of Work and Deliverables. Contractor agrees that, upon termination of our contract with the Company (voluntary or otherwise), Contractor will return to the Company all things belonging to the Company, and that all documents, records, notebooks and tangible articles containing or embodying confidential information, including copies thereof, then in our possession or control, whether prepared by Contractor or others, will be left with the Company. Deliverables shall also included, but not be limited to: (i) all source code; (ii) firmware; (iii) executable code; (iv) assembled code; (v) documentation including design and any modification thereto, (vi) schematics; (vii) prototype and/or production hardware. CONTRACTOR RECOGNIZES THAT THE UNAUTHORIZED TAKING OF ANY OF THE COMPANY’S TRADE SECRETS IS A CRIME UNDER SECTION 499(C) OF THE CALIFORNIA PENAL CODE, AND IS PUNISHABLE BY IMPRISONMENT IN A STATE PRISON OR IN A COUNTY JAIL FOR A TIME NOT EXCEEDING ONE YEAR, OR BY A FINE NOT EXCEEDING FIVE THOUSAND DOLLARS ($5,000), OR BY BOTH SUCH FINE AND SUCH IMPRISONMENT. CONTRACTOR FURTHER RECOGNIZES THAT SUCH UNAUTHORIZED TAKING OF THE COMPANY’S TRADE SECRETS MAY ALSO RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CIVIL CODE SECTION 3426, ET SEQ., AND THAT A WILLFUL TAKING MAY RESULT IN AN AWARD AGAINST 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|>Confidential Information means any information and documents (whether or not designated as confidential), including, without limitation, financial, tax, commercial, corporate, legal, technical, operational, management, business and other information and documents concerning the Target or any of their Affili<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ates, as well as any and all information and documents regarding the intended sale of the Target, that is directly or indirectly disclosed, furnished or made available, whether before or after the date hereof, in any way or by any means whatsoever (including, without limitation, in writing, orally or in electronic form), in a data room or elsewhere, to the Receiving Party or any employees of the Receiving Party, by any director, manager, agent, representative, advisor or employee of the Disclosing Party or any Affiliate of the Disclosing Party, in connection with the intended sale of the Target. Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, Target or financial information, research and development activities, product and marketing plans, and customer and supplier information. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXHIBIT 10.5 NONCOMPETITION AND NONDISCLOSURE AGREEMENT THIS NONCOMPETITION AND NONDISCLOSURE AGREEMENT (this “Agreement”) is entered into and effecti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ve as of July 18, 2014 between NN, Inc., a Delaware corporation (“Company”), and John C. Kennedy, an individual (“Kennedy”). RECITALS WHEREAS, Company and Autocam Corporation, a Michigan Corporation (“Autocam”), have entered into that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), under which PMC Global Acquisition Corporation, a Michigan corporation and a wholly owned subsidiary of the Company, will merge with and into Autocam, and Autocam will continue as a wholly owned subsidiary of the Company (the “Merger”); WHEREAS, Kennedy owns a majority of shares of Autocam before the Merger, received consideration from the Company in connection with the Merger, and is a stockholder of the Company; WHEREAS, Autocam engages in the precision metal components business for the transportation industry (the “Autocam Business”); WHEREAS, the Company engages in the precision metal components business for the automotive industry, aerospace industry, industrial machinery, precision shafts, small tool components, and other industrial and consumer products using precision metal components and assemblies (the “Company Business”) throughout the world; WHEREAS, Kennedy has had access to knowledge of Autocam’s trade secrets and other confidential and proprietary information and will have access to knowledge of the Company’s trade secrets and other confidential and proprietary information and that it is of vital importance to the success of the Company for Kennedy (i) not to compete against the Company and its business and activities for a specified period of time after the Merger and (ii) not to disclose Company’s trade secrets and other proprietary information; and WHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows 1. Noncompetition Covenants. Kennedy covenants and agrees: (a) For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Kennedy shall not, nor shall Kennedy permit any of his Affiliates, directly or indirectly, (i) engage in or assist others in engaging in the Autocam Business; (ii) have an interest in any Person that engages directly or indirectly in the Autocam Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Kennedy may own, directly, or indirectly, solely as an investment, securities of any Person <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 FFI Contact Name: FFI Contact Phone: FORMFACTOR, INC. NON-DISCLOSURE AGREEMENT (COMPANY) This Non-Disclosure Agreement ("Agreement") dated as of ("Effective Date"), is by and between FormFactor, Inc. ("FormFactor"), a Delaware corporation, having an office at 5666 La Ribera Street, Livermore, CA 94550, and Name: , having an office at Street Address:, City, State, Zip Code:, on its own behalf and on behalf of its parents, subsidiaries and affiliated companies (collectively "Recipient"). FormFactor desires to disclose, and Recipient desires to receive for its own internal evaluation, information relating to certain of FormFactor's technologies and business strategies, which information is deemed to be confidential, secret and/or proprietary to FormFactor, for the sole purpose of assisting in the determination of their mutual interest in a business relationship ("Purpose"). Accordingly, FormFactor and Recipient agree as follows: 1. CONFIDENTIAL INFORMATION. 1.1 "Confidential Information" shall mean: (a) All information disclosed by FormFactor to Recipient whether such information is disclosed in written, graphic, electronic, oral or sample form; and (b) All component specifications, component and contact structures, equipment designs, electronic configurations, manufacturing processes and methodologies, including any information which can be obtained by examination, testing, repair, reverse engineering and analysis of any hardware, or component part thereof comprising, relating to, or a part of a product manufactured or assembled with FormFactor's technology, notwithstanding the fact that the requirements for marking and designation referred to in Paragraph 2.1 have not been fulfilled. 1.2 Confidential Information shall not include information that Recipient can demonstrate, through extant, contemporaneously prepared, written records: (a) Is or becomes part of the public domain through no fault or breach on the part of Recipient, any of its subsidiaries, affiliates or persons to whom Confidential Information is disclosed as permitted by this Agreement; or (b) Is known to Recipient or any of its subsidiaries or affiliates prior to the disclosure by FormFactor; or (c) Is subsequently rightfully obtained by Recipient or any of its subsidiaries or affiliates from a third party who has the legal right to disclose or transfer it to Recipient. 2. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION. 2.1 As to any information which FormFa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ctor regards as "Confidential Information", disclosures by FormFactor following the Effective Date are subject to and in FormFactor's sole and absolute discretion and will be made as follows: (a) If such information is in writing, or in a drawing, or in some other tangible form, such information at the time of such disclosure will be clearly marked as "Confidential Information"; and (b) In the event that such information is orally disclosed, as may happen during exchanges between the parties, FormFactor shall state that the information disclosed is Confidential Information. 2.2 As to any information whether or not specifically designated by FormFactor as "Confidential Information" (as hereinabove described), FormFactor reserves all of its rights and remedies as may now or in the future be accorded to FormFactor under the patent and copyright laws as may apply to the disclosure or use of such information by Recipient. 2.3 Recipient shall use Confidential Information solely and exclusively for the purpose of this Agreement. Recipient shall not use Confidential Information for the benefit of any other party, or disclose, publish, disseminate or copy Confidential Information or any part thereof, to any other person, corporation or other organization without, in each case, obtaining the prior written consent of FormFactor. Recipient shall restrict any and all circulation of Confidential Information to a limited number of its employees on a "need to know basis" for the exclusive purpose of reviewing the Confidential Information for the Purpose of this Agreement. Recipient acknowledges that all information is provided "AS IS" and without any warranty, whether express or implied, as to its accuracy or completeness, non-infringement or use for particular purpose. 2.4 Recipient shall not reverse engineer, decompile or disassemble any of the Confidential Information or any products or samples containing Confidential Information; provided, however, Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them. Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them. Recipient shall use its best efforts to safeguard against the unauthorized use or disclosure of Confidential Information, and take security precautions at least as great as the precautions it takes to protect its own confidential and proprietary information and materials. 2.5 Notwithstanding anything to the contrary herein provided, Recipient shall not: (a) Deliver or leave any samples; parts or products containing Confidential Information to or with third party; (b) Disclose to any third party the manufacturing or assembly process used by FormFactor, or the structure of FormFactor's electronic interconnect technology products; and/or (c) Disclose to any third party any evaluation and testing date or results, unless FormFactor gives prior written approval of such disclosure. 2.6 Neither execution of this Agreement nor the furnishing of any Confidential Information to Recipient shall be construed as granting to Recipient, either expressly or by implication, estoppel, or otherwise, any license or right to (a) make use of any such Confidential Information, or (b) any patents or other intellectual property of FormFactor, other than for the purpose. Recipient agrees that neither it nor any of its subsidiaries, affiliates or representatives will use Confidential Information for outer than the purpose without the specific and written express consent of FormFactor prior to such use. Furthermore, Recipient agrees that Confidential Information is the sole property of FormFactor and that Recipient has no proprietary interest in such information whatsoever. 2.7 Within ten (10) business days of receipt of FormFactor's written request, Recipient will return to FormFactor 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|>Haldex Non-disclosure Agreement May 2015. REG NO: HDX4-51-130 This non-disclosure agreement (the “Agreement”) is entered into by and between , with company registration number , address at and fax number hereinafter referred to as “Haldex”, and , with company registration number , address at and fax number hereinafter referred to as the Supplier. Haldex and Supplier are hereinafter jointly referred to as Parties and individually as Party. 1. Purpose Haldex and the Supplier will evaluate the possibility to enter into an agreement regarding . For this purpose, the Parties need to exchange Confidential Information. 2. Confidential Information 2.1 Confidential Information shall mean: i) all technical, financial and business information disclosed by one Party to the other Party or by another Haldex Group entity to the Supplier including, but not limited to, documents, data, information, prototypes or components relating to devices, methods, materials, apparatus, designs, research, yields and specifications; and ii) information relating to the existence of this Agreement; 2.2 Confidential Information shall not include: i) information which was known by a Party prior to receiving it from the other Party if this can be demonstrated by written record; ii) information which at the time of disclosure is in the public domain or which is published after disclosure or otherwise becomes part of the public domain without breach of this Agreement; iii) information which the Party can show was received from a third party who did not to the best knowledge of the Party receive the information, directly or indirectly, from the other Party under any obligation of confidentiality; iv) information developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party; and v) information which is disclosed due to any requirement under mandatory law. 3. Undertakings of the Parties The Parties undertake: i) to treat all Confidential Information as absolutely secret, private and confidential; ii) to take all steps necessary to preserve such confidentiality and secrecy; iii) to prevent disclosure of any such Confidential Information to any third party; iv) to use the Confidential Information solely for the purpose set out in Section 1; v) to disclose the Confidential Information only to those of its directors, employees and consultants who need the Confidential Information to conduct tasks in relation to the purpose set out in Section 1; vi) to ascertain that each person who receives Confidential Information is made aware of and comply with this Agreement; and vii) to immediately upon request deliver to the other Party all Confidential Information that belong to that Party in any form without retaining any copies thereof, or, at the other Party’s option, certify in writing that all copies of such information have been destroyed. 4. Disclosure under mandatory law If either Party due to mandatory law is forced to disclose information which would otherwise be considered as Confidential Information, the Party shall prior to the disclosure inform the other Party hereof and the Parties shall mutually decide how to minimize the negative consequences thereof. 5. Indemnification The Parties undertake to reimburse, indemnify and hold the other Party harmless from any damages, loss or expense incurred by it as a result of either Party violating the terms of this Agreement. 6. No license Nothing in this Agreement shall be deemed to constitute or to imply the granting of any license, immunity or other right under any intellectual property right of either Party, or to provide a commitment of any kind by either Party to ent<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>er into further agreements with the other Party. 7. Disputes and Governing Law 7.1 Any and all disputes, controversies and claims arising out of or in connection with this Agreement, o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ale from a new customer that was not already in Evolent’s sales pipeline (i.e., a “warm lead”) or a then-current customer of Evolent generated directly by ABCO’s efforts and without any assistance from any Evolent employee or representative (including any ABCO employee that serves on the Board of Directors of Evolent), in accordance with the following terms: (a) ABCO will receive a one-time referral fee for any “employee health” diagnostic, consulting or broker services provided by Evolent to a Covered Health System, equal to the lesser of $20,000 or 5% of the total Evolent revenue from the Covered Health System during the initial twelve (12) months of services under the service agreement with such Covered Health System. (b) ABCO will receive $50,000 per year for three (3) years for each health system joining Evolent as an Employee Health Platform Customer. An “Employee Health Platform Customer” is defined as a health system purchasing diagnostic/consulting services and ongoing medical management/health plan services (i.e., care management, HealthPlaNet care management application, and the TPA platform, etc.). (c) ABCO will receive $100,000 per year for three (3) years for a health system joining Evolent as a Platform Health Plan Customer. A “Platform Health Plan Customer” is defined as a health system purchasing ongoing medical management services, ongoing health plan outsourcing services (i.e., TPA) and health plan management services for purposes of a licensed insurance entity with at least fifty thousand (50,000) lives (beyond the employee population). (d) With the exception of making the introduction (ei<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther through an email or an in-person meeting) (to generate the “warm lead”), ABCO would not be expected to perform any actual duties or incur actual cost to receive a referral fee. (e) The annual referral fees for each referral would be capped at the lesser of (x) 5% of annual revenue generated by Evolent for the respective customer and (y) the $50,000 or $100,000 figures described above, as applicable. 6. SOLICITATION AND COMPETITION. 6.1 Scope: 6.1.1 Throughout the Term, ABCO agrees not to offer any ABCO Restricted Products and Services to (a) any Evolent Clients or (b) any Evolent Top Prospects; provided, however, that ABCO shall not be restricted from making any such offer to any Evolent Top Prospect or Evolent Client with whom ABCO was, at the time such Person was identified as an Evolent Top Prospect or became an Evolent Client, engaged in an Active Sales Process. The foregoing restrictions shall not apply in the event of a Change of Control of Evolent or in the event that ABCO ceases to be a shareholder of Evolent. 6.1.2 None of the foregoing would prohibit ABCO from: (a) Marketing, offering, licensing or selling versions of any of its Crimson Population Risk Management products, or the successors to any such products, provided that such products, or the successors to any such products, are not the same as or substantially similar to (i.e., includes functionality that is redundant in substantial and material respects with) HealthPlaNet as it exists as of the Effective Date. (b) Supporting employers with care management related best practices and research. (c) Offering traditional “dedicated advisor” support<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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. 8. No Representation of Accuracy. Although the Company has endeavored to include in the Evaluation Material information which it believes to be relevant for the purpose of your investigation, you understand that none of the Company or its Representatives have made or make in this letter agreement any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. You agree that none of the Company or its Representatives shall have any liability to you or any of your Representatives pursuant to this letter agreement resulting from the selection, use or content of the Evaluation Material by you or your Affiliates or Representatives. You further agree that you and your Representatives will be entitled to rely solely on such representations and warranties as may be included in a definitive agreement relating to a Possible Transaction, subject to such limitations and restrictions as may be contained therein. 9. Destruction or Return of Evaluation Material. You may determine not to pursue a Possible Transaction at any time and for any, or no, reason, and will promptly inform the Company at any time such a decision is made. Upon the Company’s demand, you shall, at your sole option, either promptly (a) destroy the Evaluation Material and any copies thereof, or (b) return to the Company all Evaluation Material and any copies thereof, and, in either case, confirm in writing to the Company that all such material has been destroyed or returned, as applicable, in compliance with this letter agreement. It is understood that information i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as “computer or system back-ups”) but that such information will continue to be protected under the confidentiality requirements and non-use limitations contained in this letter agreement, and you and your Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder. Notwithstanding the foregoing, you and your Representatives may retain one copy of any work product prepared by you or them that contains Evaluation Material to the extent necessary or advisable pursuant to applicable legal or regulatory requirements, professional standards or reasonable business practice; provided that you and such Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder with respect to such work product. 10. Injunctive Relief. You acknowledge and agree that money damages may not be a sufficient remedy for any breach of this letter agreement by you or your Representatives and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, without proof of damages, and each party further agrees to waive, and shall cause its Representatives to waive, any requirement for the securing or<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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; and 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 the 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 bi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nt or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other's confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 60 days' advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year c. time period does not apply if applicable law requires a longer period. 5. General rights, obligations and miscellaneous. a. Law that applies; jurisdiction and venue. The laws of the State of Florida govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in Broward County, Florida. If not, we each consent to exclusive jurisdiction and venue in the Superior Court of Broward County, Florida. b. Non-solicitation- Clients. Each party expressly agrees to non-solicitation of business services with each other’s existing customers. As part of subsequent agreements between Partner and BCG to engage in joint customer business, Partner agrees not to solicit business services from any of BCG’s customers where BCG has engaged Partner on any such customer work orders and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>where BCG has introduced Partner to such customer(s). Conversely, BCG agrees not to solicit business services from any of Partner’s customers where Partner has engaged BCG on any such customer work orders and where Partner has introduced BCG to 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|>of competent jurisdiction (provided that the LHT gives adequate notice of such pending order to HPAC so that HPAC can seek a protective order or other appropriate remedy). If the above exclusions apply to only a portion of the Confidential Information, then only that portion shall be excluded from the restrictions contained herein. 5. This Agreement shall not be assigned by either party without the express written consent of the other party; however, either party may assign this Agreement to its respective successors in interest. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and may be modified only by a written amendment signed by both parties. LHT agrees to comply with all governmental regulations applicable to the Confidential Information, including federal and state securities laws and US Export Control Laws and Regulations. 6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations are not specifically enforced, and that no adequate legal remedy exists for breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive relief, in addition to any other remedies available. Reasonable attorney's fees and costs shall be awarded to HPAC in the event of litigation in which HPAC prevails involving the enforcement or interpretation of this Agreement. 7. This Agreement shall be governed by the laws of the United States and the State of California, excluding its conflict of laws rules. <TABLE> <C> <S> <C> <C> LUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE /s/ KNUT WISZNIEWSKI /s/ JAMES R. BENNETT By: Knut Wis<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>zniewski By: James R. Bennett Its: Director of Finance Its: Chief Financial Officer and ---------------------------------- Secretary </TABLE> /s/ PETRA FELLHOELTER By: Petra Fellhoelter<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT ("Agreement") is made this 21st day of October, 1996, by Valco Inc., a Colorado corporation ("Valco") and Thomas E. Brubaker ("Brubaker"), in favor of Continental Materials Corporation, a Delaware corporation ("CMC"). Preliminary Recitals: WHEREAS, that certain Acquisition Agreement dated the date hereof (the "Acquisition Agreement") by Valco and CMC, provides for the acquisition by CMC of certain rights, properties, assets (including a partnership interest) owned or held by Valco; WHEREAS, that certain Fee Sand And Gravel Lease dated the date hereof (the "Lease") between Valco and CMC provides for the lease by Valco to CMC of certain property containing sand and gravel deposits in Pueblo County, Colorado; WHEREAS, Brubaker is presently President and a stockholder of Valco; NOW, THEREFORE, in consideration of CMC's agreements and covenants contained in the Acquisition Agreement and the Lease and to induce CMC to consummate the purchase and lease provided for in the Acquisition Agreement and the Lease, Valco and Brubaker hereby covenant and agree with CMC as follows: 1. Preamble; Preliminary Recitals The preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement. 2. Non-competition (a) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of ten (10) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever: (I) engage in the business relating to sand and gravel mining or sales of ready mix concrete, asphalt and construction aggregates, in Pueblo and/or El Paso Counties, Colorado; (ii) operate or own a concrete batch plant, aggregates operation or asphalt plant in Teller County, Colorado; or (iii) except to Valco's present customers and prospective customers in similar businesses, make any sales to any customers in Teller County, Colorado. (b) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of two (2) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever, solicit employment of any of Valco's current or former Pueblo area employees who are retained by CMC or any of its subsidiaries in connection with the Pueblo operations, or encourage any such employees to leave the employ of CMC or any of its subsidiaries. 3. Non-disclosure (a) Except as provided in Subsection (b) below, each of Valco and Brubaker agrees that, for a period of ten (10) years from and after the date hereof, all information previously or hereafter disclosed to any of them by CMC in connection with the transactions contemplated by the Acquisition Agreement and Lease and information relating to Valco's (after the date hereof CMC's) Pueblo operations is confidential (collectively, "Confidential Information") and shall be held in strict confidence and not disclosed to any person or entity. (b) Valco and Brubaker shall have no requirement to keep information confidential, and no such information shall be considered Confidential Information, to the extent any of <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the following applies: (I) the information was within the public domain at the time it was first known or provided to Valco and Brubaker; (ii) the information was published or otherwise became part of the public domain after it was first known or provided to Valco and Brubaker through no fault of either of them or their respective directors, officers, agents employees or affiliates; or (iii) the information is required to be disclosed (x) by any federal or state law, rule or regulation, (y) by any applicable judgment, order or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (z) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding; provided, however, that if any of Valco and Brubaker proposes to disclose the information in accordance with (x), (y) or (z), such party shall, to the extent feasible, first give CMC reasonable prior notice of the proposed disclosure of any such information to the application of such law, rule or regulation, or to appear before any court, governmental agency or arbitration order to contest the disclosure, as the case may be. (c) Valco may disclose, on a need to know basis, Confidential Information to directors, officers, employees, attorneys and accountants, subject to the last sentence of this paragraph (c). With CMC's prior written consent (which will not be unreasonably withheld), Valco and Brubaker may disclose, on a need to know basis, Confidential Information to consultants, advisors and institutional lenders, subject to the last sentence of this paragraph (c). Valco also may disclose, on a need to know basis, and subject to the last sentence of this paragraph (c), to any bona fide acquirer (whether by purchase, exchange, merger or otherwi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>arty was or is not, directly or indirectly, subject to an obligation of confidentiality owed to the Disclosing Party or any of their Affiliate<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s at the time such Confidential Information was or is disclosed to the Receiving Party. As used in this Paragraph, an "Affiliate" of a Disclosing Party shall mean an entity which controls, is controlled by or is under common control of a Disclosing Party, and the term "control" shall mean, with respect to any entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. Nondisclosure of Confidential Information. Except as otherwise permitted by Section 3, the Receiving 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 Inform<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>mation in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not 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. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreem<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ent, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>uire information considered confidential, non-public, or exclusive in nature; CONSIDERING THAT the potential Franchisee recognizes that the Franchisor is asking them to refrain from discussing the Franchise project and from disclosing any information (be it by written, oral, or electronic channels) to a third party (as described below), even if the information is known to the general public, since discussions between the potential Franchisee and a third party could jeopardize or be detrimental to the Franchisor’s interests; CONSIDERING THAT the potential Franchisee has received information—financial, operational, and other—concerning the Franchisor, including confidential, non-public information. This information has been requested by the potential Franchisee so that they may evaluate a potential transaction with the Franchisor. It is recognized that, in the event that the potential Agreement is reached, it is in the Franchisor’s best interest to make the confidential information available to the potential Franchisee so that the latter may evaluate any transaction. AS A RESULT, THE PRESENT AGREEMENT ATTESTS THAT, in light of the above and considering the Agreements and obligations described below, as well as considering the payment of a nominal fee of 1 dollar ($ 1.00) by the Franchisor to the potential Franchisee (the reception and validity of which are recognized by the present Agreement), the involved parties mutually agree to the following: 1. Definitions: In this document, the following terms will have the following definitions: (a) “Third person” includes, but is not limited to, any person, company, association, organization, union, corporation, and any other entity or individual; (b) “Confidential information” refers to and encompasses any information acquired or received by the potential Franchisee from or concerning the Franchisor, including, without limiting the generality of the foregoing: i. any information concerning the Franchise, even if this information is known or available to the general public; ii. any information or data concerning the Franchise and the Franchisor; iii. any financial information concerning the Franchise and the Franchisor; iv. the present confidentiality Agreement. 2. Non-disclosure: The potential Franchisee recognizes that any confidential information could be used to the detriment of the Franchisor and the Franchise, and that the Franchisee disclosing any confidential information could cause irreparable damage to the Franchisor and the Franchise. The potential Franchisee hereby agrees to respect unconditionally the confidential nature of all confidential information and to never disclose or communicate any confidential information to a third party, be it directly or indirectly, or knowingly use this information for any purpose whatsoever, except with the Franchisor’s written consent. Furthermore, the potential Franchisee agrees to not discuss or communicate any aspect whatsoever of the confidential information, be it directly or indirectly, to any agent, director, employee, or any other representative EXCEPT if these individuals (i) have been informed of the confidential nature of the information and (ii) have duly completed and signed the certificate presented in Annex “A”. The potential Franchisee will be held accountable for any violation of this Agreement committed by their directors, agents, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>employees, representatives, and other professional representatives. 3. Necessary measures: The potential Franchisee agrees to take the necessary measures to ensure that the provisions of the present Agreement are respected to the same or greater degree that they would reasonably expect the confidentiality of their own information of the same nature to be respected. 4. Return of confidential information: All documents, letters, reports, protocols, notes, journals, drawings, plans, maps, sketches, spreadsheets, data, and any other written material, correspondence, archive, or e-mail (including any electronic material) containing confidential information, as well as any copies of these materials, must be returned by the potential Franchisee upon written request to do so from the Franchisor or at any time at the Franchisor’s discretion. Any copies of the materials that may have been made must be destroyed (subject to applicable laws and in consideration of requirements for internal auditing, in which case the provisions of the present Agreement will continue to be applied to the confidential information which remains to be processed) in compliance with the procedu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the security. (c) The term “Evaluation Material” means information (whether oral, written, electronic or otherwise) concerning Provider which has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient’s evaluation of a Possible Transaction, including Provider’s business, financial condition, operations, assets, liabilities, personnel and contracts, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient’s or its Representatives’ (on behalf of Recipient) possession, prior to its being furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or (iv) Recipient can reasonably show was independently developed by Recipient or Recipient’s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives. (d) The term “Representatives” shall include the directors, officers, employees, potential financing sources, partners, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of a Party who have a need to know the Evaluation Material for purposes of evaluating a Possible Transaction, but only those of the foregoing who actually receive Evaluation Material directly from or at the direction of such Party. For the avoidance of doubt, Roark Capital Acquisition LLC shall be a Representative of FOCUS Brands Inc. under this Agreement. (e) The term “Person” includes the media and any corporation, partnership, group, individual or other entity. 3. Use of Evaluation Material. Each Recipient shall, and shall cause its Representatives to, (i) use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and (ii) keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient’s Representatives who need to know such information for the sole purpose of helping Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient’s Representatives. This Agreement does not grant Recipient or any of its Representatives any license to use Provider’s Evaluation Material except as provided herein. In addition, all proprietary and intellectual property rights in and to the Evaluation Material shall remain the sole property of Provider, and nothing in this Agreement shall be construed in any way to grant to Recipient or its Representatives or any other Person any express or implied option, license or other right, title or interest in or to any Evaluation Material, or to any intellectual property rights embodied in such Evaluation Material. 4. Non-Disclosure of Di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>scussions. Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will cause its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or any other transaction between the Parties or (iii) 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 the ability of Recipient or its 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 Persons agrees in writing to be bound by the terms of this Agreement applicable to Representatives. 5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by Provider, a Recipient or any of its Representatives is nonetheless legally compelled or required to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or would be liable for <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (the "Agreement”) is entered into on this day of by and between NPAF.CA (www.npaf.ca), located at St. John’s, Newfoundland, Canada ( the” Disclosing Party”), and with and address at (the “Recipient” or the “Receiving Party”). The Recipient hereto desires to participate in discussions regarding (the “Transaction”). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Definition of Confidential Information. (a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtain<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 10.34 NON-DISCLOSURE AGREEMENT This Non-Disclosure agreement, (hereinafter "Agreement") having an effective date of September 18,2012, is made and entered into among the Parties listed in Schedule A each individually referred to as "Party" and collectively called "Parties." WHEREAS each Party is considering disclosing certain technical, marketing, and business information, including ideas, discoveries, inventions, software code, prototypes, price information, future product plans, manufacturing methods, and other ideas of a technical or economic nature, which is considered to be confidential or proprietary (hereinafter "Proprietary Information"). WHEREAS the Parties have concluded that it is in their mutual interest for them to disclose Proprietary Information each to the other for the purpose of their assessing the possibility of entering into a business transaction amongst themselves ("Purpose"). In consideration of the mutual understanding of the Parties, it is agreed as follows: 1. As used in this Agreement, in each case where a party is disclosing Proprietary Information that party is referred to as the "Disclosing Party" and the party receiving such Confidential Information is referred to as the "Recipient". 2. Recipient agrees to hold Proprietary Information in confidence and to protect it against disclosure to the public and third parties. Accordingly, Recipient shall employ protective measures fully commensurate with those used by Recipient to protect its own trade secrets and other confidential information from disclosure to the public and to third parties. Such measures shall include restricting access to Proprietary Information only to Recipient's employees or agents whose access is reasonably necessary to carry out the Purpose and who have legally enforceable obligations to Recipient that would conform to the obligations of this Agreement. 3. Recipient agrees to use Proprietary Information only for the Purpose. Proprietary Information shall not be reproduced in any other form except as required to accomplish the Purpose 4. Recipient agrees not to reverse-engineer or have a third party reverse-engineer the Proprietary Information without first obtaining the express, written consent of Discloser. 5. The obligations of confidentiality and restrictions on use set forth in Paragraph 2 above do not apply to information that Recipient can demonstrate by competent physical evidence: (a) Was already known by Recipient prior to receipt from Discloser or becomes known by Recipient independently of Discloser through no wrongful act of Recipient; (b) is now, or becomes, publicly known through no violation of this Agreement; (c) is disclosed pursuant to law, regulation or lawful order or process, provided that Recipient promptly notifies Discloser so as to permit Discloser to oppose or limit such disclosure; or (d) is appr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>oved in writing by Discloser for disclosure to a third party by Recipient. Proprietary Information disclosed by Discloser to Recipient shall not be deemed to come under the above exceptions merely because it is embraced by more general information that is or becomes subject to the above exceptions. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the Recipient, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Recipient. 6. Neither the execution of this Agreement, nor the disclosure of any Proprietary Information hereunder, shall be construed as granting Recipient any immunity or license to use Proprietary Information in any way <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Recipient shall promptly return to MS. or certify destruction of, all full or partial copies of the Product and related materials provided by MS. Section 6 shall survive termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product. 4. COST OF TESTING. There is no charge to Recipient for testing of the Product. MS shall bear all transportation expenses relating to the shipment of the Product to Recipient's place of business and Recipient will pay any return transportation expenses. 5. PRODUCT MAINTENANCE. MS is not obligated to provide maintenance or updates to Recipient for the Product. However, any maintenance or updates provided by MS shall be covered by this Agreement. 6. CONFIDENTIALITY. The Product and related information is proprietary and confidential information to MS and its suppliers. Recipient agrees not to disclose or provide the Product, documentation, or any related information (including the Product features or the results of use or testing) to any third party or use the Product for any purpose other than as provided in this Agreement. However, Recipient may disclose confidential information in accordance with judicial or other governmental order, provided Recipient shall give MS reasonable written notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Further, Recipient shall not be obligated to maintain the confidentiality of information which Recipient can prove (1) is already known to Recipient without an obligation to maintain the same as confidential; (2) becomes publicly known through no wrongful act of Reci<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>pient; (3) is rightfully received from a third party without breach of an obligation of confidentiality owed to MS; or (4) is independently developed by Recipient. This provision shall survive the termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product. 7. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The Product constitutes pre-release code and may be changed substantially before commercial release. The PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHAL<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> prove actual damages and without prejudice to any other rights and remedies that they may have otherwise. 2.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Purpose and supersedes any prior understanding or a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>greements thereon. 3. Non-disclosure and Non-use Obligations 3.1. Ownership of Confidential Information. All Confidential Information of a Party is and shall remain the property of that Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights to any Confidential Information of a Disclosing Party, or to any intellectual property contained therein. 3.2. Exchange of Confidential Information. Confidential Information may be exchanged by the Parties from the Effective Date until the Expiration Date, or, if the agreement(s) underpinning the Purpose have been entered into before the Expiration Date, then Confidential Information may be exchanged until the obligations in such agreement(s) are still in effect. 3.3. Authorized Use. Confidential Information shall be used exclusively for (i) discussions and/or negotiations, (ii) performance and/or enforcement, (iii) termination and/or disputes, of or relating to the Purpose, and shall not be used for any other purpose. 3.4. Non-disclosure. Each Party shall hold the other Party’s Confidential Information in strictest confidence and shall not disclose the other Party’s Confidential Information to any third party, except to the Receiving Party’s own Authorized Persons on a need-to-know basis. 3.5. Information Security. Each Party shall secure the other Party’s Confidential Information and protect it from access by anyone other than its Authorized Persons, in the same way that it protects its own Confidential Information, but in all cases using a professional degree of care. The Receiving Party’s obligations relating to securing and protecting Confidential Information shall remain in effect for the later of either (i) 5 (five) years after the last date defined in clause 3.2 or (ii) until the Confidential Information may reasonably be considered as no longer confidential. 3.6. Breach of Confidentiality. The Receiving Party shall immediately notify the Disclosing Party upon learning of any actual or potential access of its Confidential Information by unauthorized third parties. If (i) an Authorized Person’s or former Authorized Person’s action or omission would be considered a breach of this Agreement if they had been a party thereto, and (ii) the Receiving Party has coercive power over them at the time of such action or omission, then the Receiving Party shall be responsible for such action or omission as if it were its own breach. 3.7. Required Disclosures. Nothing in this Agreement shall prohibit either Party from disclosing a part of the other Party’s Confidential Information if legally required to do so by law or regulation (including those governing capital markets), judicial or governmental order, provided that it gives, to the extent and as soo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term "Services" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers. (8) "Subsidiary," with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement. ARTICLE II AGREEMENT TO COOPERATE Subject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account. ARTICLE III AGREEMENT NOT TO COMPETE 3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to: (i) engage in the Product Business; (ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or (iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of CompuCom or any Subsidiary of CompuCom. (b) Seller agrees that during t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers. Notwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements ("SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> negotiations and communications oral or written, with respect to the subject matter herein. 10. Counterparts. This agreement may be signed in one or more counterparts and the parties agree that facsimile copies of this Agreement to be considered as one legal original and signatures thereon shall be legal and binding. Accepted and Agreed: On this 13 day of February, 2012. MONNIT CORP. RECEIVING PARTY By: By: MICHEL ST-PIERRE Name: Name: Michel St-Pierre Is: Its: Exhibit A Within 10 days of identifying a Business Source, Monnit shall amend this Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party. Business Source provided by Monnit: <|eot_id|>
<|start_header_id|>assistant<|end_header_id|> <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>shall remain bound for five (5) years from the date of disclosure by all confidentiality obligations, and subject to all remedies, under this AGREEMENT after termination, including, without limitation, the obligations set forth in Sections 3, 6 and 7 and the remedies specified in Section 4. Upon written request, all CONFIDENTIAL INFORMATION shall be returned to the DISCLOSING PARTY or destroyed at the request of the DISCLOSING PARTY. Similarly, if at any time prior to December 31, 2017, a PARTY withdraws from the NRSC, any DISCLOSING PARTY may request that the withdrawing PARTY, and the withdrawing PARTY may request that the RECEIVING PARTY either return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY or destroy such information. Within seven (7) days of receipt of a written notice requesting return or destruction of any CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall, as requested, either return or destroy all designated CONFIDENTIAL INFORMATION and all copies of such CONFIDENTIAL INFORMATION, whether in written or electronic form. 8 Severability. All sections and subsections of this AGREEMENT are severable, and the unenforceability or invalidity of any of the sections or subsections of this AGREEMENT shall not affect the validity or enforceability of the remaining sections or subsections of this AGREEMENT, but such remaining sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the PARTIES. 9. Waiver. The waiver by a PARTY of a default or breach of any provision of this AGREEMENT shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision by that PARTY. No waiver or modification of this AGREEMENT or of any covenant, condition, or limitation contained in this AGREEMENT shall be valid unless in writing and duly executed by the PARTY or PARTIES to be charged therewith. 10. Miscellaneous. This AGREEMENT contains the complete agreement concerning the arrangement among the PARTIES, as of the date hereof, and supersedes all other similar agreements or understandings among the PARTIES, whether oral or written, consistent or inconsistent, with this AGREEMENT. This AGREEMENT may not be amended by the PARTIES except by a writing executed by all PARTIES. 11. Execution and Delivery. Execution and delivery of this instrument via facsimile shall be effective and binding upon the PARTIES. This instrument may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This AGREEMENT shall become effective as to a PARTY upon signature of such PARTY. IN WITNESS WHEREOF, the PARTIES have duly executed and delivered this AGREEMENT by the signatures of the PARTIES on the dates indicated herein. P<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>arty’s (Company’s) Name Signature Name (Printed or Typed) Title Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>h of the parties wish to disclose confidential information to the other party hereto about their own intellectual property, business affairs and methods of work. (B) The parties wish to regulate how such confidential information is to be treated in order to protect the party owning such confidential information. 1. DEFINITIONS “Purpose” shall mean the purpose referred to in recital A. “Confidential Information” shall mean all information in whatever form, whether imparted orally or in writing or by other medium including all copies of the same which one party hereto discloses to the other pursuant to the Purpose. “Disclosing Party” shall mean a party hereto who discloses its Confidential Information to the other Party hereto. “Receiving Party” shall mean a party hereto who receives Confidential Information. 2. USE OF CONFIDENTIAL INFORMATION 2.1. A Receiving Party agrees: 2.1.1. to keep the Confidential Information of the other strictly confidential and not copy, supply or make the same available to any person other than as permitted in Clauses 2.1.2 and 2.1.3 below; 2.1.2. to use the Confidential Information of the other solely in, and to the extent necessary for the Purpose and not to copy or use any Confidential Information of the other save to the extent necessary for the Purpose; 2.1.3. not to disclose any Confidential Information to any person or entity other than to such of its employees who need to know for the Purpose (“Permitted Disclosees”), provided that the Receiving Party shall ensure that its Permitted Disclosees keep all Confidential Information confidential and only use it on the terms of this Agreement, as if such Permitted Disclosees were party to this Agreement. 3. CARE 3.1. Without prejudice to the generality of Clause 2, the Receiving Party shall exercise no less a degree of care in protecting the Confidential Info<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rmation than which it uses to protect its own information of like sensitivity and importance. 4. EXCLUSIONS 4.1. The provisions of this Agreement shall not apply to information: 4.1.1. publicly available prior to the date of this Agreement or that is made publicly available on or after the date of this Agreement by the Disclosing Party without restriction; 4.1.2. that is independently obtained by the Receiving Party without breach by it of any obligation of confidentiality; 4.1.3. already in the Receiving Party's possession and was lawfully received from sources other than the Disclosing Party; 4.1.4. which is required to be disclosed by law, provided that, to the extent the Receiving Party is not prohibited from doing so by law, it undertakes to give the Disclosing Party not less than two business days’ notice of such requirement of disclosure and, to such extent, will make such disclosure in the manner and with the content agreed by the Disclosing Party. If any portion of Confidential Information falls within any of the above exceptions, the remainder shall continue to be subject to the restrictions of this Agreement. 5. COMPLETENESS OF INFORMATION 5.1. The Confidential Information is disclosed on an AS IS basis. Neither party makes any warranties expressed or implied either regarding the sufficiency or completeness of the Confidential Information for any purpose or regarding any infringements which may arise from the use of the Confidential Information. 6. RIGHTS 6.1. Neither party shall acquire any intellectual property rights or other right, title or interest in any Confidential Information of the other as a result of or in connection with this Agreement. 6.2. Except as provided herein, no right or license whatsoever, either expressed or implied, is granted to either party pursuant 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 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|>dential by the Receiving Party. Ross & Moncure recognizes Confidential Information to be any information or personal data that it receives from the Client in the process of tax preparation or planning. 2. Obligations Regarding Confidential Information. Ross & Moncure pledges not to disclose any information to which it has access in the process of the performance of a Client engagement. Ross & Moncure also agrees to only request of the Client information necessary to carry out services requested by the Client. Ross & Moncure shall process information and data provided in accordance with the instructions given by the Client and shall refrain from recording, reproducing, or storing data for superfluous reasons. This prohibition affects both hard-copy data and data on any electronic, magnetic, analogue or digital medium. Under no circumstances may it disclose such data to third parties without written authorization from the Client, even merely for safekeeping. Ross & Moncure recognizes that the duties of secrecy and non-disclosure continue to apply indefinitely even after all service engagements have terminated. Ross & Moncure undertakes to take and maintain the technical and organizational steps required to guarantee data security and prevent their alteration, loss<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and unauthorized processing or access, according to the security level required pursuant to the aforementioned legislation. These steps refer to the files, processing centers, premises, equipment, systems, programs and people involved in processing. Once the contractual service has been performed, Ross & Moncure agrees to hand back to the Client all of the raw data used in tax planning upon the Client’s written request. Ross & Moncure does not agree to hand back and destroy copies of completed tax returns, as the American Institute of Certified Public Accountants and the Association for Accounting Administration both dictate that best practice is to keep this work on hand. 3. Rights and Remedies Ross & Moncure shall notify the undersigned Client immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by an employee of Ross & Moncure, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Ross & Moncure shall bear the burden of any damages arising from negligence and/or lack of confidentiality, improper use, processing or communication of personal data, or any other infringement of data protection rules. The full extent of these damages shall be determined by a court of competent jurisdiction. 4. Miscellaneous Ross & Moncure may not subcontract the provision of any services agreed herein in whole or in part. Ross & Moncure, Inc. Client: 726 North Washington Street Alexandria, VA 22314 Signature Signature C. Braxton Moncure, CEO; or, Client or Client Representative Steven W. Street, General Manager Date Date Title of Client Representative (if applicable)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nformation so that the other Party may have a reasonable opportunity to contest such requirement. 9. RETURN OF COMPANY INFORMATION At any time, upon one Party's request, the other Party shall promptly redeliver to the first Party the Company Information and all materials relating to or involving Company Information of the first Party (whether prepared by the party or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part regarding the Company Information. The redelivery of such material shall not relieve The Parties of their confidentiality or other obligations he<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>reunder. 10. TERMINATION The present agreement may be unilaterally terminated by either Party in the event that the other Party becomes bankrupt or is judged to be insolvent by a court of law or if either company makes any assignment for the benefit of its creditors generally. It may also be terminated by written consent of The Parties. 11. SURVIVAl Termination of the present agreement, at any time and for any reason whatsoever shall not extinguish its terms. The terms of this Non-Disclosure and Confidentiality Agreement will survive for 5 years, for the benefit of The Parties and their respective successors. 12. ENTIRE AGREEMENT This agreement, including its Schedule, constitutes the entire agreement of The Parties relating to the subject matter, supersedes all prior oral or written understandings or agreements regarding that subject matter and may not be amended, modified or cancelled except by a written instrument executed by The Parties. 13. APPLICABLE LAW AND VENUE This agreement shall be governed by and construed in accordance with the laws applicable in the province of Quebec and the venue for any dispute arising from this agreement shall be the courts of competent jurisdiction in the district of Montreal, Quebec, Canada. IN WITNESS THEREFORE, THE PARTIES have caused this agreement to be executed in duplicate by their respective duly authorised representatives. <PAGE> Sulzer Orthopedics Biologics Inc. BIOSYNTECH LTD. by /s/ illegible by /s/ illegible [name of representative and title] [name of representative and title] PROJECT DEVELOPMENT SUKMIST VICE PRESIDENT R&D date 3/2/99 date 3/1/99<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ssistants or Agents with the performance of the contractual work, who are obliged to data secrecy in terms of § 5 BDSG. On request of the PURCHASER, the CONTRACTOR will present the agreement made with the Employees, Assistants or Agents. The CONTRACTOR will not make available or known the data forwarded or made known by the PURCHASER in terms of the BDSG to third parties, neither directly nor indirectly, and only use it to perform the work. After completion of the work, the CONTRACTOR will return all data forwarded by the PURCHASER including the copies thereof to the PURCHASER or completely delete the data including the copies thereof. XI. In the case of violating the obligations mentioned above, the CONTRACTOR will pay a contract penalty for every case of violation against one of the obligations taken over in the amount of Euro xxx.xxx (in words: EUR xxx thousand). The assertion of the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> actually occurred damage remains untouched, while the forfeited contract penalty is deducted. XII. This non-disclosure agreement as described before ends soonest after expiration of a term of five (5) years after termination of the cooperation. Should information, knowledge, documents, samples and data require secrecy without alteration at the moment of the termination of the cooperation, the agreement partners coincide that the CONTRACTOR agrees to an extension of the term, if requested by the PURCHASER. XIII. Should present or future provisions of this agreement partly or entirely not be legally effective or not feasible, or later lose their legal effectiveness or feasibility, the validity of the other provisions of this agreement remain untouched. In this case, every partner to the agreement can demand the agreement of a valid provision which reaches the purpose of the ineffective provision the closest. XIV. The exclusive court of jurisdiction for all quarrels occurring from or in connection with this agreement including the questi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ill cause Company or Client as the case may be, irreparable damage. In such event, Company and Client shall have the right to equitable and injunctive relief to prevent any unauthorized use or disclosure, and to such damages as are occasioned by any such unauthorized use or disclosure, including but not limited to reasonable attorneys' fees and costs incurred in enforcing Company's or Client's rights hereunder. 6. Miscellaneous. This agreement shall be governed by, interpreted in accordance with, and enforced under the laws of the State of Florida. Recipient and Client hereby agree and acknowledge that Company is a benefited third party to this Agreement. Modification of this Agreement must be in writing and signed by all parties. IN WITNESS WHEREOF, the parties hereto have executed this Addendum in manner and<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> form sufficient to bind them on the day and year indicated after their respective execution hereof. CLIENT: RECIPIENT: ---------------------------- ---------------------------- Authorized Signature Authorized Signature ---------------------------- ---------------------------- Type or Print Name and Title Type or Print Name and Title ---------------------------- ---------------------------- Date Date PHOENIX INTERNATIONAL LTD., INC. ---------------------------- Authorized Signature ---------------------------- Type or Print Name and Title ---------------------------- Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ement or supplement of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom that waiver is sought to be enforced. 7. Counterparts. This Agreement may be executed in counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement. 8. Captions and Headings. The captions and headings contained in this Agreement are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise. 9. Construction. The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto. 10. Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforcea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ble or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken by the parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein. 11. Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one party and faxed to another party shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes. 12. Governing Law. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflict of law principles thereof. 13. Jurisdiction/Venue. Each of the parties hereby: a. irrevocably submits to the personal jurisdiction of any Illinois court, over any claim arising out of or relating to this Agreement and irrevocably agrees that any and all such claims may be heard and determined in such Illinois court, in and for Cook County, and b. irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the venue in any proceeding being brought in a court in the Circuit Court of Cook County, Illinois. 14. Prevailing Party Costs. If any party commences an action against another party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a breach by a party of its obligations under this Agreement, the prevailing party in any such action shall be entitled to recover its losses, including reasonable attorneys’ fees, costs and interest incurred in connection with the enforcement of this agreement. [Remainder of page left intentionally blank. Signature page follows.] IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. “S E L LE R” “COMPANY” TROY HOLDINGS INTERNATIONAL, INC. TELECORP PRODUCTS, INC. By: By: Its: Its: “PU RCHASE R” EPAZZ, INC. By: /s/ Shaun Passley Shaun Passley Its: Chief Executive Officer SHAREHOLDER: TROY INC. By: Its: KEY PERSONNEL: SCOTT MacCANNELL ANAMISRA<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Representatives may retain one copy to be kept confidential and used solely for archival, legal, and compliance purposes. Recipient shall provide to the Provider written confirmation of destruction signed by an authorized representative of Recipient. Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material. 8. No Solicitation. Recipient will not, within eighteen months from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the senior or key employees of the Provider or any of its subsidiaries nor any other employee of the Provider or any if its subsidiaries with whom Recipient has had direct contact in connection with its evaluation of a Possible Transaction or of whom it has become aware as a result of its receipt of any Evaluation Material, so long as they are employed by the Provider or any of its subsidiaries and for two months thereafter. For the purposes of clarification, the mere receipt of Provider’s employee list by Recipient shall not be considered a solicitation of or a direct contact with such employees pursuant to this section. A Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider or its subsidiaries generally or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of such Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as such Recipient does not identify either Provider or any of the individuals employed by Provider to be solicited by such recruiting firm or organization. The provisions of this Section 8 shall terminate and be of no further effect upon the acquisition of such Provider by a third party. 9. Standstill. Participant does not own any of the capital stock of the Company as of the Effective Date. Participant agrees that, for a period of one year after the date of this Agreement (the “Standstill Period”), unless specifically invited in writing by the Company, neither it nor (1) any of its majority-owned subsidiaries, (2) its Representatives (acting on its behalf), or (3) Roark Capital Acquisition LLC or its affiliates who receive Evaluation Material directly from Roark Capital Acquisition LLC or Participant or at their direction, will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or any acquisition of Beneficial Ownership thereof) or assets of the Company or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a “group” (as defined under the Act) with respect to the securities of the Company; (c) make any public announcement with respect to, or submit an unso<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 SUPPLIER 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 construction, validity and performance hereof shall be governed by and construed in accordance with the laws of Connecticut, USA. The parties hereby agree to submit all disputes hereunder to arbitration in Connecticut, USA in accordance with the rules of the International Chamber of Commerce. All arbitration proceedings s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hall be conducted exclusively in the English language before a single arbitrator. Notwithstanding the foregoing, if SUPPLIER is alleged to have breached this Agreement, then GK shall be entitled to seek injunctive relief from any court of competent jurisdiction. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. Gar Kenyon By: By: Print Name: Print Name: Title: Title:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Entered into between Transnet SOC Ltd, acting through Transnet Engineering, a Company duly registered and incorporated in terms of the Laws of the Republic of South Africa with Registration number 1990/000900/30. (“DIVULGING OR DISCLOSING PARTY”) and (RECEIVING PARTY/RECIPIENT” and also referred to as the Receiving Parties) TABLE OF CONTENTS 1. PARTIES ............................................................................................................... 25 2. INTRODUCTION .................................................................................................. 25 3. INTERPRETATION ............................................................................................. 25 4. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION 29 5. PERMITTED DISCLOSURE .............................................................................. 31 6. FORCED DISCLOSURE .................................................................................... 32 7. EXCLUSIONS ...................................................................................................... 32 8. TITLE ..................................................................................................................... 34 9. NO REPRESENTATION OR WARRANTY ..................................................... 35 10. STANDARD OF CARE ....................................................................................... 35 11. INDEMNITY .......................................................................................................... 36 12. LIMITATION OF LIABILITY ............................................................................... 36 13. RETURN OF INFORMATION ............................................................................ 38 14. REPRESENTATIVES .......................................................................................... 39 15. PUBLICITY ........................................................................................................... 39 16. GENERAL WARRANTIES ................................................................................. 40 17. GOVERNING LAW .............................................................................................. 41 18. BREACH ............................................................................................................... 42 19. DURATION ........................................................................................................... 43 20. DISPUTE RESOLUTION .................................................................................... 43 21. NOTICES AND DOMICILIA ............................................................................... 44 22. BENEFIT OF THE AGREEMENT ..................................................................... 46 23. WHOLE AGREEMENT ....................................................................................... 46 24. VARIATION .......................................................................................................... 47 25. CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS .................. 47 26. NO ASSIGNMENT ............................................................................................... 47 27. RELAXATION ...................................................................................................... 47 28. COSTS ................................................................................................................... 48 1. PARTIES 1.1 The parties to this Agreement are:- TRANSNET ENGINEERING And Herewith referred to as the RECEIVING Parties 1.2 The parties agree as set out below. 2. INTRODUCTION 2.1. …………………………………………………………………… on the one hand and the Receiving Parties on the other hand, wish to disclose confidential information pertaining to Tender num<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ber XXXXX to supply XXXXX to Transnet Engineering 2.2. The discussions concerning the Project (“Discussions”) will require the disclosure of information of a proprietary, secret and confidential nature. 2.3. The parties wish to record the terms and conditions upon which such information will be disclosed. 3. INTERPRETATION 3.1 In this Agreement, unless inconsistent with or otherwise indicated by the context: 3.1.1 "Affiliate" means, in respect of a Party, any person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with such specified Party. For the purposes of this definition "control" when used with respect to any specified Party means the power to direct the management and policies of such specified Party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing; 3.1.2 "AFSA" means the Arbitration Foundation of Southern Africa; 3.1.3 "the / this Agreement" means the mutual confidentiality and non-disclosure Agreement as set out herein, including the introductions hereto and all annexures, if any. 3.1.4 "Confidential Information" means, without limiting the generality of the term: - 3.1.4.1 technical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions; 3<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ess with the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so; or (D) hire, solicit or divert from the Purchaser or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, been engaged by the Purchaser or its Affiliates, nor assist any person, firm, corporation or other entity in doing so. As used in this Agreement, the term "Affiliates" shall mean any entity controlling, controlled by or under the common control of the Purchaser. For the purpose of this Agreement, "control" shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding shares or other voting rights of an entity or possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity. As used in this Agreement, "Restricted Period" means the period commencing on the date hereof and ending as follows: If the Purchaser or SHRA does not offer Ermilio an extension ("Extension") of his employment agreement, of even date herewith, with SHRA beyond the expiration date of the original one-year term ("Expiration Date"), then the Restricted Period shall be one (1) year from the date hereof. If the Purchaser or SHRA offers Ermilio an Extension, then the Restricted Period shall extend until the later of (i) two (2) years from the date hereof and (ii) one (1) year from the date of his termination of employment with the SHRA, or any Affiliate of SHRA, for any reason. 2 Nondisclosure. Ermilio understands and agrees that the business of the Purchaser and its Affiliates is based upon specialized work and Confidential Information (as hereinafter defined). Ermilio agrees that during the Restricted Period, he shal<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l keep secret all such Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of the Purchaser, any Confidential Information. At any time upon the Purchaser's request, Ermilio shall turn over to the Purchaser all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Ermilio containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>me of disclosure, the Member may make copies of the Confidential Information and of Proprietary Information to the extent necessary for the purpose of performing the Member’s function. Article 5 – Refusal Nothing in this Agreement shall obligate the ICC Court to disclose any information to the Member. ICC has full discretion to determine which Confidential Information or Proprietary Information can be disclosed to the Member during the term of office of the Member. Article 6 – No Licence or Ownership Nothing in this Agreement shall affect any rights the ICC Court may have in relation to Confidential Information or Proprietary Information, neither shall this Agreement provide the Member with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information or Proprietary Information. Article 7 – No Warranty The ICC Court makes available the Confidential Information or Proprietary Information as is and only warrants that, it has done its best efforts to ensure to the best possible extent that the information disclosed is complete, accurate, free from defects or third party rights, and useful for the purposes of the Member. Article 8 – No Further Obligations This Agree<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ment does not: a) create any other relationship; or b) oblige a Party to enter into any other contract. Article 9 – Term and Termination This Agreement enters into force by signing of all Parties and can be terminated by either Party with immediate effect by giving a written notice to the other Party. This Agreement ends automatically upon expiry of the Member’s term of office. Article 10 – Survival of Obligations Upon termination of this Agreement, the Member shall stop<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or b. a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dvise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: a. supervising those who provide Banking and Financial Services to Customers or Potential Customers; b. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Cust<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONTRACTOR UNILATERAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT FOR GOOD CONSIDERATION, and in consideration of the contemplated contractualrelationship with 3sixty Ltd. (the “Company”),(the“Contractor”), (Address;) of hereby agrees to the terms of this agreement (the “Agreement”): 1) CONFIDENTIAL INFORMATION a) Company Information. The Contractor agrees at all times during the term of its contract with the Company (the “Term”) and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Contractor by the Company either directly or indirectly. b) Exceptions. The foregoing obligations and restrictions do not apply to that partof the Confidential Information that the Contractor can demonstrate: i) was available or became generally available to the public other than as a result of a disclosure by the Contractor; or ii) was available, or became available, to the Contractor on a non-confidential basis prior to its disclosure to the Contractor by the Company or a Company representative, but only if such information was not made available through a breach of confidentiality owed to the Company; or iii) was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, however, that the Contractor shall: (A) provide the Company with prompt notice of any such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy: and (B) provide reasonable assistance to the Company in obtaining any such protective order. If such protective order or other remedy is not obtained or the Company grants a waiver hereunder, the Contractor may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Contractor is legally compelled or am otherwise required to disclose; provided, however, that the Contractor shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed. c) Applicability to Employees and Subcontractors. The Contractor shall not disclose any Confidential Information to any of its associates, members, employees, or subcontractors, except those employees or subcontractors who are required to have the Confidential Information in order to perform their duties in connection with the evaluation and continuation of a business relationship between the Contractor and the Company.The Contractor shall inform each such individual of theproprietary nature of the Confidential Information and of the terms and obligations of this Agreement. Each permitted employee<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, subcontractor, member, or associate to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Company. d) Former Employer or Associate Information. The Contractor will not, during the Term, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or associate, and not bring onto the premises of the Company any unpublishe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>action agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other 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|>hall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information. 3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 4. The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development. 5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or (b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or (c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or (d) Is approved for release (and only to the extent so approved) by the disclosing Party; or (e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law. 6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties. 7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement. 8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement. 9. This Agreement shall remain in effect for a period of three (3) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. 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|>igence of Goldman Sachs. The obligations created by this Agreement shall survive the termination of the services of the undersigned. The undersigned acknowledges that any violation, breach or other failure on the undersigned's part to strictly comply with this Agreement could materially adversely affect Goldman Sachs and<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> its business, thus giving rise to suit for monetary damages and/or injunctive relief for such violation, breach or other failure. /s/ Michael R. Cunningham (Signature) Michael R. Cunningham (Print Name) (Date) 29<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 use of any third party, at any time, any trade secrets or confidential or proprietary information included in or related to the Acquired Assets or the Business as previously operated by Sellers, whether or not developed by Sellers including, without limitation, information pertaining to the customers, vendors, prices, profits, contract terms or operating procedures of Sellers relating to the Business or the Acquired Assets; provided, however, that Sellers may use any such trade secrets and confidential or proprietary information (a) if and to the extent used in their businesses other than the Business and (b) in connection with providing services pursuant to the Transition Services Agreement. 1.2 Non-Competition. For a period of three (3) years from and after the Effective Date (the “Restrictive Period”), Sellers shall not engage, directly or indirectly, through any other entity or with any person (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise), in any business activity which is in competition with the Business conducted<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> by Buyer during the Restrictive Period. The foregoing restrictions shall, however, apply only for a one-year period from and after the Effective Date with respect to any successor of any Seller who is not engaged in the same type of business as the Business as of the Effective Date and shall not apply at all with respect to any successor, other than Sellers and any of their Affiliates as of the Effective Date, that is engaged in the same type of business as the Business. Because Sellers’ Business is nationwide, Sellers agree that they will not so compete anywhere in the United States (the “Territory”). Notwithstanding the foregoing, Sellers may, during the 60-day period following the Effective Date,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (Rev 10/20/16) BETWEEN AND THE KANSAS DEPARTMENT OF LABOR (KDOL) FOR insert name of project This Confidentiality and Non-Disclosure Agreement is entered into the date and year last appearing below, by and between (hereinafter "Authorized Person") and KDOL for the purpose of allowing Authorized Person access to confidential information for the purpose of insert a description of the project. Access to any confidential information is specifically conditioned upon compliance with the following: Use of Confidential Information The term “confidential information” shall include: any information or data maintained by KDOL that has been obtained pursuant to the administration of the Employment Security Law, and includes personally identifiable information (PII) maintained by KDOL such as: • The name of a person • His or her mailing address • His or her taxpayer identification number • Email addresses • Telephone numbers • Social Security Numbers • Bank account numbers • Date and place of birth • Mother’s maiden name • Biometric data (e.g., height, weight, eye color, fingerprints) • <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>The name or identity of an employing unit • Records described in K.A.R. 50-2-2 • Any combination of the preceding Officials, employees and agents of Authorized Person having access to any confidential information obtained pursuant to this agreement shall be subject to all federal and state laws, and regulations, and will comply with limitations on use, treatment, and safeguarding of data under the following laws, regulations and agreements: K.S.A. 44-714(e), and amendments thereto; the Privacy Act of 1974 (5 U.S.C. 552a), as amended by the Computer Matching and Privacy Protection Act of 1988, related Office of Management and Budget guidelines, the Federal Information Security Management Act of 2002 (44 U.S.C. § 3541, et seq.), and related National Institute of Standards and Technology guidelines; SSA’s “Electronic Information Exchange Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with the Social Security Administration” (TSSR v7); the US Department of Health and Human Services requirements relating to National Directory of New Hires data; and the Information Exchange <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Hei<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ke WIELAND, Head of Legal Department and, [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON – DISCLOSURE AGREEMENT This agreement made this day of , 20, by and between:, (“Writer”), and (“Producer’), . Whereas, Writer has written a script (“Submission”) for a possible future theatrical or motion picture production. Whereas, Writer wishes Producer to evaluate said “Submission” for the sole purpose of determining whether said Submission may be further developed into a motion picture (“Project”). NOW, THEREAFTER, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. 1. All information disclosed by Writer to Producer, in writing, whether or not such information is also disclosed orally, that relates or refers, directly or indirectly, to the Submission, including the Submission itself, shall be deemed confidential and shall constitute Confidential Information, and shall include (i) all documents generated by Producer which contain, comment upon, or relate in any way to any Confidential Information received form Writer, and (ii) any written samples of the Submission received from Writer together with any information derived by Producer there from. .2. Confidential Information shall not include any information: .(i) That Producer can show by documentary evidence was known to Producer or prior to the date of its disclosure to Producer by Writer or .(ii) That becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of Producer or any other party having an obligation of confidentiality to Writer; or, .(iii) That is subsequently disclos3ed by Writer to any person, firm or corporation on a on-confidential basis; or .(iv) That producer can conclusively show by documentary evidence that such information was developed independent of any access to the Confidential Information. 2. 3. Writer will disclose the Confidential Information to Producer solely for the purpose of allowing Producer to evaluate the Submission to determine, in its sole discretion, whether the Submission may be further developed into a Project. 3. 4. Producer agrees to accept disclosure of the Confidential Information and to exercise the same degree of care to maintain the Confidential Information secret and confidential as is employed by Producer to preserve and safeguard its own materials and confidential information. 4. 5. The Confidential Information shall remain the property of Writer and shall not be disclosed or revealed by Producer or anyone else except employees of Producer who have a need to know the information in connection with Producer’s evaluation of the Submission, and who have entered into a secrecy agreement with Producer under which such employees are required to keep confidential the Confidential Information of Writer, and such employees shall be advised by Producer of the confidential nature of the information and that the information shall be treated accordingly. Producer shall be liable for any improper disclosure of the Confidential Information by its employees. .6. (i) Producer shall notify Writer of any determination it may arrive at with respect to the further development of the submission, provided, however, that, in doing so, Producer shall not directly or indirectly disclose any Confidential Information to any third party, without the consent of Writer. .(ii) If Producer determines that the Submission cannot be further developed into a Project, within <….> months of the receipt of the Submission, Producer shall within five (5) business days after such determination return any and all Confidential Information to Writer, along with all copies or derivatives thereof and all writings generated by Producer in connection with Producer’s evaluation of the Submission or the Confidential Information. 5. 7. If Producer determines that the Submission is suitable for further development into a Project, Producer and Writer will attempt to agree on a schedule for development, and c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ompensation to Writer for the submission. 6. 8. Other than as specifically provided herein, Producer will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3 hereof, unless and until a further executed agreement is first made between the parties setting forth the terms and conditions under which rights to the Submission and the Confidential Information are to be licensed to, or acquired by, Producer. 7. 9. Writer agrees that it will not contact any party or parties other than Producer concerning the Confidential Information without prior written authorization from Producer during the term of this agreement. .10. Producer’s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expiration or termination of this agreement, provided, however, that Producer’s obligations under paragraphs 3 and 4 of this agreement shall terminate immediately in the event that Writer .shall purposefully disclose the Confidential Information to any other person, firm, or corporation on a non-confidential basis, during the term of this Agreement. 8. 11. Writer hereby expressly warrants that it has the full right and authority to disclose the Confidential Information to Producer, and that no prior public non-confidential disclosure of the Confidential Information ahs been made by Writer nor, to the best of Writer’s knowledge, by any other party. 9. 12. Nothing in this agreement shall be deemed a sale or offer for sale of the Submission, and nothing contained herein shall in any way obligate Writer to grant to Producer a license or any other rights, directly or by implication, estoppel or otherwise to the Confidential Information or the Submission. 10. 13. Subject to paragraph 10 above, this agreement shall terminate years from the date of this agreement, unless extended by mutual agreement of the parties. This agreement may be terminated prior to the expiration of from the date this agreement by either Writer or Producer upon thirty (30) days’ written notice to the other parties of an intention to terminate. 11. 14. This agreement sets forth the entire agreement between the parties and may not be amended or modified except by a writing signed by all of the parties. 12. 15. This agreement shall be governed by the laws of the State of California without regard to the conflict of laws provisions thereof. 13. 16. This agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first above written. WRITER PRODUCER By: By: Name: Name: 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|>Office for National Statistics NON-DISCLOSURE AGREEMENT This agreement made by and between the Office for National Statistics (hereinafter the "ONS") supplier name(hereinafter the "RECIPIENT") of (hereinafter the "Supplier”). WHEREAS, ONS wishes to disclose to the RECIPIENT information relating to information on requirement WHEREAS, the RECIPIENT wishes to receive such Information for the purpose of enabling the RECIPIENT as a supplier to the ONS, to fully comprehend…. The reason why supplier needs access to the requirement NOW THEREFORE, the parties hereto agree as follows: 1. The RECIPIENT shall in consideration of the disclosure of the Information for the purpose specified above hold in confidence and prevent disclosure of such information to any third-party other than the Supplier detailed herein. The RECIPIENT shall not use the Information except for the permitted purpose. 2. The RECIPIENT and Supplier will limit access to the Information to only those of its employees, agents, sub-contractors (and employees of same) who have an absolute need to know in order to fulfil the purposes for which the Information was disclosed and shall notify such employees, agents, sub-contractors (and employees of same) of the RECIPIENT'S obligations under this Agreement. 3. The RECIPIENT shall have no obligation with respect to such Information if such Information: (a) is in the public domain at the time of disclosure or becomes publicly known through no wrongful act of the RECIPIENT; or (b) is known to the RECIPIENT at the time of disclosure and the RECIPIENT can prove such fact to ONS's reasonable satisfaction; or (c) is independently developed by the RECIPIENT, provided the RECIPIENT can show that such development was accomplished without reference to or use of the Information: or (d) becomes known to the RECIPIENT from a source other than ONS having the rights to disclose such Information to the RECIPIENT without breach of this Agreement by the RECIPIENT. 4. All tangible forms of the Information, such as written documentation, delivered by ONS to the RECIPIENT and all copies thereof made by the RECIPIENT pursuant to this Agreement shall be and remain the property of ONS, and all such tangible Information shall be promptly returned to ONS upon request. 5. ONS makes no warranty regarding the accuracy or completeness of the Information provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ded hereunder, and accepts no responsibility for any expenses, losses or action incurred or undertaken by the RECIPIENT as a result of the receipt or use of such Information. 6. The RECIPIENT acknowledges that all Intellectual Property Rights (IPR) in and to the Information shall at all times remain vested in ONS. However, the RECIPIENT may make as many copies of the Information as are necessary for the permitted purpose. 7. The obligation under this Agreement shall continue for an indefinite period from the date of disclosure of Information. In the event of dispute as to the date of actual disclosure the Information, this shall be deemed to have been disclosed on the date this agreement is signed. 8. The RECIPIENT agrees to comply fully with all relevant export laws of the United Kingdom to assure that neither the Information nor any direct product thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws. 9. This Agreement expresses the entire Agreement and understanding between the parties and supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement. 10. This Agreement shall be governed by and interpreted in accordance with English Law. The RECIPIENT hereby agrees to submit itself to the exclusive jurisdiction of the English Courts in the event of any dispute. Notwithstanding the date of signature hereof, the Effective Date of this Agreement shall be xxxxxxxx Signed for : Signed for and on behalf of : The RECIPIENT ONS Signed......................................... Signed..................................... Title..……………......................... Title.......................................... Name ....................……………… Name....................................... 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|> 6.1 POWER AND AUTHORITY. SCAM represents and warrants that it has full power and authority to enter into and fulfill the terms of this agreement. 6.2 PRODUCT QUALITY. SCAM represents and warrants to ANUBIS that the Products will be of good quality in all respects, that the materials comprising the Products shall not be defective, and that the Products sold to ANUBIS hereunder shall operate in conformance with SCAM's specifications with respect to such Products as set forth in any literature or packaging accompanying or related to such Products. 6.3 NECESSARY RIGHTS. SCAM represents and warrants to ANUBIS that SCAM has, or has applied for all necessary rights to sell and all necessary copoyrights, trademarks, service makes and patents for the Products. SCAM represents and warrants, to the best of its knowledge and belief, that neither the Products nor the use thereof infringes upon or violates any right of privacy of, or constitutes a libel, slander or any unfair competition against, or infringes upon or violates any trademark, trade name, service mark, copyright, trade secret, invention, patent or any other right of any other person. ARTICLE 7. OTHER COVENANTS OF DISTRIBUTOR In addition to other duties set forth herein, during the term of this agreement ANUBIS also covenants and agree: 7.1 PROMOTION. To diligently use it best efforts to introduce, promote the sale of, and obtain orders for, the Products in the Sales Territory. 7.2 MAINTENANCE AND PROVISION OF INFORMATION. To maintain and to provide SCAM with forecasts in such form as is reasonably requested by SCAM, relating to expected orders for Products from the Sales Territory. ARTICLE 8. TERM AND TERMINATION 8.1 TERM. The term of this agreement shall initially be twelve months commencing as of the date and year first above written unless earlier terminated in accordance with this Article 8. After such twelve month period, the agreement shall continue on a year to year basis unless either party shall give written notice to the other within sixty (60) days from the end of such period or unless sooner terminated in accordance with the provisions of this paragraph 8. 8.2 EVENTS OF DEFAULT. The following shall constitute and Event of Default: (a) The breach by either party of any of the terms of this agreement or of any other ancillary agreement between the parties hereto including, but not limited to, timely payment of any sums due hereunder or thereunder, and such breach continuing for a period of thirty (30) days after notice from the non-breaching party. (b) Any representation or warranty under this agreement or any other agreement being materially false. (c) The receipt by either party of an opinion of counsel that such termination is necessary to avoid exposure to civil or criminal liability under any federal, state or foreign laws. (d) The failure of ANUBIS to meet under 70% of the Performance Levels in the Sales Territory by mutual agreement; or (e) A substantial change in the ownership or control of ANUBIS. 8.3 EFFECT OF TERMINATION. Should an Event of Default occur the non-defaulting party might, so long as the Event of Default continues in effect, terminate this agreement and pursue any right which may be available by law. In the event of any termination arising as a result of a breach by ANUBIS: (a) SCAM shall not be relieved of any obligation to make further shipments of the Product hereunder and may not (even in the event that the contract was terminated as a result of a breach by ANUBIS) cancel all ANUBIS's unshipped orders for the Product. SCAM shall have an obligation to ANUBIS in connection with of any unshipped orders pursuant t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o this paragraph. (b) ANUBIS shall immediately discontinue representation of the Product and the use of Confidential Information the Trademarks and any signs, stationary, advertising<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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|>
<|start_header_id|>assistant<|end_header_id|>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|>arty, through no wrongful act of the Recipient; (b) is, or becomes, publicly known, through publication, inspection of a product or otherwise, and through no wrongful act of Recipient; (c) is or has been independently developed by or for the Recipient; (d) is received by the Recipient from a third party without similar restrictions as to non-disclosure and without breach of this Agreement; (e) is approved for release by written authorization of the Disclosing Party; or (f) is disclosed by the Recipient upon receipt of a legal opinion from counsel that such disclosure is required pursuant to the lawful requirement or request of a governmental agency or disclosure is otherwise required by operation of law (provided, however, that the Recipient shall notify and cooperate with Disclosing Party regarding such required disclosure as set forth in Section 6.0). 4.0 The Recipient shall not disclose to any other person, firm or corporation, other than its employees, directors, agents, or representatives, including without limitation, attorneys, accountants, appraisers and financial advisors, who have a “need to know” for purposes of completing any assessment of the Project (collectively, “representatives”) any of the Confidential Information received from the Disclosing Party hereunder, by using the same degree of care to avoid disclosure of such Confidential Information as Recipient employs 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 r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eturned 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 reques<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>AMED as a membership organization, the prospects of harm to SAMED (including harm to its reputation, good processes and procedures and good governance), as well as the impact of any such decision on members or groups of members, must, amongst others, be considered. 4.2 The Board also holds in-camera meetings, All present at any in-camera meeting will be bound to keep the proceedings confidential, unless otherwise directed by the Chairperson of the Board of Directors or any committee created by it with a support of the majority. Exiting and re-entering an in camera session will be permitted with the understanding that all present are obligated to keep the proceedings confidential. 4.3 Non-members will be permitted to attend an in-camera session of the Board of Directors or any Committee created by it, only after a motion requesting attendance to an in camera session is approved by a majority vote of members present and voting. External consultants present during such in camera sessions may be required to preserve the confidentiality of discussions during such a session. 4.4 If any person in attendance at a meeting of the Board of Directors or any Committee created by it, held in-camera, shall give notice of their intention not to be bound by the provisions of this by-law of SAMED, and refuse to leave the room when requested to do so, the Chair shall, subject to a resolution of the board supported by a majority vote, adjourn the meeting, after having informed members that it will be reconvened at a time and place of which the offending person will not be notified. 4.5 Committees are advisory to the Board. Only the full Board makes formal decisions. Committee meetings are held in-camera, and their recommendations should not be discussed outside of the Committee or the Board. Discussions with others for the purpose of gathering input for committee consideration are acceptable and each Committee chair would have to exercise discretion and communication that decision to all present during a Committee meeting where an external person is present. 5. Conflict of Interest 5.1 A conflict of interest arises when there is a relationship which exists which could result in the Board or Committee member being perceived as being biased either for or against the topic of discussion. 5.2 Any Member of the SAMED Board, Executive, and/or Staff who has a personal interest, directly or indirectly, in any contract, transaction, proposed contract, or proposed transaction, under consideration of the Board of Directors or of a Committee created by it shall be deemed as being in a conflict of interest, where: a) Contract is defined as any written or verbal agreement between two or more parties for the doing or not doing of something specified which is related to the matter at hand. b) Transaction is defined as an exchange of money, services, goods, position, or favours are exchanged for money, services, goods, position or favours. c) Interest is defined as any instance where any contract or transaction, proposed contract or proposed transaction could be to the benefit or detriment of themselves, family, partners, roommates/housemates, other organizations to which they a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>re currently affiliated, that do not pertain to their job description or mandate. 5.3 Conflicts of interest may also arise in matters that may lead to a direct benefit to a particular Board member and/or his/her company, which position may conflict with either the law and/or codes of good practice and/or SAMED policy on a particular matter or the approach that should be taken to specific types of matters. 5.4 Where the Board of Directors or a Committee created by it is of the opinion that a conflict of interest exists that has not been declared, the Board of Directors or Committee may declare, by a resolution carried by two-thirds of the members present and voting at the meeting, that a conflict of interest exists and that the member found in conflict shall follow the procedure below. 5.5 In the event of a conflict of interest, the interested party shall: a) Prior to any vote on the issue, declare the conflict of interest to the Chair or Board as a whole. b) Refrain from voting in relation to the matter. c) Withdraw from the meeting when the matter is discussed if requested to do so by a simple majority of the members present and voting at the meeting. 6. Breaches 6.1 A breach of this Confidentiality and Conflict of Interest Agreement may result in action being taken against the member (up to and including removal from the Board and/or SAMED Committee). 6.2 In the case of a breach by a Board or Committee Member, the Board will determine what steps should be taken under the circumstances (provided that consideration of the removal of a Board member shall be on thirty (30) days notice to the Board Member. After thirty (30) days notice to the Board Member, the Board, may remove the person from the Board through the applicable provisions and procedures created by the SAMED Constitution. 7. Terms 7.1 This agreement shall commence upon the date of signature by both parties (“the effective date") to this agreement and shall continue to bind the parties for the duration of one year. A new agreement must be signed should a person be re-elected or re-appointed as a Board- and/or Committee member. 8. Additional action 8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal fro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT This Agreement ("AGREEMENT") is entered into as of July 15, 2002, by and between Swiss Army Brands, Inc. a Delaware corporation ("SABI") and Victorinox A.G., a Swiss corporation ("VICTORINOX"). WHEREAS, Victorinox is the holder of a majority of the outstanding shares of SABI's capital stock and is also SABI's principal supplier; WHEREAS, on June 12, 2002, Victorinox made a proposal to acquire all of the outstanding shares of SABI not owned by Victorinox or its affiliates ("Proposal"); WHEREAS, in connection with this Proposal, and from time to time in the course of SABI's business relationship with Victorinox, SABI will disclose nonpublic information to Victorinox; and WHEREAS, Victorinox has previously orally agreed to preserve and protect the confidentiality of such information; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to confirm and set forth in more detail their prior verbal agreement with respect to such matters, the parties agree as follows: 1. CONFIDENTIAL INFORMATION. "CONFIDENTIAL INFORMATION" means any and all information and material disclosed by SABI to Victorinox (before or after the signing of this Agreement, and whether orally or in writing, graphic, electronic or any other form) that is marked or described as, identified orally or in writing as, or provided under circumstances indicating it is, confidential, proprietary or not otherwise available to the general public at the time of such disclosure. 2. NON-DISCLOSURE AND LIMITED USE. Victorinox shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. Victorinox shall disclose the Confidential Information only to its employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Victorinox shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. The obligations of this Section 2 with respect to any item of Confidential Information shall survive any termination of this Agreement. 3. SCOPE. The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information to the extent such Confidential Information is or becomes publicly known through no act or omission of the Victorinox, or to the extent that disclosure of such Confidential Information is required by law. 4. REMEDIES. Victorinox agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to SABI, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Victorinox agrees that SABI, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security. 5. COMPLIANCE WITH SECURITIES LAWS. Victorinox hereby acknowledges that it is aware, and it will advise its employees and agents to whom it discloses Confidential Information, that the United States securities laws generally prohibit persons who receive from 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|>Confidentiality Agreement This Confidentiality Agreement (the “Agreement”) has been prepared on behalf of bpost SA/NV, a limited liability company of public law, and the City of Brussels (the “Sellers”) with regard to the divestment of their respective surface areas (the “Sale”) in the Munt Center/Centre Monnaie (the “Munt”). In consideration of the Sellers agreeing to disclose confidential information (the “Confidential Information”) to the Candidate (“Disclosee”), the latter hereby undertakes to the Sellers that as Disclosee, they will keep confidential all and any Confidential Information received at any time. The Disclosee will procure that prior to the disclosure to any other person (including any professional advisor) of any Confidential Information, such other person is made aware of the provisions of this Agreement and the fact that the Disclosee will be liable. The Disclosee acknowledges that the Confidential Information, in as far as it relates to bpost SA/NV, could be price sensitive information and ensures compliance with the relevant legal and other provisions in this respect (including, without being limited to, the provisions of the Belgian Law of 2 August 2002 on the supervision of the financial sector and on the financial services in relation to insider dealing and market manipulation). Confidential Information shall mean the following: a) all such information, of any kind whatsoever (whether in oral, written or electronic form, and including, but not limited to, technical, commercial, financial, accounting, legal and administrative information) pertaining to the Sale of the Munt and the Sellers as may be provided to the Disclosee and their respon<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sible managers, officers, employees, shareholders, members of the Board of Directors and advisors (including financial, legal and tax advisors and auditors) (“Representatives”), by the Sellers, their advisors or their representatives; b) all such analyses, compilations, forecasts, notes, memoranda and other documents as the Sellers or Deloitte Real Estate* and Laga** (the “Advisors”) may have prepared or caused to be prepared and which may contain, refer to or simply result from, the information mentioned in point (a) above; c) the fact that the Disclosee (or any of their Representatives) are or have been involved in the analysis of, in meetings or negotiations related to the Sale, the contents, time and status of such negotiations, and generally any fact concerning the Sale. Confidential Information shall exclude: a) information which had become available to the public prior to the date of disclosure thereof to the Disclosee or their Representatives, or that became available to the public after such date other than as a result of a breach of this Agreement by the Disclosee or their Representatives; b) information which was lawfully in the Disclosee’s possession or in the possession of one or more of their Representatives prior to disclosure under this Agreement, in each case on a non-confidential basis, which, to their knowledge was free of any restriction as to its use or disclosure. The Disclosee acknowledges that they may not approach the representatives of the Sellers and cannot contact anybody else other than the contact persons from the Advisors. The Disclosee further undertakes and acknowledges, that neither the representatives of the Sellers nor their Advisors give any warranty or make any representation as to the accuracy or completeness of any of the Confidential Information or as to the reasonableness of any assumptions on which the information is based. The Disclosee agrees that the Sellers or Advisors shall not have any liability to the Disclosee or to any of their directors, employees, advisors or agents resulting from the use of Confidential Information. This Agreement shall in no way constitute a commitment by any person to supply any Confidential Information or enter into any contract in connection with the Sellers. The obligations of the Disclosee under this Agreement shall expire the earlier of (a) three years after the date of this Agreement, or (b) the date the Sale between the Candidate and the Sellers is completed. The obligations of confidentiality and non-disclosure under this Agreement shall become effective as of the date of signing. In the event that the Disclosee or any of its Representatives becomes legally compelled to disclose any of the Confidential Information to a regulatory authority or to any other entity or third party, the Disclosee shall immediately notify the Sellers before disclosing such Confidential Information, so that the Sellers may seek a protective order or other appropriate remedy, without prejudice to the Disclosee’s remedies under this Agreement. It is further understood and agreed that, without prejudice to any other rights or remedies which either party may have, any breach of these undertakings could cause the Sellers and/or its shareholders irreparable injury. In the event of an actual or threatened breach by the Disclosee and/or its Representatives of any provisions of this Agreement, the Sellers shall be entitled (i) to seek injunctive relief in any court of competent jurisdiction restraining the Disclosee and/or its Representatives from breaching the terms hereof or from disclosing any Confidential Information to any person and (ii) specific performance and other equitable relief. This Agreement shall be governed by and construed in accordance with Belgian law and the Parties irrevocably 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|>ts in patents, copyrights and trade secrets shall remain in the disclosing party exclusively. The receiving party promises and agrees to receive and hold the Confidential Information and Intellectual Property in confidence. Without limiting the generality of the foregoing, the receiving party further promises and agrees: (a) to protect and safeguard the Confidential Information and Intellectual Property against unauthorized use, publication or disclosure; (b) not to use any of the Confidential Information and Intellectual Property except for the Program; (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information and Intellectual Property except as specifically authorized by disclosing party in accordance with this Agreement. (d) not to use any Confidential Information and Intellectual Property to compete or obtain advantage vis a vis disclosing party in any commercial activity contemplated by the parties in connection with the Program; (e) to restrict access to the Confidential Information and Intellectual Property to those of its officers, directors, and employees who clearly need such access to carry out the Program; (f) to advise each of the persons to whom it provides access to any of the Confidential Information and Intellectual Proper<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of disclosing party, any of the Confidential Information and Intellectual Property, and, upon request of disclosing party, to provide disclosing party with a copy of a written agreement to that effect signed by such persons; and (g) to comply with any reasonable security measures requested in writing by disclosing party. V. No Right to Confidential Information and Intellectual Property Each party hereby agrees and acknowledges that no license, either express or implied, is hereby granted with respect to any of the Confidential Information and Intellectual Property. Each party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of disclosing party directly resulting from or relating to the Confidential Information and Intellectual Property and the right to market, use, license and franchise the Confidential Information and Intellectual Property or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the disclosing party, and the receiving party has no right or title thereto. VI. No Solicitation of Employees Each party agrees that it will not, for a period of three (3) years from the date of this Agreement, initiate contact with the other party's employees in order to solicit, entice or induce any such employee to terminate their employment effective during the term of this Agreement for the purpose of accepting employment with the other party. VII. Enforcement Each party acknowledges and agrees that damages may not be an adequate remedy to compensate the other party for any breach of the obligations contained in this Agreement and, accordingly, agrees, that in addition to any other remedies available, the disclosing party shall be entitled to obtain relief by way of temporary or permanent injunction to enforce the obligations contained in this Agreement. VIII. Indemnity Each party agrees to indemnify and save harmless the other party against any and all losses, damages, claims, or expenses incurred or suffered as a result of the other party's breach of this Agreement. IX. Term and Termination. This Agreement shall commence on the date first written above and shall automatically terminate three (3) years thereafter; however, either party may terminate this Agreement at any time prior there<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank’s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. 14. “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigatio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ecessary to achieve the Purpose. Within 15 days of written request from Disclosing Party, Receiving Party shall promptly return Disclosing Party’s Confidential Information and all copies thereof to Disclosing Party or destroy Disclosing Party’s Confidential Information, in-cluding all copies thereof, purge its computer systems of such Confidential Information and cer-tify such destruction in writing signed by a duly authorized representative. Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file for archival purposes. 5. No License or Other Rights. No license or other rights under any patent, copy-right, trademark or trade secret are granted or implied by this Agreement. Neither this Agree-ment nor the disclosure or receipt of Confidential Information shall be construed to create any obligation of a party to enter into any agreement or relationship with the other party or to pur-chase from or provide to the other party any service or product. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. 6. Notices. Whenever under the terms of or in connection with this Agreement any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by facsimile, by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt re-quested, and with all postage prepaid, addressed as follows: If to Company, to: LiION LLC 120 Prairie Lake Rd East Dundee, IL 60118 Attention: Gary Gray If to Vendor, to: Attention: Either party may change the person to whom notices shall be sent or its notice address by notice given in accordance with this section. Notice shall be deemed received on the date of receipt or the date on which receipt is refused. In the event notice is given by facsimile, a copy of such fac-simile shall be sent to the recipient thereof in accordance with the provisions hereof (other than by facsimile) within two days after such facsimile was transmitted. 7. Other. (a) The term of this Agreement shall commence on the Effective Date and shall expire three years’ thereafter, unless earlier terminated by either party upon at least ten days’ prior notice to the other party. The restrictions and obligations set forth in this Agreement shall survive any expiration or termination for five years from the date of such expiration or termination with respect to Confidential Information disclosed under this Agreement prior to the date of such expiration or termination. (b) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, IN CONTRACT, IN TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND RELATING TO OR IN CONNECTION WITH<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> SUCH PARTY’S PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. (c) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Illinois without regard to principles of conflicts of law. (d) HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVE ALL RIGHTS TO TRIAL BY JURY AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE. (e) Neither party shall export, directly or indirectly, any Confidential Infor-mation received under this Agreement or any product that utilizes such Confidential In-formation to any country or to any foreign national for which governmental authorization is required, without first obtaining such authorization. (f) This Agreement shall be binding upon the parties, their successors and as-signs. Neither party shall assign this Agreement or any Confidential Information re-ceived from the other party pursuant to this Agreement without the other party's prior written consent. (g) This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modifi-cation of this Agreement shall be in writing and executed by duly authorized representa-tives of the parties. (h) The relationship between the parties is that of independent contractors. This Agreement does not establi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 in so far as the employees need it to fulfil the purpose as set out in 1. above. It will ensure that these employees are equally obliged to observe secrecy, whereby the obligation shall survive the termination of their respective employment contracts. 5.2 Disclosure of confidential information to affiliated companies is permitted under the conditions laid out in 5.1 above. 6. No License 6.1 The intellectual property rights (where applicable) relating to any confidential information disclosed in terms of this agreement shall remain the property of the Disclosing Party and the disclosure shall not confer any license or right to such information on the Recipient. 7. Governing Law 7.1 This Agreement shall be construed in accordance with and governed by the laws of the Republic of South Africa. 8. Place of Juris<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>diction 8.1 The parties hereby submit to the non-exclusive jurisdiction of the Durban and Coastal Local Division of the High Court of South Africa. Place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Durban, South Africa. 9. Liabilities 9.1 Any claim for damages to be limited to actual damages. The parties shall not be liable for any consequential or indirect damages, including but not limited to loss of profits, goodwill or customs. 10. Written Form 10.1 No oral side agreements have been made. Any changes or additions to this Agreement must be made in writing to be effective. The written form requirement shall not be fulfilled by the use of emails. 11. Addresses 11.1 For the purpose of this agreement, the parties choose their domicilia citandi et executandi and postal addresses as follows: 11.1.1 GWI Project Managers, Physical: 41 Richefond Circle Ridgeside Office Park Umhlanga DURBAN South Africa Postal: P.O. Box 4027 The Square 4021 11.1.2 ………… Physical: ………………………………….., ………………………………….. Postal: …………………………………… 11.1.3 Any party may change that party’s address, by prior notice in writing to the other party. 11.1.4 If any notice is to be sent by mail, it shall be sent by prepaid registered mail and shall then be deemed until and unless the contrary is proved, to have been received 10 (ten) days after the date of posting. 11.1.5 If any notice is sent by telefax, it will be deemed, until and unless the contrary is proved, to have been received on the date recorded on the transmission slip. 11.1.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>iality to, the disclosing party or any other party with respect to such information; (iv) is independently developed by the recipient without use of Evaluation Material; or (v) is disclosed by the recipient or its Representatives with the disclosing party's prior written consent. 2. USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its Representatives shall use the other party's Evaluation Material solely for the purpose of evaluating, negotiating and consummating a possible transaction between the parties, and that the disclosing party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation, negotiation and consummation of a transaction any of the other party's Evaluation Material in any manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives who need to know such information for the sole purpose of assisting the receiving party in evaluating, negotiating and consummating a possible transaction between the parties (it being understood that such Representatives shall be informed by the receiving party of the confidential nature of such information and shall be directed by the receiving party to treat such information confidentially). In any event, the receiving party shall be responsible for any breach of this Agreement by any of its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. 3. NON-DISCLOSURE. In addition, each party agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, however, that a party may make such disclosure if, in the written opinion of such party's outside legal counsel, such disclosure is necessary in order to comply with, or avoid committing a violation of, any law or any rule of any applicable stock exchange or system. 4. REQUIRED DISCLOSURE. In the event that a party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other party with prompt written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of legal counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is lega<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lly required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal. 5. TERMINATION OF DISCUSSIONS. If either party decides that it does not wish to proceed with a transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving written notice thereof. In that case, or at any time upon the request of either disclosing party for any reason, each receiving party will promptly redeliver to the disclosing party all written Evaluation Material furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto, and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the receiving party or its Representatives which contain, reflect or are based upon the information in the Evaluation Material shall be destroyed or, at the receiving party's election, shall be delivered to outside legal counsel of the receiving party (where such materials shall be held in confidence, except as needed in the context of actual or threatened legal proceedings, or destroyed), and such destruction or delivery to outside counsel shall be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction or making such delivery to outside counse<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 document is provided in good faith but no warranty, expressed or implied, is given that the information is complete or accurate nor that it is fit for a particular purpose. WareWorks Ltd hereby excludes liability for any claims, losses, demands or damages or any kind whatsoever with respect to this service, including (without loss of generality) direct, indirect, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>incidental or consequential loss or damages, consequential damages or loss of profits. This agreement is entered into as of ??/??/???? by and between: (1) COMPANY A FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (“COMPANY A”); and (2) COMPANY B FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (“COMPANY B”). WHEREAS COMPANY A and COMPANY B intend to disclose to each other certain information for the development and marketing of communication, audio, security and other added value products (the “Purpose”); and WHEREAS it is vital to the commercial interests of COMPANY A and COMPANY B 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|> including, but not limited to, any kind of business, commercial, technical, legal, financial information and data in connection with the arbitral proceedings, the activities and image of the ICC Court, except for information that is demonstrably non-confidential in nature. The information shall be Confidential Information, irrespective of the medium in which that information or data is embedded, and whether the Confidential Information is disclosed orally, visually or otherwise. “Proprietary Information” means information or data, or both, belonging to ICC, which may be Confidential Information or not. Article 2 – Obligation to keep Confidential and Restrictive Use The Member shall: a) not disclose any Confidential Information or Proprietary Information unless expressly authorised by the ICC Court; b) use any Confidential Information or Proprietary Information exclusively for the purpose of its collaboration with the ICC Court and not for its own or anyone else’s benefit; c) keep secure, confidential and hold all Confidential Information and Proprietary Information with no less a degree of care as is used for the Member’s own confidential or Proprietary Information and at least with reasonable care; and d) not amend, vary, develop, improve, enhance (“Derivation”) the Confidential Information or Proprietary Information except as otherwise approved in writing by the ICC Court. In addition, ICC Court members are only permitted to disclose Confidential information or Proprietary information for the sole purpose of conflict checks. They must only disclose such information to the person duly authorized to run conflict checks within their respective law firm or company. ICC Court members undertake that their firm or company will not use the Confidential information or Proprietary information for any other purpose and remain responsible for ensuring that such information is immediately destroyed upon conclusion of the conflict check. Article 3 – Exclusions from Obligation to keep Confidential and Restrictive Use The obligations under Article 2 to keep confidential all Confidential Information or Proprietary Information shall not apply to the extent that the Member can prove that any of that information: a) was in the Member’s possession without an obligation of confidentiality prior to receipt from the ICC Court; b) is lawfully obtained by the Member from a third party without an obligation of confidentiality, provided that third party is not, to the ICC Court’s best knowledge, in breach of any obligation of confidentiality to the ICC Court relating to that information; or c) is developed by the Member independent of any Confidential Information or Proprietary Information. Article 4 – Copies Unless otherwise specified by the ICC Court at the time of disclosure, the Member may make copies of the Confidential Information and of Proprietary Information to the extent necessary for the purpose of performing the Member’s function. Article 5 – Refusal Nothing in this Agreement shall obligate the ICC Court to disclose any information to the Member. ICC has full discretion to determine which Confidential Information or Proprietary Information can be disclosed to the Member during the term of office of the Member. Article 6 – No Licence or Ownership Nothing in this Agreement shall affect any rights the ICC Court may have in relation to Confidential Information or Proprietary Information, neither shall this Agreement provide the Member with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information or Proprietary Information. Article 7 – No Warranty The ICC Court makes available the Confidential Information or Proprietary Information as is and only warrants that, it has done its best efforts to ensure to the best possible extent that the information disclosed is complete, accurate, free from defects or third party rights, and useful for the purposes of the Member. Article 8 – No <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Further Obligations This Agreement does not: a) create any other relationship; or b) oblige a Party to enter into any other contract. Article 9 – Term and Termination This Agreement enters into force by signing of all Parties and can be terminated by either Party with immediate effect by giving a written notice to the other Party. This Agreement ends automatically upon expiry of the Member’s term of office. Article 10 – Survival of Obligations Upon termination of this Agreement, the Member shall stop making use of Confidential Information or Proprietary Information. The Parties’ obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws. Article 11 – Breach and Remedies The Parties agree that Confidential Information or Proprietary Information may relate to highly sensitive aspects of ICC Court’s activities or arbitral proceedings and that loss, misuse or unauthorised Derivation or disclosure of the Confidential Information or Proprietary Information may be highly prejudicial to the interests of ICC and the ICC Court, and that financial compensation may not adequatly compensate ICC for any such damage. ICC therefore reserves 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|>and shall not be subject to the obligations imposed by this Agreement. All Confidential Information disclosed under this Agreement shall be limited to the subject matter mentioned in the Recital. The existence and terms of this Agreement shall be treated as Confidential Information. 2. The Receiving Party shall: (a) hold the Confidential Information in confidence and not disclose it to third parties, except in the limited cases referred to in paragraph "6"; and (b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties. 3. Either party hereto shall have the right, at any time, to terminate in writing and discussions and exchange of information in connection with the exploration of the possibilities of a business relationship between the parties without any further obligations or liabilities to the other party, other than the obligations of confidentiality hereunder, or any right or obligation relating to the Confidential Information hereunder. 4.(i) The obligations of the above paragraph "2" shall not apply to any information which: (a) is available to the public through no breach of this Agreement by the Receiving Party; or (b) was in the possession of the Receiving Party prior to receipt from the Disclosing Party; or (c) is received independently from a third party who is free to disclose such information to the Receiving Party; or (d) is subsequently independently developed by the Receiving Party; or (e) has been or is made public by the Disclosing Party, such as by commercial use or sale or by publications or patents, or otherwise; or<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (f) is approved for release by written consent of the Disclosing Party. (ii) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operation of law. Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing party so that the Disclosing Party may seek an appropriate protective order. 5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests. 6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives or advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party. 7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate either party to disclose to the other party any particular information. Further, each party acknowledges that no contract or agreement providing for a business relationship, of any nature, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered. 8. If any official approval is required by a government authority or disclose the Confidential Information hereunder, such disclosure is subject to that approval. Both parties shall comply in all respects with applicable laws, regulations and court orders, including but not limited to laws and regulations on export control, in both parties' countries and other applicable countries. 9. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other intellectual property rights. 10. The Disclosing Party represents and warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party. 11. The parties hereto shall not be obligated to compensate each other for the disclosure and/or use pursuant to the terms of this Agreement of any information exchanged in connection with this Agreement or the discussions between the parties. 12. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the disclosure of the Confidential Information. The terms of this Agreement may not be changed except by subsequent written agreement duly signed by an officer of each of the parties. 13. Subject to Paragraph "4" hereof, the obligation of the Receiving Party provided in Paragraph "2" hereof shall continue for three (3) years from the date of each receipt of the Confidential Information, even after termination of this Agreement according to paragraph "3" hereof. 14. This Agreement shall be governed, construed and interpreted in accordance with the laws of Japan. 15. The Receiving Party acknowledges that remedies of damages may be inadequate to protect agai<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) made this day of , (the “Effective Date”) by and between a corporation, and a corporation, (collectively, the “Parties” and each individually a “Party”). The Parties are exploring the possibility of engaging in one or <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>more mutually beneficial business relationships (collectively, the “Business Relationship”). The Parties recognize that in the course of their discussions to further the Business Relationship, it will be necessary for each Party to disclose to the other certain Confidential Information (as defined below). Each Party desires to set 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|>, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the SINTEC arising from any breach of this agreement by the Receiving Party and from the actions or omissions of any representative. 10. Governing law, arbitration 10.1 The Receiving Party agrees that this Non-Disclosure Agreement shall be governed solely and exclusively by the laws of England and Wales, excluding all conflicts of law rules and the provisions of the United Nations Convention on the International Sale of Goods (CISG). 10.2 The Receiving Party agrees that all disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the London Court of International Arbitration (LCIA) without recourse to the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ordinary courts of law. The place of arbitration is London. The number of arbitrators is three. The language of the arbitral proceedings is English. 11. Severability Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions thereof. In such case, SINTEC may replace the invalid provision with a valid provision that most closely reflects the economic intent of the originally planned provision. 12. Writing requirement Any amendments or supplements to this Agreement must be executed in writing. 13. Miscellaneous The Parties shall stipulate the nature and scope of any potential cooperation by separate agreement. No rights exist to the execution of any cooperation agreement. The obligations under this Non-D isclosure Agreement shall apply whether or not the Parties enter into any cooperation agreement. SINTEC UK LTD Unit 23 Metro Centre, NW10 7PA Date: Date: First Name / Last Name First Name / Last Name First Name / Last Name First Name / Last 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|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Non-Disclosure Agreement”) dated as of , 20 (the “Effective Date”), between [] (“Contractor”), a [] [corporation] [limited liability company] [limited liability partnership] having offices at [] and [insert legal National Grid entity] d/b/a National Grid (“National Grid”), a [] [corporation] [limited liability company][limited liability partnership], having offices at [] (each, individually, a “Party” and, collectively, the “Parties”). RECITALS WHEREAS, the Parties and their respective Affiliates (as such term is defined below) possess certain confidential and proprietary Information (as such term is defined below); and WHEREAS, each Party may elect, in its sole discretion, to disclose Information to the other Party or its Representatives (as such term is defined below) in connection with [Fill In Purpose] (the “Purpose”), subject to the terms and conditions of this Non-Disclosure Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows: §1. Certain Definitions. (a) The term “Information” means (i) all financial, technical and other non-public or proprietary information which is furnished or disclosed orally, in writing, electronically or in other form or media by Disclosing Party and/or its Representatives to Recipient and/or its Representatives in connection with the Purpose and that is described or identified (at the time of disclosure) as being non-public, confidential or proprietary, or the non-public or proprietary nature of which is apparent from the context of the disclosure or the contents or nature of the information disclosed; (ii) all memoranda, notes, reports, files, copies, extracts, inventions, discoveries, improvements or any other thing prepared or derived from the information<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> described in §1(a)(i), above; (iii) all CEII (as such term is defined below and only if CEII is exchanged under this Non-Disclosure Agreement); (iv) all Personal Information (as defined in the ISA Exhibit and only if Personal Information is exchanged under this Non-Disclosure Agreement); and (v) all Customer Information (as such term in is defined below and only if Customer Information is exchanged under this Non-Disclosure Agreement). (b) The term “Recipient” means a Party to whom the other Party or its Representatives discloses Information. (c) The term “Disclosing Party” means the Party disclosing Information in its possession, or on whose behalf I<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>usly authorized. Unless otherwise consented to by RHI or JDA, as applicable, in writing, all communications regarding a Possible Transaction, including (i) requests for information, (ii) requests for facility tours or management meetings, (iii) discussions or questions regarding procedures, and (iv) requests for any consent required under this Agreement, will be submitted or directed (a) in the case of RHI, to Jack Qian at New Mountain Capital LLC (212-220-5040; jqian@newmountaincapital.com), or Paul Ilse at RHI (678-639-5398; Paul.IIse@RedPrairie.com), and (b) in the case of JDA, to David Lubeck (415- 315-8612; david.w.lubeck@jpmorgan.com) or Drago Rajkovic (415-315-8100; drago.rajkovic@jpmorgan.com) of J.P. Morgan Securities LLC or their designees. 7. “Click Through” Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which the Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the Recipient’s and its Representatives’ confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format. 8. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the written request of the Provider for any reason, the Recipient will, and will direct its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained (except that one copy may be maintained by outside legal counsel to the Recipient for archival purposes), and the term of this Agreement shall be extended by a like number of days for each day that the Recipient or any of its Representatives is in non-compliance of this Section 8. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by the Recipient’s obligations hereunder with respect to such Evaluation Material. 9. No Solicitation. The Recipient will not, within one year from the date of this Agreement, solicit the employment or consulting services of any of the officers of the Provider with whom it has had contact in connection with its evaluation of a Possible Transaction, so long as they are employed by the Provider. The Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of the Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as the Recipient does not identify the individuals to be solicited by such recruiting firm or organization. 10. Standstill. RHI agrees that, for a period en<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ding on the earlier of (x) one year after the date of this Agreement, (y) the date a public announcement is made of the entry by JDA into a binding definitive agreement with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of JDA or all or substantially all of the assets of JDA and its subsidiaries (taken as a whole) or (z) the date of commencement by a third party of a tender or exchange offer for at least a majority of the outstanding voting securities of JDA (the “Standstill Period”), unless specifically invited in writing by JDA or its Representatives, neither RHI nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) which has been furnished with Evaluation Material pursuant hereto (including New Mountain Capital LLC) or Representatives (acting on its behalf) will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of the equity securities (or beneficial ownership thereof) or any material assets of JDA or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving JDA or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to JDA 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 JDA; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act with respect to the voting securities of JDA; (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 JDA or its voting securities or assets; (d) otherwise act, alone or in concert with others, to seek to change, control or influence the management, Board of Directors or policies of JDA; (e) take any action which might force JDA to make a public announcement regarding any of the types of matters set forth in (a) above; (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (g) make any public announcement inconsistent with the agreements contained in this Section, RHI also agrees during the Standstill Period<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ns of the Agreement will survive until the end of the Confidentiality Term. 9. Injunction The Parties agree that, in the event of breach or threatened breach or intended breach of the Agreement, each Party, in addition to any other rights and remedies available to it at law or in equity, may seek injunctive or equitable relief without the necessity of posting bond or proving that it has no adequate remedy at law. 10. Compliance with Laws; U.S. Export Compliance The Parties acknowledge that performance of the Agreement is subject to compliance with applicable United States laws, regulations, or orders including those that may relate to the export of technical data and equipment, such as International Traffic in Arms Regulations (“ITAR”) and/or Export Admi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nistration Act/Regulations (“EAR”), as may be amended, and agree to comply with all such laws, regulations or orders. No Party will export, directly or indirectly, any Confidential Information without first obtaining any required export license or government approval and, in the case of Confidential Information disclosed by University, without first obtaining permission from University’s Office of Sponsored Projects. In the event any Confidential Information is export-controlled, the Disclosing Party shall provide Receiving Party with written notice containing the nature of the export-controlled information, prior to any exchange of export-controlled Confidential Information. 11. Contacts Notices under the Agreement will be given to a Party’s person set forth in Section 1 of the NDA either by prepaid, first class, certified mail, return receipt requested or by internationally recognized overnight courier to the addresses set forth in Section 1 of the NDA or other addresses as may be given from time to time under the terms of this Section 11. Notice will be deemed given once the written notice is delivered at the designated address. Delivery via e-mail will not constitute notice. Confidential Information shall be delivered to the Contact Person for such Receiving Party indicated in Section 2 of the NDA or other persons specified from time to time by Receiving Party as its Contact Person by notice given in accordance with this Section 11. 12. Other Provisions The Agreement will be governed by the laws of the State of Texas, without regard to choice of law principles. No amendment to the Agreement will be effective unless in writing and signed by the Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, assigned or otherwise transferred. If any provision of the Agreement is held to be unenforceable, all other provisions will continue in full force and e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ntering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: Signature Name Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: Signature Name <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>re severable, and if any provision or part thereof is deemed invalid or otherwise unenforceable, then such term shall be construed to reflect the closest lawful interpretation of the parties’ original intent, and the remaining provisions of this Agreement shall remain valid, enforceable and binding. This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which shall constitute one and the same instrument. Any signature page of any such counterpart, or any facsimile transmission thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any facsimile transmission of any signature of a party shall be deemed an original and shall bind such party. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any loss, unauthorized disclosure or use of the Confidential Information and/or Notes or any other breach of this Agreement by the Receiving Party, its Affiliates, or its or their Authorized Parties. In any such event, the Receiving Party shall help the Disclosing Party in every reasonable way to regain possession of the Confidential Information and/or Notes and shall prevent any further unauthorized disclosure or use. This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except for the foregoing, neither party may assign this Agreement or any of their rights and obligations hereunder or delegate the performance thereof to a third party without the prior written consent of the ot<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>her party. Except as stated herein, nothing in this Agreement is intended to confer any benefit to any third party or any right to enforce any term of this Agreement. Any failure by a party hereto to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of that party’s right to subsequently enforce such provision or any other provision of this Agreement. 8. WAYNE FUELING SYSTEMS LLC and Company each agrees to take such measures as may be necessary to ensure that the disclosure of Confidential Information complies with any export control laws which may govern such disclosure. The Receiving Party represents and warrants that no technical data it receives in conjunction with the Confidential Information that is subject to the export control laws of the United States of America (“U.S.”) shall be exported from the U<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>erson, means the power to direct the management and policies of such 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 customers. (e) "Re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>stricted Period" means the period commencing on the date of this Agreement and ending on the date which is five (5) years from the date hereof. 2. Non-competition. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not: (a) directly or indirectly engage in, be employed by, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or otherwise have an interest (whether, subject to Section 5, as a stockholder, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, agent or otherwise) in, or cause, authorize, aid or assist any other person to own, manage, operate, provide financing to, control or otherwise have an interest in, any business or any person who is engaged in any business that directly or indirectly competes or intends to compete with the Restricted Business anywhere in the world, unless Seller or Guarantor purchase or own less than five percent (5%) of capital stock in a publicly held company; or (b) directly, indirectly or otherwise by letters, circulars or advertisements, and whether for itself or on behalf of any other person, canvass or solicit or, directly or indirectly, cause or authorize to be solicited, or enter into or effect, or, directly or indirectly, cause or authorize to be entered into or effected, any business or orders for businesses competing with the Restricted Business from any person who (i) at the time of the Agreement or within two years prior to the date of the Agreement, has been, a customer or client, or (ii) is an active prospect to be a customer or client, in each case, of the Seller at the time of the Agreement. 3. Non-Disclosure of Confidential Information. Seller and Guarantor acknowledge that it is the policy of the Buyer to maintain as secret and confidential all Confidential Information, and the parties hereto recognize that Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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/NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT The agreement is made and entered into this 2nd day of August 2004, by and between: Bill Woo and Gateway Venture Holdings, Inc., a Nevada corporation ("Gateway"). WHEREAS, the purpose of this Agreement is to lay down the terms and conditions, and guidelines which will allow the respect and protection of each Party's respective proprietary interests. NOW THEREFORE, in considering of the various representations, mutual promises, covenants, and undertakings contemplated herein and for good valuable consideration, the value of which is acknowledged by the Parties by execution hereof, the Parties agree as follows: 1. None of the parties shall divulge to any person, (other than those whose provenance it is to know it, or with proper authority) or use any trade secrets or confidential information or any financial or trade information relating to the other, which they acquire as a result of the discussing of or the entering into agreements with each other. Each Party shall endeavor to prevent its officers, employees, agents, representatives, and associates from doing anything, which, if done by Party, would be a breach of this agreement. This restriction shall continue to apply after the expiration of this Agreement, and other Agreements entered into between the Parties, without limit in point of time, but shall cease to apply to secrets or information, which came into the public domain through no fault of the Party concerned. 2. The Parties each undertake to the other that for a period of five (5) years from the date of this Agreement, they will not, without prior wri<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tten consent of the other, directly or indirectly through third parties, make or seek to make contact or communication with those Banks, Financial Institutions, government representatives, clients, investors, traders, associates, legal advisors and financial advisors with whom they have been placed into contact with by the other or to whom the names, addresses and other pertinent information has been released to them by the other. 3. Each party undertakes irrevocably and unconditionally: a. To ensure that all aspects of each transaction remain confidential. b. Not to disclose, either verbally or in written form, any knowledge that it may obtain at any time in the future, be it either implicit or implied, with respect to the implementation of any proposed transaction. c. Not to circumvent or attempt to circumvent the other. d. Not to disclose to third parties the names, addresses, fax and telephone coordinates of any contact/client revealed by one party to the other. e. Not to enter into direct or indirect negotiations with any other's contacts/clients. f. Not to show, deliver, or cause to be seen, any documents, papers, correspondence, memoranda or copies of such to other than person(s) or entities of any kind, except to those whom are required to maintain confidentiality such as an attorney or tax advisor. g. Each Party shall endeavor to ensure that any of its officers, employees, agents, representatives or associates who, by virtue of their duties may receive the type of information described in this Agreement, are fully obligated to respect the spirit and terms of this Agreements in the same way as each Party. Each Party shall undertakes to have those officers, employees, agents, representatives or associates acknowledge their obligation by Countersigning a copy of this Agreement, thereby binding them to honor the terms of this Agreement. 4. Each Party acknowledges that any breach of the terms and conditions of this Agreement by either party or its employees, agents, representatives or associates may render the seeking of liquidated damages, by the other and the cancellation and termination of all agreements and transactions. 5. This Agreement has been entered into by each Party acting on its own free will and judgment and shall be binding on the Parties, their heirs or successors, administrators, and assignees. 6. Any dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement shall be resolved exclusively by binding arbitration in Las Vegas, Nevada, in accordance with the rules then in effect of the American Arbitration Association, The arbitrator(s) may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator(s) 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. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each of them shall separately pay their counsel fees and expenses. 7. The release of confidential information pursuant to a protested court order shall not be deemed to be a violation of this Agreement. 8. This Agreement may be executed in one or more counterparts each of which shall be binding on each <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ayroll information and personnel records, system logs and network traffic data, etc. This information or data is subject to University policies as well as regulatory and special handling requirements. 1. I accept responsibility for appropriate handling and management of information and data whether I come into contact with such information through my authorized access or in error. 2. I will maintain the confidentiality of this information and if uncertain about the appropriateness of who this information may be shared with in the course of my authorized access, I will discuss any questions I have with my supervisor or the Central Administration security office. I understand that even the most innocuous file can contain confidential information. 3. In all instances as described above, I acknowledge my personal obligation to protect, through execution of reasonable steps, the confidentiality, integrity and privacy of this data in accordance with University policies, regulatory requirements or other special handling requirements, and prevent unauthorized access, modification, destruction or disclosure of sensitive or confidential data. In the absence of stated guidance or without a clear indication of sensitivity, I will treat and handle all data as if it were sensitive. C. Acknowledgement 1. I have read and understand the statements presented in the above “Responsibilities” section regarding my permitted and potential/inadvertent access to confidential or sensitive information or data. 2. I agree with these stated responsibilities. 3. I understand that misuse of confidential or sensitive information or data, whether intentional or due to neglect on my part, is a breach of policy and grounds for corrective action which may include my dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action. D. During the course of my work or activities at the University of Nebraska, I<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> may be assigned a computer user login ID and instructed to develop personal passwords. In order to maintain the confidentiality of non-public data, I agree to the following: 1. I will adhere to the University of Nebraska’s Executive Memorandum No. 16, Policy for Responsible Use of University Computers and Information Systems, University of Nebraska’s Executive Memorandum No. 26, Information Security Plan, and to any additional specific policies that I may be asked to follow. 2. I will obtain authorization from the University prior to gaining access to those specific computer functions necessary to perform my responsibilities. 3. I will not share my computer user login IDs and passwords with anyone, at any time, for any reason, except in cases necessary to facilitate computer maintenance and repairs. 4. I will not leave a terminal, personal computer or computer workstation without locking or ending any application that either contains or can be used to access confidential or sensitive information or data. 5. I will not disclose any budget, financial, personnel, payroll or procurement information except to the extent necessary to carry out the responsibilities of my employment or as otherwise required by the law. 6. I will contact the University immediately if I discover that my computer user login ID or password has been compromised, if I suspect that University digital asset has been misused, or if I suspect that someone has obtained unauthorized access to confidential or sensitive information or data on the University of Nebraska information system. 7. I also understand that improper use of my computer user login ID or password is a breach of policy and grounds for corrective action which may include dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action. Signature: Date: Person to be granted access Print 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|>e of Confidential Information under this paragraph (c), Valco and Brubaker shall inform such persons of the existence of this Agreement and take all reasonable steps to ensure that such persons comply with the provisions of this Agreement applicable to Valco and Brubaker. 4. Enforcement; Damages; Construction (a) Valco's and Brubaker's obligations hereunder shall be joint and several as long as Brubaker controls Valco. If Brubaker no longer controls Valco, Valco's and Brubaker's obligation herein shall be several. Each of Valco and Brubaker recognizes that it would be impossible to measure in money all the damages which will accrue to CMC by reason of a failure to comply with the restrictions and perform the obligations under this Agreement. Each of Valco and Brubaker hereby acknowledges that CMC would lack an adequate remedy at law and CMC shall, in addition to and not in lieu of money damages, be entitled to specific performance and injunctive relief against Valco and Brubaker in an action or procedure to enforce the provisions hereof. Valco and Brubaker shall reimburse CMC for its expenses, including reasonable attorney's fees, incurred in connection with the enforcement of the provisions hereof relating to a breach of this Agreement by Valco or Brubaker. (b) No waiver or amendment to this Agreement shall be valid unless signed in writing by each of Valco, Brubaker and CMC. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. (c) This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of each of Valco, Brubaker and CMC. (d) The captions used in this Agreement are for convenience only and shall not be construed to limit or define the scope or intent of any paragraph. (e) This Agreement has been executed and delivered in Colorado Springs, Colorado and the validity and interpretation hereof shall be governed in all respects by the laws of the State of Colorado. IN WITNESS WHEREOF, each of Valco and Brubaker has<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> executed this Agreement on the day and year first above written. VALCO INC. By: Name: Thomas E. Brubaker Title: President THOMAS E. BRUBAKER By: Thomas E. Brubaker<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>). Background NostraData intends to provide the Confidant with transactional data for the purposes of the 2017 Melbourne Datathon to be held between April 13th and June 2nd 2017 (Datathon). NostraData is willing to disclose Confidential Information (as defined below) for the sole purpose of the Datathon. This deed sets out how this Confidential Information must be treated by the Confidant. THIS DEED WITNESSES 1 Confidential information In this deed, the term Confidential Information means any and all information disclosed by NostraData to the Confidant in any form (including verbally, electronically, visually, in writing or in any other tangible form, and all copies of any such information), which is identified as, notified as being, or which would be reasonably expected to be, confidential or proprietary to NostraData. Confidential Information includes any data, software, software documentation, source code, documentation for functional specifications, development guidelines, inventions, training materials, third party confidential information, and any information about NostraData which is disclosed to the Confidant in connection with the Datathon. 2 Use of Confidential Information The Confidant may only use Confidential Information disclosed to it under this deed for the sole purpose of the Datathon and must use Confidential Information strictly in accordance with NostraData’s directions and otherwise in accordance with this deed. 3 Disclosure of Confidential Information The Confidant must not disclose any Confidential Information to any third party without the express and prior written consent of NostraData. The Confidant must take all reasonable precautions to avoid unauthorised disclosure and protect against unauthorised use of the Confidential Information, such precautions to be at least as stringent as those used by the Confidant for the protection of the Confidant’s own confidential information and always in accordance with the Privacy Act 1988. The Confidant must not store the Confidential Information on a public web server. 4 Disclosure required by law If the Confidant is required by law to disclose any Confidential Information to a third person, the Confidant must: (a) before doing so: (i) notify NostraData; and (ii) give NostraData a reasonable opportunity to take any steps that NostraData considers necessary to protect the confidentiality of that information;<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and (b) notify the third person that the information is the Confidential Information of NostraData. 5 Reverse engineering, decompilation and re-identification The Confidant must not reverse engineer or decompile any software included in any Confidential Information, or make any unauthorised copies of any Confidential Information. The Confidant must not attempt to re-identify any personal information that has been de-identified in the Confidential Information. 6 Indemnity As the disclosure of the Confidential Information may cause irreparable harm to the business of NostraData, the Confidant hereby undertakes to indemnify, and to keep indemnified, NostraData against all claims, losses or liabilities (including in pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Information, including all copies of the same. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>C E R T I F I C A T I O N P O L I C Y NONDISCLOSURE AGREEMENT / CONDUCT POLICY Recipient agrees that all information disclosed by the Company to Recipient, including without limitation information acquired by Recipient from Company employees or inspection of the Company’s property, relating to (without limitation) the Company’s products, designs, business plans, business opportunities, finances, research, development, know-how or personnel, and confidential information disclosed to the Company by third parties, shall be considered Confidential Information. Recipient agrees to maintain the confidence of the Confidential Information and to prevent its unauthorized dissemination; provided however, that Confidential Information shall not include information which (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, (iii) is independently developed by Recipient without the use of any Confidential Informatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n, (iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation, or (v) the Company agrees in writing may be disclosed by Recipient. Re<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding ma<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rkings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>KENNETIK NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non-Disclosure and Confidentiality Agreement (this "Agreement") is entered into as of January 01, 2018 by and between Kennetik, a Minnesota Limited Liability Company ("Kennetik") and , as an Individual (" "). Kennetik and have indicated an interest in exploring a potential business relationship relating to: The hiring of Kennetik to perform content development & strategy, including but not limited to conceptualizing, producing and managing the client's content. (the "Transaction"). In connection with the parties' respective evaluation of the Transaction, Kennetik, its respective affiliates and its respective directors, officers, employees, agents or advisors (collectively, "Representatives") may provide or grant access to certain confidential and proprietary information to . The party disclosing its Confidential Information (as defined herein) to the other party is hereafter referred to as the "Disclosing Party." The party receiving the Confidential Information of the Disclosing Party is hereafter referred to as the "Receiving Party." In consideration for being furnished Confidential Information, Kennetik and agree as follows: 1. Confidential Information. The term "Confidential Information" as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: business plans, design, improvements, marketing strategies, present or future business activities, product development and plans, data, databases, documentation, flow charts, formulas, reports, specifications, finance, operations, procedures, processes, supplier lists, supplier profiles, supplier relationships, systems, computer software, inventions, know-how, object code, proprietary concepts, source code, technical information, trade secrets, customer lists, customer profiles, customer relationships, performance results, pricing, sales estimates, which the Disclosing Party considers confidential. 2. Exclusions from Confidential Information. The obligation of confidentiality with respect to Confidential Information will not apply to any information: a. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by the Rec<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eiving Party or any of its Representatives; b. If the information is or was received by the Receiving Party from a third party source which, to the best knowledge of the Receiving Party or its Representatives, is or was not under a confidentiality obligation to the Disclosing Party with regard to such information; c. If the information is disclosed by the Receiving Party with the Disclosing Party's prior written permission and approval; d. If the information is independently developed by the Receiving Party prior to disclosure by the Disclosing Party and without the use and benefit of any of the Disclosing Party's Confidential Information; or e. If the Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, the Receiving Party or its Representatives give prompt written notice of that fact to the Disclosing Party prior to disclosure so that the Disclosing Party may 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 car<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Suite 25 Northwich Business Centre Meadow Street Northwich Cheshire CW9 5BF Tel: 0845 466 4648 Fax: 01606 810 567 Email: details@business-partnership.com www.business-partnership.com YOUR DETAILS (PLEASE USE CAPITALS) Title ………. First Name ………..…..………………….….. Last Name …….……………………….………….…..... Address…………………………………..…….………………………………………...…….…………………....……….. ……………………………………………………………………………………………………………….......................... Post Code …………….………. Email ………………………………………….……………………………………....…. Tel …………………………………….…………… Mobile ………….………………….………………………….. Company Name ………………………………………………..………….…………………………………….................. Company Reg. No. …………...……………………………………………………………………………………………... Businesses or area of interest ……………………………….…………………………………………………………….. NON-DISCLOSURE AGREEMENT I fully understand and agree that all information relating to any client of The Business Partnership and supplied to me will be kept strictly confidential. I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means. I agree that in respect of the Confidential Information received from The Business Partnership I will: Treat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties I further acknowledge that all documents and other material things embodying any of the Confidential Information which is received under this agreement shall remain the property of the supplying party (or other owner thereof) and I shall hold them as bailee for the supplying party, exercising reasonable care to keep them safe from access by unauthorised pers<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ons, and shall return them to the supplying party within one week of a written request from the supplying party. I will not attempt to contact the employees, customers, creditors, suppliers or landlords of any client of The Business Partnership at any time. I will not use the confidential information to seek to obtain any commercial advantage over any client of The Business Partnership. I acknowledge that this Agreement shall remain in force in perpetuity. The laws of England and Wales shall govern this Agreement. I confirm that I have funds or access to funds to enter negotiations for the business for which I have expressed an interest I confirm that no contact will be made with the vendor or company direct. TERMS AND CONDITIONS The Sales Particulars you will receive, and any subsequent commercial information relating to this business, are supplied on the strict understanding that it should be kept confidential and must not be copied or supplied to a third party without the consent of The Business Partnership (TBP). All recipients the Sales Particulars and any other details irrevocably agree:- 1. To treat all information contained herein, and as may subsequently be supplied, with complete confidentiality. 2. To make no approach directly to the Owner or the Business and or Property either personally, by telephone, or in writing without the consent of TBP. 3. To visit the Owner and/or the Business or Property only and strictly by prior appointment to be made and confirmed through the Office of TBP. 4. To make no approach to the Staff of the business or discuss the proposed sale with any staff member without the consent of the Owners. 5. To request and obtain any and all information required, including any financial information, solely through the Offices of TBP. 6. To submit any offer for the purchase of the Business and/or property directly through the Agents TBP and not directly to the Owner. Once TBPs NDA and Terms and Conditions have been signed, further negotiations are subject to you agreeing:- 1. That in the event of agreeing to purchase the Business and/or Property will pay to TBP a deposit as a sign of good faith amounting to 5% of the purchase price but subject to a minimum of £5,000. This deposit will be held by TBP in a Non-Interest Earning Client Account, and will be applied to the purchase price at the time of completion. This deposit will be paid "Subject to Contract" and will be refundable (subject to clauses 2 and 3 below). 2. In the event that you withdraw from the purchase without good reason and where such reason is not connected to the purchase of the business, then the deposit will be used to cover our Clients reasonable legal costs (up to a maximum of £2,500), such costs being subject to VAT, up to the point of withdrawal. 3. That if you withdraw for any reason once Heads of Terms or Memorandum of Sale has been prepared and issued you will be charged an Agents Fee of £695.00 plus VAT. The balance of the deposit shall be returned to you forthwith. Should the sale of the business be withdrawn by the Vendor for any reason, the deposit monies will be returned to you in full. 4. That upon an offer being accepted on a Leasehold proposition you will agree to supply to TBP the names 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|>rk for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the transactions contemplated hereby (each a “Proceeding”) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above will be effective service of process for any action, suit or proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding and (v) agree not to commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum. No Waiver 20. No failure or delay by the Company in exercising any right, power or privilege under this Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. Successors and Assigns 21. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part hereof without the prior written consent of the Company, and any purported assignment without such consent will be null and void. Severability 22. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof will be unimpaired and will remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision will be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the parties’ intention with respect to such invalid or unenforceable term or provision. Entire Agreement 23. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. An amendment or modification or waiver will only be effective if (i) it is in writing and signed by the Company and you, (ii) it specifically refers to this Agreement and (iii) it specifically states that the Company and/or you, as the case may be, is amending, modifying or waiving its rights hereunder. Any such amendment, modification or waiver will be effective only in the specific instance and for the purpose for which it was given. Data Site 24. The terms of this Agreement shall supersede any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which you or any of your Representatives may be granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>“I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that your confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto. Counterparts 25. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which will be an original instrument and all of which taken together will constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission will constitute valid and sufficient delivery thereof. This Agreement is being delivered to you in duplicate. Please execute and return one copy of this Agreement, which will constitute your agreement with respect to the subject matter of this Agreement. Very truly yours, MONSTER WORLDWIDE, INC. By: /s/ Timothy T. Yates Name: Timothy T. Yates Title: Chief Executive Officer and Chief Financial Officer ACCEPTED AND AGREED TO as of the first date written above RANDSTAD HOLDING NV By: /s/ Han Kolff Name: Han Kolff Title: Managing Director Group Control, Strategy<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>PIERCING PAGODA, INC. 3910 Adler Place Post Office Box 25007 Lehigh Valley, Pa 18002 MUTUAL NON-DISCLOSURE AGREEMENT This Agreement, made as of March 28, 2000 (the Effective Date), by and between Piercing Pagoda, Inc., a Delaware corporation (including its affiliates and their respective successors, transferees and permitted assigns, "PPI"), and the undersigned (including its affiliates and their respective successors, transferees and permitted assigns, "Company") in connection with, our consideration of a possible business transaction (the "Stated Purpose") each party may disclose certain of its proprietary and confidential information to the other party in order to facilitate discussion and analyses. As a condition to the furnishing by one party (in such capacity, the "Disclosing Party") of such information as the Disclosing Party, in its sole and absolute discretion, may determine to furnish to the other party (in such capacity, the "Recipient"), the parties hereto agree to comply with the terms and conditions set forth below. NOW, THEREFORE, in consideration of and reliance on the respective representations, warranties and covenants contained herein and intending to be legally b<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ound hereby, the parties hereto agree as follows: 1. The Recipient shall take responsible steps to ensure that all Confidential Information of the Disclosing Party is kept confidential; provided, however, that such information may be disclosed to those employees or agents of the Recipient who have a need to know such information, or to such other party as may be agreed to by the Disclosing Party in writing, only if each such employee or party is informed by the Recipient of the confidential and proprietary nature of such information and of the confidentiality undertakings of the Recipient contained herein. The Recipient shall be responsible for any breach of this Agreement by its employees or agents. 2. As used herein, "reasonable steps" means the steps that the Recipient takes to protect its own, similar confidential and proprietary information, which shall not be less than a reasonable standard of care. 3. As used herein "Confidential Information" means all proprietary or confidential information of the Disclosing Party, including but not limited to Confidential Information regarding its products, suppliers, customers, technology, pricing, business plan, activities or know-how, whether disclosed directly or indirectly, in writing (marked as Confidential Information), orally or by drawings or inspection of documents. 4. However, Confidential Information does not include any of the foregoing items: (i) prior to disclosure, is know to the public or becomes so known through no action of Recipient; (ii) is required to be disclosed pursuant to applicable laws, rules or regulations or governmental requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order); (iii) is already rightfully in the Recipient's possession at the time of disclosure, as evidenced by written records of the Recipient; or (iv) is received by the Recipient from another person or entity who is not obligated to the Disclosing party to keep the same confidential. 5. Neither party shall, without the other party's prior written consent (a) disclose to any person or entity (other than the persons emp<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Confidentiality Agreement This Confidentiality Agreement (the “Agreement”) has been prepared on behalf of bpost SA/NV, a limited liability company of public law, and the City of <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Brussels (the “Sellers”) with regard to the divestment of their respective surface areas (the “Sale”) in the Munt Center/Centre Monnaie (the “Munt”). In consideration of the Sellers agreeing to disclose confidential information (the “Confidential Information”) to the Candidate (“Disclosee”), the latter hereby undertakes to the Sellers that as Disclosee, they will keep confidential all and any Confidential Information received at any time. The Disclosee will procure that prior to the disclosure to any other person (including any professional advisor) of any Confidential Information, such other person is made aware of the provisions of this Agreement and the fact that the Disclosee will be liable. The Disclosee acknowledges that the Confidential Information, in as far as it relates to bpost SA/NV, could be price sensitive information and ensures compliance with the relevant legal and other provisions in this respect (including, without being limited to, the provisions of the Belgian Law of 2 August 2002 on the supervision of the financial sector and on the financial services in relation to insider dealing and market manipulation). Confidential Information shall mean the following: a) all such information, of any kind whatsoever (whether in oral, written or electronic form, and including, but not limited to, technical, commercial, financial, accounting, legal and administrative information) pertaining to the Sale of the Munt and the Sellers as may be provided to the Disclosee and their responsible managers, officers, employees, shareholders, members of the Board of Directors and advisors (including financial, legal and tax advisors and auditors) (“Representatives”), by the Sellers, their advisors or their representatives; b) all such analyses, compilations, forecasts, notes, memoranda and other documents as the Sellers or Deloitte Real Estate* and Laga** (the “Advisors”) ma<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ceiving Party agrees that it shall protect the Confidential Information disclosed to or obtained by it by using the same standard of care that the Receiving Party applies to safeguard its own proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof. 7 RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION 7.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to the Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material. 7.2 As an alternative to the return of the material contemplated in clause 7.1, the Receiving Party shall, at the instance of the Disclosing Party, destroy such material and furnish the Disclosing Party with a written statement from authorised officers to the effect that all such material has been destroyed. 7.3 The Receiving Party shall comply with a request in terms of this clause, within 14 (fourteen) calendar days of receipt of such a request. 8 EXCLUDED CONFIDENTIAL INFORMATION The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that – 8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances; 8.5 is d<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>isclosed to a third party pursuant to the prior written authorisation of the Disclosing Party; and 8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement. 9 TERM This Agreement and the undertakings contained herein shall commence upon the Signature Date and shall continue for a period of 2 (two) years thereafter. 10 CO-OPERATION The Parties undertake at all times to co-operate with each other in good faith in order to carry out this Agreement and to implement all transactions and steps contemplated herein. 11 WARRANTIES BY PARTIES Each Party warrants that – 11.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into and implement this Agreement on the terms and conditions herein set out; 11.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms. 12 BREACH In the event that a Party should breach the provisions of this Agreement, then the other Party shall be entitled to invoke all remedies available to it in law including without limitation the institution of urgent interim proceedings, an action for damages and/or specific performance and/or any other equitable relief for any threatened or actual breach of the provisions of this Agreement. 13 DISPUTES 13.1 In the event of any dispute or difference arising between the Parties relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of this Agreement, the chief executive officers of the Parties or any of their designated officials shall upon request by any Party meet to attempt to settle such dispute or difference, and failing settlement within a period of 7 (seven) business days from such a request, the said dispute or difference shall on demand by any Party be submitted to arbitration in Johannesburg in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation. 13.2 The Parties irrevocably agree that the decision in any arbitration proceedings – 13.2.1 will be binding on all of them; 13.2.2 will forthwith be carried into effect; 13.2.3 may be made an order of any court of competent jurisdiction. 13.3 Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent relief. 13.4 The provisions of this clause will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement. 14 STIPULATIO ALTERI To the extent that any provisions of this Agreement purport to be for the benefit of a Client Brand, the Parties confirm that such provisions are intended to be a stipulatio alteri (i.e. a contract for the benefit of a third party) capable of acceptance at any time by such Client Brand. Such acceptance may only take place by way of a written notice to that effect given to AfriGIS by Client on behalf of the Client Brand in question. 15 NON-SOLICITATION Unless agreed to the contrary between the parties each Party hereby undertakes in favour of the other that it will not at any time during the currency of this Agreement and for a period of 12 months after the expiry or termination of this Agreement (for any reason whatsoever), whether directly or indirectly: 15.1 encourage or entice or incite or persuade any employee of the other (or any employee of any member of each other's group of companies or any entity in which either is interested) to terminate their employment by the other of them (or any member of its group of companies or any entity in which either is interested); and/or 15.2. furnish any information or advice (whether written or ora<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 available, in addition to any other right or remedy available, the right to obtain an injunction against him or her, from a court of competent jurisdiction restraining such <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>breach or threatened breach and to specific performance of any such provision of this Agreement, and Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance under such circumstances. 4. The undersigned will return all physical embodiments of Confidential Information in the undersigned's possession to InterTrust promptly upon request by InterTrust, and in no event later than fifteen (15) days thereafter. 5. Notwithstanding any thing else in this Agreement, the confidentiality restrictions of this Agreement shall not apply to information that: (i) is or becomes known to the public through no breach of any of the undersigned's obligations under this Agreement, or NatWest's or any other NatWest employee's, obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known to Recipient prior to its disclosure by InterTrust, as evidenced through written documentation; (iii) shall have been independently developed by the Recipient without any reliance on or use of any InterTrust Confidential Information, as demonstrated through written documentation; or (iv) shall have been rightfully supplied to Recipient, with no obligation of confidentiality or non-use from a third party without any breach of any obligation of confidentiality to InterTrust or NatWest (as applicable) as of the date such information is so supplied. In addition, the Recipient shall be entitled to disclose Confidential Information pursuant to a court order issued by a court of competent jurisdiction or as otherwise required by law; provided that the undersigned shall provide prompt advance notice thereof to InterTrust to enable InterTrust to seek a protective order or otherwise prevent such disclosure and shall disclose no more than the minimum information required by such court order or by law. 6. If any provision or portion thereof in this Agreement shall be found or be held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then this Agreement shall nevertheless be given full force and effect without said provision or portion. This Agreement may not be modified except by written agreement dated subsequent to the date of this Agreement and signed by both parties. This agreement shall be governed by and construed under the laws of the United States of America and the Commonwealth of Virginia, USA, without reference to conflicts of laws principles. All disputes arising out of or relating to the subject matter of this Agreement shall be subject to the exclusive jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division Virginia, or if jurisdiction does not properly lie in such court, the Commonwealth courts in Alexandria, Virginia. The parties consent to the personal and exclusive jurisdiction and venue of such court and waive any argument that jurisdiction or venue in such court is improper or inconvenient. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. InterTrust Technologies Corporation Employee By: By: Title: Title:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>for a period of three (3) years at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party’s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. 5. Third Party Disclosure. Both parties agree that they are also obligated to maintain Non Disclosure Agreements and protect the confidentiality of shared information beyond the scope of the individual company should it be required to disclose this information to complete the task required. Therefore, both parties agree to have Non Disclosure Agreements in place with any current or future employee, any third party person or company to the magnitude of this agreement or greater prior to any internal or external disclosure. 6. Duty to Protect/Publicity. The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a similar nature. The Receiving Party (i) shall limit access to all Confidential Information to its employees, agents, representatives, consultants and contractors who shall reasonably require access to the Confidential Information for the purpose set forth above and to third party vendors for the purpose of obtaining price quotations, (ii) shall use the Confidential Information solely in connection with the Purpose, and (iii) shall use due diligence to insure that all such persons are aware of, understand their obligations under, and comply with the provisions of this Agreement. Each party agrees not to publicize or disclose the existence or terms of this Agreement to any third party without the prior consent of the other party except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure). Neither party shall make any press release or similar public statement without the prior consent of the other party. 7. Court Orders. Nothing contained in this Agreement shall restrict the Receiving Party from disclosing Confidential Information that is required to be disclosed under any law, subpoena or court order provided that the Receiving Party provides the Disclosing Party with prompt notice so that the Disclosing Party may, at its expense, seek a protective order or take other appropriate measures. In the event a Court Order is issued to either party, the party complying with such order shall send notice to the other unless specifically prohibited to do so by the court order. 8. No Further Rights or Duties Implied. The Disclosing Party does not warrant that the information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Receiving Party’s purposes. The Confidential Information is provided “AS IS” with all faults. The Disclosing Party shall not be liable for the accuracy or completeness of the Confidential Information. Nothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Receiving Party with respect to infringement of any intellectual property right of others. The Disclosing Party has no obl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>igation under this Agreement to purchase or sell any service or item from or to the Receiving Party. The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to independently develop or acquire products without use of the other party’s Confidential Information. The Disclosing Party acknowledges that the Receiving Party may currently, or in the future, be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems or techniques that are similar to, or compete with, the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. The Receiving Party shall not reverse-engineer, de-compile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party. 9. Ownership/ Return of Confidential Information. The Disclosing Party shall remain the owner of all Confidential Information it discloses. Within ten (10) days after any written request by the Disclosing Party, the Receiving Party shall promptly return all copies of the Confidential Information. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. The parties agree that the state courts of Collin or Dallas Counties, Texas and the federal courts located in the Eastern District of Texas shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. 11. Remedies. The Receiving Party agrees that its obligations hereunder are necessary and reasonable in order to protect the Disclosing Party and the Disclosing Party’s business, and expressly agrees that monetary damages may be inadequate to compensate the Disclosing Party for any breach by either party of any covenants and agreements set forth herein. Accordingly, the Receiving Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party may be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach. 12. Export Restrictions. The Receiving Party acknowledges its obligations to control access to technical data under the U.S. export laws and regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement. 13. Limitation of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Entire Agreement. This document contains the complete and exclusive Agreement between the parties, and it is intended to be final expression of their Agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any party. Each party has relied upon its own examination of the warranties, representations and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be 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|> databases, original works of authorship, confidential knowledge, know-how, ideas, research and development, financial information, results of operations, projections, strategies, marketing information, contracts, employee information, business plans or other subject matter pertaining to the Disclosing Party and/or information regarding actual, planned or possible customers, clients, consultants, contractors, advertisers, licensees, distributors, retailers and other business associates of the Disclosing Party and/or their respective businesses, operations, activities or plans, and (ii) any and all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based upon, in whole or in part, the Confidential Information described in clause (i). (b) The term “Confidential Information” does not include information which (i) is common knowledge with respect to companies operating in the industry in which the Disclosing Party conducts its business, (ii) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or its Representatives to the public or any third party in violation of this Agreement, (iii) was rightfully within the Receiving Party’s or its Representatives’ possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party (as reasonably demonstrated by written evidence with respect thereto), provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiali<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty to the Disclosing Party or any other party with respect to such information, (v) is independently developed by the Receiving Party or its Representatives without use of or reference to the Confidential Information or (vi) is required or requested to be disclosed by the Receiving Party by a governmental agency or law or other regulatory body as provided in Section 3(b), so long as the Receiving Party complies with the requirements of such section. Section 2. Use of Confidential Information. The Receiving Party hereby agrees that the Receiving Party and its Representatives shall (a) use the Confidential Information solely for the purpose of evaluating a Possible Transaction between the Disclosing Party and the Receiving Party, (b) hold the Confidential Information of the Disclosing Party in trust and keep it confidential, (c) use the same means they use to protect their own confidential information, but in any event not less than reasonable means, to prevent the disclosure by them and any of their Representatives of the Confidential Information communicated to them by the Disclosing Party and its Representatives, and (d) not copy or reproduce, or permit to be copied or reproduced, in any way, any part of the Confidential Information of the Disclosing Party except in a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>or the Confidential Information provided pursuant to this Agreement, without first obtaining the prior written consent of the other Party. 9. Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual written Agreement. Each Party’s obligations with respect to the Confidential Information, including but not limited to, sections 2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party. 10. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby submit to the exclusive personal and subject matter jurisdiction of the State and Federal Courts situated in the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Borough of Manhattan, New York, New York. 11. Waiver: No failure by either Party to exercise any rights arising from default by the other Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other shall constitute a waiver of any later breach of covenant. 12. Counterparts: This Agreement may be executed in two signed copies, each of which when taken together shall be deemed but one original. 13. Severability: The validity or unenforceability of any provision or provisions of this Agreement shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. 14. Entire Agreement; Amendment: This Agreement contains the entire understandings between and among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment to this Agreement shall be valid unless set forth in writing and signed by both Parties. 15. Notices: All notices required or permitted hereunder shall be in writing and shall be sent by nationally recognized overnight courier service, or by registered or certified mail, to the addresses stated in the heading of this Agreement. Unless otherwise specified, notices shall be deemed given when the return receipt is received. 16. Non-solicitation/Non-circumvention. iPass understands, acknowledges and agrees, AS A MATERIAL INDUCEMENT FOR TEUM TO MAKE AND ENTER INTO THIS AGREEMENT, that with respect to any customer or prospective customer opportunities that are identified by TEUM (collectively, the “TEUM Leads”) to iPass, that iPass shall not negotiate directly or indirectly solicit or otherwise attempt to cause the TEUM Leads enter into any form of agreement with iPass without the consent of TEUM, which consent may be given or withheld in TEUM’s sole discretion. In addition to the foregoing, and without limitation thereof, iPass shall not circumvent or otherwise engage in any form of direct or indirect communications with any TEUM Leads without the prior written approval of TEUM, which approval may be given or withheld in TEUM’s sole discretion. [REMAINDER OF PAGE LEFT BLANK. SIGNATURES ON FOLLOWING PAGE.] [SIGNATURE PAGE TO NON-DISCLOSURE AGREEMENT] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above. Pareteum Corporation iPass: /s/ Denis McCarthy /s/ Darin Vickery Name: Denis McCarthy Name: Darin VIckery Title: SVP Corporate Developement Title: CFO Date: February 15, 2018 Date: December 20, 2017 Email: ............................................<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXHIBIT D FORM OF CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), made effective as of the day of , 199 , by and between Sprint Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), whose address is 4717 Grand Avenue, 5th Floor, Kansas City, Missouri 64112, and , a , whose address is , is to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other pursuant to or in connection with the transactions contemplated by, the Credit Agreement dated as of October 2, 1996 (the "Credit Agreement"), by and among Spring Spectrum, the lenders named therein and Northern Telecom Inc., as agent. NOW, THEREFORE, in reliance upon and in consideration of the following undertakings, the parties, for themselves, or for any corporation, partnership, association, joint stock company, limited liability company, limited liability partnership, or trust directly or indirectly controlling, controlled by or under common control of such party, or a more than 50% owned subsidiary of such party (its "Affiliates"), agree as follows: 1. Scope. For purposes of this Agreement, the "Proprietary Information" of a party disclosing information (the "Discloser") means any and all information, including, without limitation, all oral, written, graphical, and electronic information disclosed to the party receiving the information (the "Recipient") pursuant to, or in connection with the transactions contemplated by, the Credit Agreement, whether delivered to the Recipient directly by the Discloser or indirectly through an agent of the Discloser or Recipient. 2. Limitation. The term "Proprietary Information" does not include information which: (a) has been or may in the future be published or is now or may in the future be otherwise in the public domain through no fault of the Recipient; (b) prior to disclosure pursuant to this Agreement is properly within the legitimate possession of the Recipient; (c) subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure; (d) is independently developed by the Recipient through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information; (e) is approved for disclosure by prior written permission of an authorized signatory of Discloser; or (f) is obligated to be produced by law or under order of a court of competent jurisdiction or other similar requirement of a governmental agency, or is required to be disclosed to, or is requested by, the Recipient's outside auditors or examiners in connection with an audit or examination or so long as the party required to disclose the information provides the other party with prior written notice of any required disclosure pursuant to such law, order or requirement. 3. Use. Each party agrees to use the Proprietary Information received fr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>om the other party only for the purpose of the servicing or protection of its interests in respect of the L<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein 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 confidential nature may not be copied or reproduced, in all or in part, unless this is explicitly required by the carrying out of PROJECT activities. 4.4 The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the financing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, comp<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>liant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 4.5 The information and data of a confidential nature may be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to other PROJECT partners and/or third parties appointed to carry out analyses on them. In this case too, the forwarding will take place in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 5. Responsible persons 5.1 Each Party shall appoint within its organization a person responsible for the treatment of confidential information and data, who shall have all persons in charge of carrying out PROJECT activities sign a declaration, whereby they take it upon themselves to comply with confidentiality obligations as described and regulated in the present AGREEMENT. 5.2 The persons responsible for the abovementioned confidential data treatment are: - for ACRONYM OF THE PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. 6. Security measures The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein 6.1 THE PARTIES commit to adopt all security measures as necessary to protect data and information of a confidential nature and guarantee that their confidentiality is not compromised in any way. 6.2 The treatment of all sensitive and personal data shall be compliant to the relevant national legislation in place, particularly in relation to law…. 7. Intellectual property The present AGREEMENT does not grant either of THE PARTIES rights or authorization to claim a licence or any other right of use for patents, brands, models and/or industrial or intellectual property of any kind. 8. Duration Confidentiality obligations are intended to last from the signing of the present AGREEMENT up to five years after completion of the PROJECT, currently envisaged for March 16, 2015, except any further extensions of the validity period of this AGREEMENT to be agreed upon by THE PARTIES and before the aforementioned deadline. In case THE PARTIES decide to extend the validity period for a longer period of time or unlimitedly, confidentiality obligations are extended from the signing of the AGREEMENT for the entire duration as agreed upon, which shall be inserted in the AGREMENT. 9. Applicable law and settlement of controversies 9.1 The present AGREEMENT is regulated under …. …. Law. 9.2 In case of any controversy among THE PARTIES in relation to the execution and interpretation of the present AGREEMENT, which cannot be settled amicably, the competent court shall be the Court of …. ….. 10. Communications All communications between THE PARTIES shall be addressed to the following addresses: - for ACRONYM OF THE PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. (Place and date) ……………… SIGNATURE OF THE LEGAL REPRESENTATIVE ACRONYM OF THE PINE PROJECT PARTNER<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>omers, product samples, inventions, concepts and any other technical and/or commercial information, disclosed directly or indirectly and in any form whatsoever (including, but not limited to, disclosure made in writing, oral or in the form of samples, models, computer programs, drawings or other instruments) furnished by the Disclosing Party to the Receiving Party under this Agreement. 4. Such Confidential Information shall also include but shall not be limited to: a) information disclosed by the Disclosing Party in writing marked as confidential at the time of disclosure; b) information disclosed by the Disclosing Party orally which is slated to be confidential at the time of disclosure; c) information disclosed in any other manner is designated in writing as Confidential Information at the time of disclosure; or d) notwithstanding sub-clauses a,b & c of this definition, any information whose nature makes it obvious that it is confidential. e) Such Confidential Information shall not include any information which:is, at the time of disclosure, publicly known; or f) becomes at a later date, publicly available otherwise than a wrongful act or negligence or breach of this Agreement of or by the Receiving Party; or g) the Receiving Party can demonstrate by its written records was in its possession, or known to the Receiving Party, before receipt under this Agreement, and which was not previously acquired under an obligation of confidentiality; or h) is legitimately obtained at any time by the Receiving Party from a third party without restrictions in respect of disclosure or use; or i) the Receiving Party can demonstrate to the satisfaction of the Disclosing Party, has been developed independently of its obligations under this Agreement and without access to the Confidential Information. j) ‘Purpose’ means the evaluations, discussions, negotiations and execution regarding a contractual relationship between the Parties in respect of the Project defined in paragraph (i) of the Background section. k) ‘Affiliate’ means any legal entity which, at the time of disclosure to it on any `Confidential Information, is directly or indirectly controlling, controlled by or under common control with any of the Parties. l) ‘Contemplated Agreement’ means any future legally binding Agreement between the Parties in respect of the Project envisaged under this Agreement. III. Non-Disclosure of Confidential Information: 1. In consideration of the disclosure of Confidential Infor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mation by the Disclosing Party to the Receiving Party solely for the Purpose, the Receiving Party undertakes whether by itself, its successors and heirs, not to disclose Confidential Information to any third party, unless in accordance with Clause 4. 2. In addition to the undertaking in Clause 2.1, the Receiving Party shall be liable for: 3. any loss, theft or other inadvertent disclosure of Confidential Information, and 4. any unauthorized disclosure of Confidential Information by persons (including, but not limited to, present and former employees) or entities to whom the Receiving Party under this Agreement has the right to disclose Confidential Information, except where, the Receiving Party has used the same degree of care in safeguarding such Confidential Information as it uses for its own Confidential Information of like importance and in no event less than a reasonable degree of care; and upon becoming aware of such inadvertent or unauthorized disclosure the Receiving Party has promptly notified the Disclosing Party thereof and taken all reasonable measures to mitigate the effects of such disclosure and to prevent further disclosure. 5. The Receiving Party understands and agrees that: 6. any information known only to a few people to whom it might be of commercial interest and not generally known to the public is not public knowledge; 7. a combination of two or more parts of the Confidential Information is not public knowledge merely because each part is separately available to the public. 8. The Receiving Party acknowledges the technical, commercial and strategic value of the Confidential Information to the Disclosing Party and understands that unauthorized disclosure of such Confidential Information will be injurious to the Disclosing Party. 9.Use of Confidential Information: The Receiving Party is entitled to use the Confidential Information but only for the Purpose. IV. Permitted Disclosure of Confidential Information: 1.The Receiving Party may disclose in confidence Confide<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rmation provided at, pursuant to, for the purposes of, or discovered or generated during (a) the Events and (b) the process set forth in the OMA Interoperability Policy and Process Document, including, but not limited to, the implementation conformance statements, test results, test reports, and the operator network configuration information, which: (i) is identified in written or oral format by the Disclosing Participant as confidential, trade secret or proprietary information at the time of disclosure, (provided that such information, if disclosed orally, must be summarized and designated as confidential in written format to the Receiving Participant within thirty (30) days of disclosure), (ii) is identified in this Agreement as Confidential Information, or (iii) a reasonable person in the same circumstances as the Receiving Participant should have known or has reason to know is confidential, trade secret or proprietary information of the Disclosing Participant. Techniques and concepts which are commonly known in the industry shall not be considered to be Confidential Information. F. “Application Form” shall mean the Open Mobile Alliance membership application form, including the schedule to the application form. G. “TestFest” shall mean an interoperability testing event open to all Open Mobile Alliance members and the public, organized by the Open Mobile Alliance s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>taff, to permit the testing of one or more enablers. H. “Bi-Lateral Test Session” shall mean an interoperability testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member’s location. 2. EXISTING OBLIGATIONS The Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants’ results and information shall apply regardless of whether such reside in the Application Form or this Agreement. 3. PURPOSE AND USE The purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant’s own technology or product (without restricting the Participant’s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant’s representatives who: (i) need to know the Confidential Information; (ii) understand that they are bound by this Agreement; and (iii) agree to fulfill the obligations of this Agreement. Notwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant’s patents, copyrights, trademarks, and/or mask work rights. The term “Residuals” means information contained in the Confidential Information disclosed at the Events such as general knowledge, ideas, concepts, know-how, professional skills, work experience and/or techniques (not information such as exact implementations, Test Results, or Individual Results) that is retained in the unaided memories of Receiving Participant’s Representatives who have had access to Disclosing Participant’s Confidential Information pursuant to the terms of this Agreement. A Representative’s memory is unaided if the Representative has not intentionally memorized, or referred to records of, such Confidential Information of Disclosing Participant, for the purpose of retaining and subsequently using or disclosing it. 4. DUTIES OF THE OPEN MOBILE ALLIANCE For purposes of this Agreement, the Open Mobile Alliance shall be viewed as a Participant, provided that the Open Mobile Alliance’s use of Confidential Information shall be limited to the performance of its duties as set forth in this Section 4 of the Agreement. The Open Mobile Alliance’s duties under this Agreement will be planning, organizing, and administering the Events. In addition, the Open Mobile Alliance will aggregate and disseminate information in the form of enabler test reports and problem reports pursuant to the terms of the OMA Interoperability Policy and Process Document. 5. DISCLOSURE The Receiving Participant shall hold in confidence the Confidential Information, not disclose the Confidential Information except to<|eot_id|> |