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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|>All Confidential Information disclosed by the Disclosing Party shall be used, consumed, utilised and acted in whatever ways by the Receiving Party solely and strictly for the Purpose, and each disclosure of Confidential Information may be recorded by the Personnel in Charge of each Party. The Receiving Party agrees that the Receiving Party is not permitted to sell, license, develop or otherwise exploit any parts, products, services, documents or information which embody in whole or in part any Confidential Information of the Disclosing Party without the written consent from the Disclosing Party, save and except as contemplated by this NDA. In relation to the Confidential Information of the Disclosing<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Party, the Receiving Party undertakes - (b) to use the Confidential Information solely for the Purpose only and for no other purpose; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT between and Anton Paar GmbH, Anton-Paar-Straße 20, 8054 Graz, Austria. BACKGROUND The parties intend to disclose to each other certain confidential information for<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the purpose of evaluating each party's potential interest in mutual business activities relating to OPERATIVE PROVISIONS 1 DEFINITIONS 1.1 “Recipient” means the party receiving Confidential Information. 1.2 “Discloser” means the party disclosing Confidential Information to the other party. 1.3 “Purpose” means a) any discussions and negotiations between or within the parties with respect to or in connection with the establishment of a business relationship between the parties; and subsequently, b) any activities in connection with the business relationship between the parties. 1.4 “Confidential Information” means any data or information that is proprietary to the Discloser relating to each party’s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. Confidential Information includes any information generated by (or for) Recipient that contains, reflects, or is derived from any of the foregoing. 1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or e) was disclosed to a third party with the Discloser's prior written consent; or CONFIDENTIALITY AGREEMENT f) was disclosed to a third party after the period of seven (7) years from the date of the disclosure. 2 NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.1 Recipient agrees to treat Confidential Information confidential and use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but in no event less than reasonable care). Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient may disclose the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any breach by these employees and directors. Recipient shall not<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ing at which such information is disclosed or, if such information is disclosed at any other time, to return such CONFIDENTIAL INFORMATION immediately after reviewing it. In addition, any PARTY to this AGREEMENT that is a governmental ENTITY agrees to refrain from making copies of, taking notes or sending e-mail regarding, or otherwise creating or retaining any written or electronic material containing such CONFIDENTIAL INFORMATION. 4. Remedies: Damages, Injunctions and Specific Performance. The PARTIES expressly understand and agree that the covenants and agreements to be rendered and performed by the PARTIES pursuant to this AGREMEENT are special, unique, and of an extraordinary character, and in the event of any default, or breach by any PARTY of this AGREEMENT, the affected PARTY shall have no adequate remedy at law and shall be entitled to seek such relief as may be available to it pursuant hereto, at law or in equity, including, without limiting the generality of the foregoing, any proceedings to: (i) obtain direct damages for any breach of this AGREEMENT; (ii) order the specific performance thereof; or (iii) enjoin the breach of such provisions. This AGREEMENT shall be governed by the laws of the State of New York without regard to its choice of law principles. With respect to the participation of any governmental ENTITY, employee or officer in this AGREEMENT, federal law shall apply. 5. Binding Effect and Assignability. The rights and obligations of each PARTY under this AGREEMENT shall inure to the benefit of and shall be binding upon any subsidiary, affiliate, successor or permitted assign of or to the business of such PARTY, to the extent provided below. Neither this AGREEMENT nor any rights or obligations of a PARTY under this AGREEMENT shall be transferable or assignable by that PARTY without the prior written consent of all other PARTIES, and any attempted transfer or assignment of this AGREEMENT by a PARTY not in accordance herewith shall be null and void. Notwithstanding the foregoing provisions of this Section, a PARTY may assign this AGREEMENT immediately, without the prior written consent of all other PARTIES, (a) to any ENTITY that controls, is controlled by, or is in common control with the assigning PARTY, (b) to any successor in interest to the assigning PARTY, or (c) if necessary to satisfy the rules, regulations and/or orders of any federal, state or local governmental agency or body. The confidentiality obligations and remedies set forth<|eot_id|> <|start_header_id|>assistant<|end_header_id|> in this AGREEMENT, including without limitation, those set for in Sections 3, 4, 5, 6 and 7 shall bind any successor to any PARTY. Notwithstanding the foregoing, each PARTY that receives or obtains CONFIDENTIAL INFORMATION pursuant to the terms of this AGREEMENT shall remain bound by all confidentiality obligations, and subject to all remedies, under this AGREEMENT after making an assignment or transfer, including, without limitation, the obligations set forth in Sections 3, 6, 7 and 8 and the remedies specified in Section 4. 6. Critical Infrastructure Analysis and Report. It is contemplated that the PARTIES will use CONFIDENTIAL INFORMATION delivered pursuant to this AGREEMENT for the purpose of preparing reports or otherwise advising NRSC, which may then report on the same subjects to the Federal Communications Commission, and others regarding homeland security and network reliability. The PARTIES further contemplate that any report or advice provided to NRSC or any other person or ENTITY will contain general analysis that does not disclose any CONFIDENTIAL INFORMATION. In any event, the PARTIES agree<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>arch and development, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures, architectures, processes, improvements, devices, know-how, discoveries, concepts, methods, information of Diablo and any other information, however documented, of Diablo that is a trade secret within the meaning of any applicable law; (b) any and all proprietary non-public information concerning the business and affairs of Diablo (which includes any historical financial statements, financial projections, and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers, personnel training, techniques and materials, manufacturing methods, designs and techniques, purchasing methods and techniques, however documented; and (c) any and all notes, analyses, compilations, studies, summaries and other material prepared by or for Diablo containing or based, in whole or part, upon any information included in the foregoing. Shareholder acknowledges and agrees that the protection of the Confidential Information is necessary to protect and preserve the value of Diablo’s business and proprietary properties being acquired by Heritage and HBC. Therefore, Shareholder hereby agrees not to, at any time, disclose to any unauthorized Persons or use for his or its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form or is retained in the memory of Shareholder, without Heritage’s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Shareholder’s fault or the fault of any other Person bound by a duty of confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder agrees to deliver to Heritage at the Effective Date, and at any other time Heritage may request, all documents, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain Confidential Information and any other Confidential Information that Shareholder may then possess or have under Shareholder’s control. (c) Breach. Shareholder, Heritage and HBC each recognize and acknowledge that the Confidential Information and other knowledge Shareholder has about Diablo and has and will obtain from Heritage, HBC or the Affiliated Companies is special and unique, and any violation of the covenants contained in this Agreement is likely to cause irreparable damage to Heritage, HBC or the Affiliated Companies. Therefore, the parties agree that, upon any breach of any covenant contained in this Section 3 by Shareholder, Heritage and HBC shall be entitled to an appropriate injunction for a violation of such covenant, threatened or actual, of such covenant, in addition to all other relief available under applicable law. If a court or arbitrator has determined that Shareholder has committed a breach by Sha<|eot_id|> <|start_header_id|>assistant<|end_header_id|>reholder of any covenant set forth in Section 3 of this Agreement, the Restricted Period will be extended by the period of the duration of such breach. (d) Acknowledgment. Shareholder acknowledges and agrees that the restrictions set forth in this Section 3 are reasonable in scope and essential to the preservation of Diablo’s business and proprietary properties and that enforcement of these restrictions will not cause Shareholder any hardship, and because of Shareholder’s background and experience, will not in any manner preclude Shareholder from becoming gainfully employed in such a manner and to such an extent as will provide a standard of living for Shareholder and the members of Shareholder’s family of at least the sort and fashion to which they have become accustomed. Each of Heritage, HBC and Shareholder acknowledges and agrees that the covenants and agreements contained in this Section 3 have been negotiated in good faith by each of them. Each of Heritage, HBC and Shareholder further acknowledges that (i) the goodwill associated with the existing vendors, customers, assets and employees of Diablo prior to the transactions contemplated herein is an integral component of the value of Diablo to Heritage and HBC and is reflected in the consideration to be received by Diablo shareholders, including the Shareholder pursuant to this Agreement, and (ii) the covenants and agreements contained in this Section 3 are necessary to preserve the value of Diablo’s business and proprietary properties for Heritage and HBC following the transaction. Each of Heritage, HBC and Shareholder acknowledges that the limitations of time, geography and scope of activity agreed to in Section 3 are reasonable because, among other things: (A) Heritage, HBC and Diablo are engaged in a highly competitive industry and have their operations in the Restricted Territory, (B) Shareholder had unique access to, and will continue to have access to, Confidential Information, including trade secrets, and know-how of Diablo and its business and proprietary properties, (C) Shareholder is receiving significant consideration in connection with the transactions contemplated by the Merger Agreement and this Agreement, and (D) this Agreement provides no more protection than is necessary to protect Heritage’s and HBC’s interest in the goodwill of Diablo and its business and proprietary properties, Confidential Information and Diablo, Heritage and HBC trade secrets. (e) No Disparagement. Shareholder will not, directly or indirectly, disparage Heritage and HBC, the business formerly conducted by Diablo, the business conducted by Heritage and HBC or any shareholder, director, officer, employee or agent of Heritage or HBC; (f) Future Employer. Shareholder will, during the Restrictive Period, within ten days after accepting any employment, consulting engagement, engagement as an independent contractor, partnership or other association that might reasonably involve the Business, advise Heritage of the identity of the new employer, client, partner or other Person with whom Shareholder has become associated. Following receipt of such notice, if Heritage in its reasonable judgment determines that Shareholder’s proposed association involves a Person engaged in the Business, Heritage may serve notice upon each such Person that such Shareholder is bound by this Agreement and furnish each such Person with a copy of this Agreement or relevant portions thereof. (g) Separate Agreement. The covenants of Shareholder contained in this Section 3 shall each be construed independently of any other prov<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Evaluation, except that such term will not include (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party, Further, the terms of this<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Agreement shall not be construed to limit either party's right to independently develop or acquire products, functionality or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this Agreement. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>chnology, source code, and software to which Participant may have access or which are disclosed to Participant as a result of his/her visit to Google may be subject to U.S. export control laws and regulations. Participant hereby certifies that he/she shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any hardware, software, source code, or technology (including products derived from or based on such technology or software) received from Google to any country (or national thereof) without obtaining prior authorization from Google and the appropriate government authorities. In addition, Participant certifies that he/she is not a citizen of Cuba, Iran, North Korea, Sudan, or Syria. This Agreement shall remain in effect until such time as all Confidential Information of Google disclosed hereunder becomes publicly known and made generally available through no action or inaction of Participant. Participant, upon Google’s written request, will promptly return all Confidential Information received from Google, together with all copies, or certify in writing that all such Confidential Information a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nd copies thereof have been destroyed. This Agreement between the parties supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof and constitutes the entire agreement with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. The exclusive venue for any dispute relating to this Agreement shall be in the state or federal courts within Santa Clara County, California. Signature: Print Name: Address: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> or waive compliance with the provisions of this agreement and the Recipient, its directors, officers, employees, agents an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d advisers shall fully co-operate with the Disclosing Party if the Disclosing Party elects to challenge the validity of such requirement and/or take such steps as the Disclosing Party may reasonably require to avoid or limit such disclosure. (c) information made available to the Recipient from other sources without obligation of confidentiality. (d) information that is already in the possession of or independently developed by the Recipient. 10. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness or reasonableness of the Information or Materials, and the Recipient agrees that neither the Disclosing Party nor any of its respective directors, officers<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 in writing. 3. Non-Disclosure of Confidential Information. ZipRealty and Company agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except the Permitted Purpose. Neither party will disclose any Confidential Information of the other party to third parties except those directors, officers, employees, consultants and agents (collectively, “Representatives”) who need to have the information in order to carry out the Permitted Purpose. Each party has had or will have each of its Representatives who has access to Confidential Information of the other party agree to maintain the confidentiality thereof in accordance with the terms of this Agreement. In any event, each party will be liable for any breach of this Agreement by any of its Representatives. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or nonpermitted use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorize<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d hereunder to have any such information, which measures will include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information that may come to its attention. 4. Disclosure Required by Law. In the event that the receiving party or any of its Representatives is requested or required by legal process to disclose any of the Confidential Information of the disclosing party, the receiving party will, if legally permissible, give prompt written notice to the disclosing party so that the disclosing party may seek, at its expense, a protective order or other appropriate relief. In the event that such protective order is not obtained, the receiving party or its Representatives will disclose only that portion of the Confidential Information that, in the advice of its counsel, it is legally required to disclose. 5. Return of Materials. Any materials or documents that have been furnished by or on behalf of the disclosing party to the receiving party or its Representatives will, promptly upon the disclosing party’s request, at the receiving party’s option, either (i) be returned to the disclosing party, and all copies of such documentation will be destroyed, or (ii) be destroyed (along with all copies of such documentation), such destruction to be certified in writing to the disclosing party. 6. Information Provided As Is. Each disclosing party acknowledges that it has attempted in good faith to provide accurate information to the receiving party. Notwithstanding that attempt, the disclosing party makes no representations or warranties, express or implied, to the receiving party regarding, and the receiving party may not rely on, the completeness or accuracy of any information provided to the receiving party. 7. No License Granted. Nothing in this Agreement is intended to grant any rights to either party or any of its Representatives under any patent, copyright, trade secret or other intellectual property right, nor does this Agreement grant either party or any of its Representatives any rights in or to the other party’s information, except the limited right to use such information solely for the Permitted Purpose. 8. No Trading on Inside Information. Company is aware, and will advise its Representatives who are provided any Confidential Information of ZipRealty, of the restrictions imposed by federal securities laws on the purchase or sale of ZipRealty’s securities by any person who has received material non-public information from ZipRealty or its Representatives and on the communication of such information to any other person when it is reasonably foreseeable that such other person may purchase or sell ZipRealty’s securities while in possession of such information. Company agrees to require its Representatives to comply with these restrictions. 9. Public Company Standstill. Unless previously approved by the Board of Directors of the disclosing party, each receiving party will not, and will instruct and use its best efforts to cause its Representatives not to, directly or indirectly: (a) inquire about, announce or make any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the disclosing party) concerning an Acquisition Transaction (as defined below); (b) knowingly encourage, solicit or discuss with, or provide any Confidential Information of the disclosing party to, any person or entity with respect to any inquiry or announcement regarding or the making of any offer or proposal concerning any Acquisition Transaction; (c) otherwise knowingly facilitate or participate in any effort or attempt to make or implement any Acquisition Transaction; (d) participate in any “solicitation” of “proxies” to vote <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>5. Except as otherwise specified and subject to the provisions of Paragraph 6 below with respect to any Proprietary Information provided hereunder, the receiving party shall use the highest degree of care and discretion to limit disclosure of such Proprietary Information including taking steps: a. to restrict disclosure of Proprietar<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y Information solely to its employees with a need to know and not disclose such Proprietary Information to any other parties; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>thin 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online 3.2.4 the parties will procure that their employees and agents to whom the confidential information is disclosed in terms of 3.2.2 are information of the confidential nature of the confidential information and prior to such disclosure, undertake to be bound by the terms of this agreement. Any breach of this confidentiality undertaking by any of the parties’ employees and agents shall be deemed to be a breach of this agreement by that party in terms of 9 below. 4. DISCLAIMER All rights to confidential information are reserved by the disclosing party and no rights or obligations, other than those expressly recited herein, are granted or to be implied from this agreement. Nothing in this agreement or its operation shall preclude, impair or restrict either party from continuing to engage in its business. It is recorded that the disclosing party may well have had business dealings with the receiving party’s customers and no right of exclusivity shall be afforded to the receiving party in this regard. For example, in larger corporate entities, it may well be that the receiving party and disclosing party are dealing with separate departments or individuals or may well have done so previously. The receiving party accepts this fact and whilst the disclosing party shall not intentionally interfere with the receiving party’s marketing strategy, this may at times be inevitable. 5. RETURN OF CONFIDENTIAL INFORMATION Either party may request in writing at any time that any confidential information or any documents containing such confidential information, disclosed pursuant to the terms of this agreement and any copies thereof be returned with a written statement to the effect that upon such return the receiving party has not knowingly retained in its possession or under its control, either directly or indirectly, any such confidential information or any documents containing such confidential information or any copies thereof and the receiving party shall comply with any such request within seven days of receipt of such request. 6. TITLE All confidential information of the disclosing party is acknowledged by the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party. 7. STANDARD OF CARE The parties agree to protect the confidential information of the other party using not less than the same standard of care that would be applied to its own proprietary, secret or confidential information and that the confidential information shall be stored and disclosed in such a way as to prevent unauthorised disclosure. 8. EXCLUDED INFORMATION The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a <|eot_id|> <|start_header_id|>assistant<|end_header_id|>third party without similar restrictions and without breach of this agreement. 9. BREACH Should either party (the “defaulting party”) breach any provision of this agreement and fail to remedy such breach within seven days after receiving written notice from the other party (the “aggrieved party”) requiring it to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled at common law or in equity including inter alia injunction and specific performance. Notwithstanding anything to the contrary contained in this agreement, neither party shall be entitled to cancel this agreement in any circumstances whatsoever. 10. ACKNOWLEDGEMENTS The parties acknowledge that t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>he Whereas clauses, and shall comply with Recipient’s obligations under this Agreement. The Recipient is responsible for its Representative’s breach of the terms of this Agreement. 4. Recipient and each of its Representatives shall use all Classified Information disclosed by VELCO solely in connection with the work referenced in the Whereas clauses and shall not use, directly or indirectly, any information for any other purpose without VELCO’s prior written consent. A Recipient will not use or allow a Representative to use Classified Information directly or indirectly for any illegal purpose, non-legitimate purpose, or any purpose other than the work referenced in the Whereas clause. 5. In the event that the Recipient is required to disc<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lose Classified Information by subpoena, law or other directive of a court, administrative agency, or arbitration panel, the Recipient will provide VELCO with immediate notice of such request in order to enable VELCO (and Recipient shall cooperate fully with VELCO) to seek an appropriate protective order or other remedy. Recipient shall also consult with VELCO to identify steps available to quash or narrow the scope of such request or legal process. VELCO may in its sole discretion waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or VELCO waives compliance, the Recipient shall furnish only that portion of the Classified Information which the Recipient/’s counsel advises is legally required to comply with a governmental order or directive and shall exercise best efforts to obtain assurance that confidential treatment will be accorded such Classified Information. 6. In the event that VELCO, in its sole discretion, so requests, the Recipient will promptly return to VELCO or destroy in accordance with VELCO’s instructions, all Classified Information, including all copies, reproductions, compilations, analyses or extracts thereof, whether electronic or paper media. 7. Change in Status. If there is a change in status of the Recipient to his/her employer, he/she must inform VELCO immediately in writing at the address given above (Attention: Information Protection Coordinator) and follow VELCO’s instructions with respect to disposition of the Classified Informat<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>German corporation ("SER") and EIS International, Inc., a Delaware corporation ("EIS"). WHEREAS, in order to enable the parties to evaluate the merits of a possible business transaction between them (the "Transaction"), each party may furnish to the other certain information. NOW, THEREFORE, to induce EIS and SER to disclose such information, the parties agree as follows: 1. Each party agrees that all information disclosed by a party (the "Disclosing Party"), including without limitation information acquired by the other party (the "Receiving Party") from Disclosing Party's employees or upon inspection of Disclosing Party's property, relating (without limitation) to Disclosing Party's products, designs, business opportunities, plans (business, marketing or otherwise), strategies, budgets, finance, customer lists, contracts, research and development, software programs, trade secrets, know-how, techniques, inventions, processes, distribution methods, schematics and personnel disclosed to Disclosing Party by third parties, shall be considered "Confidential Information". 2. Confidential Information shall not include information which recipient is able to prove by documentary evidence (a) is now or subsequently becomes generally known or available by publication, commercial or otherwise, through no fault of the Receiving Party, (b) was known by the recipient at the time of the disclosure or was independently developed by the Receiving Party without the use of any Confidential Information, or (c) must be disclosed pursuant to applicable legal disclosure requirements or legal process. Confidential Information shall also not include information that the parties agree in writing may be disclosed by Receiving Party. 3. The Receiving Party expressly agrees not to use the Confidential Information for purposes other than those necessary to consider whether to enter into a Transaction and shall strictly limit its disclosure to such of its employees, directors and advisors having a need to know such information, which parties shall be advised that such information is Confidential Information and subject to the terms of this Agreement. Except as set forth herein, the Receiving Party shall hold all information received in confidence and not sell, assign, transfer, release or otherwise disclose the Confidential Information, or material derived therefrom, to any third party, or to its other employees, officers, directors, shareholders, agents or consultants. Notwithstanding the termination of this Agreement for any reason, the Receiving Party shall not use the Confidential Information for purposes of competing with the Disclosing Party. 4. Except as must be disclosed pursuant to applicable legal disclosure requirements or legal process, neither party nor any of its respective representatives may, without the prior written consent of the other party, disclose to any person (other than to its employees, directors and advisors having a need to know such information) that the parties<|eot_id|> <|start_header_id|>assistant<|end_header_id|> have exchanged confidential information, are engaged in negotiations for a Transaction, or the proposed terms of a Transaction (collectively, the "Negotiations") until such information has been disclosed by an appropriate legal filing and/or press release mutually agreed upon by SER and EIS. Each party shall undertake all necessary and reasonable steps to ensure that the Negotiations remain secret and confidential. 5. In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Disclosing Party's Confidential Information pursuant to this Agreement becomes legally compelled to disclose all or any portion of the Disclosing Party's Confidential Information or to disclose the existence of Negotiations, the Receiving Party will provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party or the recipient of such Disclosing Party's Confidential Information will furnish only that portion of the Disclosing Party's Confidential Information or aspect of the Negotiations which is legally required to be disclosed and the Receiving Party, upon the written request of the Disclosing Party, will exercise its reasonable efforts to obtain reliable assurances that confidential treatment will be afforded such portion of the Disclosing Party's Confidential Information. 6. The Receiving Party shall immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information or the Negotiations, and shall provide a detailed description of the circumstances of the disclosure and the parties involved, and shall cooperate in any reasonable efforts to limit or respond to such disclosure. 7. The Receiving Party agrees that all Confidential Information provided by the Disclosing Party shall remain the property of the Disclosing Party and no license or other rights in the Confidential Information is granted hereby. The Receiving Party will not disclose the existence, content and/or substance of any of the Confidential Information to any third party; nor develop, manufacture, produce and/or distribute any software product(s) derived from or which otherwise use any of the Confidential Information. The Disclosing Party agrees to return (and have any third party to who it supplied the Confidential Information return) to the Receiving Party, immediately upon notification by the Disclosing Party in writing, all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies or reproductions thereof, in any form or medium whatsoever, and not to retain any copies thereof. 8. The Receiving Party will, to the maximum extent permitted by applicable law, refrain from disassembling or decompiling software, or otherwise attempting to reverse engineer the design and function of any of the Confidential Information. The Receiving Party will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information. 9. The parties agree that any product, plan, strategy or other thing or concept jointly developed as a result of, or during, the Negotiations, shall be the joint property of both parties hereto. Neither party shall use, license or otherwise exploit such jointly developed item(s) without the express prior written consent of the other party hereto, which consent shall not be unreasonably withheld or delayed. Notwithstanding the above, any product, plan, 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|>nd information relating to the technology, customers, business plan, copyrights, trademarks, patents, promotional and marketing activities, finances and other business affairs) that is or may be disclosed or imparted by one Party to the other. Confidential Information also includes any other document provided by a Party that is clearly marked or otherwise identified as “Confidential”. Confidential Information also includes both the existence and content of discussions between the Parties with respect to a potential business transaction or relationship. Confidential Information may be in any written format, including an email transmission via electronic media and oral information. 2. Use of Confidential Information. Each Party agrees to use the Confidential Information exclusively for the purpose of the Proposed Transaction. Except as expressly provided in this Agreement, the Party receiving Confidential Information (“Receiving Party”) shall not use the Confidential Information in any manner or disclose the Confidential Information to any third party without prior written consent of the Party making the disclosure (“Disclosing Party”). 3. Protection of Confidential Information. The Receiving Party agrees that it will use diligent efforts to protect the secrecy and confidentiality of and avoid disclosure of the Confidential Information of the Disclosing Party, including implementing equivalent security measures and degree of care that the Receiving Party uses to protect its own proprietary or confidential information. 4. Exceptions. Confidential Information shall not include any information that: (i) is publicly available to the Receiving Party without breach of this Agreement; (ii) is known by and in the possession of the Receiving Party as at the date of execution of this Agreement; (iii) is rightfully received by the Receiving Party from a third party who did not acquire or disclose such information by a wrongful or tortuous act, or in breach of a confidentiality restriction; (iv) is independent developed by the Receiving Party without use of any Confidential Information; or (v) is required to be disclosed by applicable law, regulation, stock exchange rule or judicial process. 5. Receiving Party Personnel. The Receiving Party shall expressly restrict the possession, knowledge, development and use of Confidential Information to its partners, employees, consultants, professional advisors, agents, subcontractors and entities controlled by the Receiving Party or hired or engaged by the Receiving Party who have: (i) been determined to have a need to know, (ii) been advised of the proprietary nature of the Confidential Information being disclosed, (iii) been advised of their obligations as set forth in this Agreement to keep such Confidential Information confidential, and (iv) been placed under an obligation to the Receiving Par<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ty to preserve Confidential Information in confidence. 6. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party. The Receiving Party will have no rights, by license or otherwise, to use or disseminate the Confidential Information except as expressly provided in this Agreement. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise conveyed by this Agreement. 7. Return of Confidential Information. Within ten (10) days of receiving notice from the Disclosing Party, the Receiving Party shall promptly return or destroy (and verify in writing its destruction) all material embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential Information). 8. Non Solicit. Each Party agrees that for a period of two (2) years from the date hereof, neither Party will, without the prior written consent of other, directly or indirectly solicit for employment or hire any employee, consultant, officer or director of the other Party with whom the Party has had contact or who became known to the Party in connection with the Proposed Transaction. Notwithstanding the foregoing, a Party shall not be precluded from hiring any such employee, consultant, officer or director who (i) responds to any public advertisement placed by the Party or (ii) has been terminated by the other Party prior to commencement of employment discussions between the Party and such employee, consultant, officer or director. 9. No Obligation to Close. Unless and until the Parties execute a definitive agreement regarding a Proposed Transaction, neither Party is under any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement, except for the matters specifically agreed to herein. Further, each Party hereby waives all claims (including breach of contract) in connection with any Proposed Transaction with the other party unless and until both Parties have executed a final definitive agreement. Each Party shall have the right, in its sole discretion, to reject or accept any potential proposal, or offer, and to terminate any discussions and negotiations, at any time and for any or no reason. 10. Judicial or Government Investigations. In the event that either Party is 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 Confidential Information of the other Party, such Party 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. In the event that such protective order or other remedy is not obtained, each Party agrees to (i) furnish only that portion of the Confidential Information for which the other Party has waived compliance or for which the Disclosing Party is advised by written opinion of counsel, reasonably satisfactory to the other Party, is required by law, rule, regulation or court order and (ii) exercise its reasonable efforts to obtain assurance that the Confidential Information will be accorded such confidential treatment. 11. No Warranties. Each Party acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information of the other Party and that it will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to a Proposed Transaction between the Parties, subject to such limitations and restrictions as may be contained therein. Each Party further acknowledges and agrees that it has no<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tion, disclosure of such Confidential Information may be made without liability. 5. Term. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely. 6. Remedies. Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses. 7. Return of Confidential Information. Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction). 8. Notice of Breach. Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. 9. No Bi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nding Agreement for Transaction. The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control. 10. Warranty. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 11. Miscellaneous. (a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is soug<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of the 1st day of April, 2003, by and between BELCAN CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New Jersey corporation ("ARC"). All initially capitalized terms not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (later defined). WHEREAS, the parties hereto are parties to a certain Stock Purchase Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant to which ARC agreed to sell to Belcan the Purchased Shares in the Company; WHEREAS, ARC will receive valuable consideration from Belcan for the sale of the Purchased Shares in the Company and will also receive the Note as additional consideration for its covenants contained herein; WHEREAS, ARC has had access to all material and otherwise confidential information relating to the Company; WHEREAS, the Company is engaged in the business of providing on-line training to professionals in the medical arena (the "Business"); WHEREAS, Belcan would not be willing to enter into the Purchase Agreement without the agreement of ARC to execute this Non-Competition and Non-Disclosure Agreement, and Belcan has expressly conditioned its obligations under the Purchase Agreement on the entering into of this Non-Competition and Non-Disclosure Agreement. NOW, THEREFORE, in pursuance of the above and in consideration of the terms and conditions contained herein and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Non-Disclosure of the Company's Confidential Information and Trade Secrets. ARC has learned trade secrets and confidential information of the Company, including, but not limited to, the software of the Company, marketing, price information, customer lists, identities of customer contact persons, lists of prospective customers, market research, sales systems, marketing programs, budgets, pricing strategy, identity and requirements of national accounts, methods of operating, other trade secrets and confidential information regarding customers and employees of the Company or its customers and other information about the Company's Business that is not readily known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know such information (collectively, the "Confidential Information"). ARC acknowledges that the Company has invested substantial sums in the development of its Confidential Information. ARC covenants and agrees that they will not, directly or indirectly, disclose or communicate to any person or entity any Confidential Information of the Com<|eot_id|> <|start_header_id|>assistant<|end_header_id|>pany; except (i) in connection with the enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise required by law. This covenant has no geographical or territorial restriction or limitation and applies no matter where ARC may be located in the future. 2. Non-Solicitation Covenant. For a period of five (5) years from the date hereof, ARC, acting either directly or indirectly, through any other person, firm, or corporation, covenants and agrees not to (i) induce or attempt to induce or influence any employee of the Company to terminate employment with the Company when the Company desires to retain that person's services; (ii) in any way interfere with the relationship between the Company and any employee of the Company; or (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company. 3. Non-Competition. For a period of five (5) years from the date hereof, ARC shall not, acting directly or indirectly, (i) have any ownership interest in any competing business, (ii) call on, solicit or have business communications with respect to a competing business with any of the Company's customers or prospective customers for the purpose of obtaining competing business from such customer or prospective customer other than for the benefit of the Company, or (iii) participate in the formation or start-up of a competing business. As used in this Agreement, the term "competing business" means any business competing with the Company for the Company's Business anywhere in the United States. As used in this Agreement, the term "customer" means any customer of the Company whose identity ARC learned through ARC's ownership of the Company or with whom ARC had business contact during the twelve (12) months immediately prior to the date hereof. 4. Return of Confidential Information. Upon the Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement, ARC agrees that all copies and originals of all documents and other materials containing or referring to the Company's Confidential Information as may be in ARC's possession, or over which ARC may have control, shall be delivered by ARC to Belcan immediately, with no request being required. 5. Injunctive Relief. ARC acknowledges and agrees that a breach of any of the covenants set forth in this Agreement will cause irreparable injury and damage to Belcan for which Belcan would have no adequate remedy at law, and ARC further agrees that in the event of said breach, Belcan, without having to prove damages, shall be entitled to an immediate restraining order and injunction to prevent such violation or continued violation, and to all costs and expenses, including Belcan's reasonable attorney fees, in addition to any other remedies to which Belcan may be entitled at law or equity. 6. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any respect, Belcan and ARC agree that such term or provision shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law. 7. Assignment. This Agreement shall be binding upon and inure to the benefit of Belcan, its successors and assigns. 8. Governing Law, Forum Selection, and Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio. The remainder of this page intentionally left blank. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. WITNESSES: BELCAN CORPORATION BY: /s/Richard J. Lajoie, Jr. Richard J. Lajo<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>VERGE. All such financial information and term sheets supplied by COMVERGE or its representatives are hereinafter called the “Confidential Information”. The term “Confidential Information” as used herein also includes the Transaction itself and any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by COMVERGE or its representatives for each other which contain or otherwise reflect confidential or proprietary information provided or developed by COMVERGE in connection with the Transaction, or any other information which H.I.G. knows or reasonably ought to know is confidential or proprietary information of COMVERGE. Any Confidential Information supplied in connection with the Transaction by COMVERGE prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available hereunder after the execution of this Agreement. For the purposes of this Agreement, “Representatives” of H.I.G. shall include its employees, officers, directors, financial advisors, staff agents, financing sources, representatives, consultants, advisors or members of any Investment Review or similar committees, but only to the extent such parties receive Confidential Information and excluding, in each case, any portfolio companies. 2. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which the receiving Party can demonstrate: (a) is already known to the receiving Party on a nonproprietary basis at the time it is disclosed to the receiving Party; (b) is or becomes generally known to the public through no wrongful act of the receiving Party or its representatives in violation of this Agreement; (c) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to H.I.G.’s knowledge, a breach of an obligation of confidentiality running directly to the providing Party, if any; (d) has been approved for public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information. 3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any pe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rson other than its Representatives who need to know such Confidential Information in connection with H.I.G.’ S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder. The Confidential Information shall be used by H.I.G. solely for the purpose of evaluating the Transaction, and shall not be otherwise used without COMVERGE’s prior written consent. H.I.G. agrees that it may disclose the Confidential Information only to those of its Representatives who need to know the Confidential Information for the purpose of assisting the Parties in connection with the Transaction. Prior to disseminating any of the Confidential Information to any agent and/or representative permitted herein, H.I.G. shall advise its Representative of the confidential nature of the Confidential Information, and shall require such Representative to agree to maintain the confidentiality of the Confidential Information and to be bound by terms of confidentiality at least as restrictive as the terms of this Agreement. Additionally, except as required by law, neither Party shall, and each Party shall direct its representatives to not, disclose to any person (i) the fact that Confidential Information has been made available to H.I.G. and its Representatives, (ii) the fact that the Parties are in discussions regarding the Transaction, or (iii) the terms and conditions of such discussions, including the status thereof. 4. No Export. H.I.G. will not export, directly or indirectly, any Confidential information acquired from COMVERGE pursuant to this Agreement, or any product utilizing such Confidential information, to any country, or any company located in any country, for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining written consent from COMVERGE and the appropriate license. 5. Standard of Protection. For the purpose of complying with the obligations set forth herein, H.I.G. shall use a reasonable standard of care, no less than efforts commensurate with those that it employs for the protection of its own confidential and sensitive information. 6. Compliance with Legal Process. In the event that H.I.G. or its Representatives is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or by applicable statutes, regulations or laws, including but not limited to the rules of any securities trading exchange or securities quotation system, or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, to disclose any Confidential Information, H.I.G. shall, to the extent practicable and permitted by law, promptly notify COMVERGE of such request or requirement prior to disclosure so that COMVERGE may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. For the avoidance of doubt, any disclosure made pursuant to this paragraph shall not be in breach of this Agreement. 7. Ownership; Return of Information. Except as may otherwise set forth in a written agreement between the parties relating<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ll include clause (E) thereof from and after such date. As used in the preceding sentence and in Section 2(f) below, an "affiliate" of any person means any other person controlling, controlled by, or under common control with, such first person. (f) If, by July 1, 1998 (if the merger of Acquiror into Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement (as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not occurred by that date) or one (1) year after the closing of the Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998), Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the term of the Restricted Period automatically shall be reduced from five (5) to three (3) years. (g) Except as otherwise expressly permitted hereby, the covenants in this Section 2 are intended to restrict Samples from competing in any manner with the Acquiror Companies, the Target Company and the Related Entities or the Business in the activities that have heretofore been carried on by the Acquiror Companies, the Target Company and the Related Entities. The obligations set forth in this Section above shall apply to actions by Samples, whether taken directly or indirectly, through any form of ownership, and whether as principal, officer, director, agent, employee, employer, consultant, stockholder or holder of any equity security (beneficially or as trustee of any trust), lender, partner, joint venturer or in any other individual or representative capacity whatsoever. However, none of the foregoing shall prevent Samples from (i) being the holder of up to 5% in the aggregate of any class of securities of any corporation engaged in the activities described above, provided that such securities are listed on a national securities exchange or reported on NASDAQ or (ii) being the holder of non-convertible debt securities of any entity. 3. Enforcement of Covenants. Samples acknowledges that a violation or attempted violation of any of the covenants and agreements in Section 2 above will cause such damage to the Acquiror Companies, the Target Company and the Related Entities as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, Samples agrees that each of the Acquiror Companies and the Target Company and any Related Entity shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of such covenants and agreements by Samples, or the employees, partners or agents of Samples, as well as recover from Samples any and all costs and <|eot_id|> <|start_header_id|>assistant<|end_header_id|>expenses sustained or incurred by the Acquiror Companies and the Target Company and the Related Entities in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. Samples agrees that no bond or other security shall be required in connection with such injunction. Samples further agrees that the Restricted Period shall be tolled during any period of violation thereof by Samples. Any exercise by any one or more of the Acquiror Companies and the Target Company and the Related Entities of their respective rights pursuant to this Section 3 shall be cumulative and in addition to any other remedies to each of them may be entitled. 4. Intellectual Property. Samples recognizes and agrees that, on and after the date hereof, he will not have the right to use for his own account any of the service marks, trademarks, trade names, licenses, labels, trade secrets or customers' lists owned by or licensed to the Acquiror Companies, the Target Company or any of the Related Entities. 5. Consideration. As consideration for Samples' agreements provided herein, the Acquiror agrees to pay to Samples the total sum of $500,000, which amount shall be payable by wire transfer of immediately available funds on the date hereof. Samples also acknowledges and agrees that, in addition thereto, he has received substantial consideration and benefit, direct and indirect, pursuant to the Merger and the other transactions contemplated by the Merger Agreement. 6. Validity. Samples acknowledges and agrees that each of the covenants contained herein is a reasonable limitation as to time, geographical area and scope of activity to be restrained and does not impose a greater restraint than is necessary to protect the goodwill or other interests of the Acquiror Companies and the Target Company and the Related Entities. To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as to time, geographical area or scope of activity to be restrained, then the court so holding shall at the request of any of the Acquiror Companies or the Target Comp<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 10. Public Disclosure. Each of the Company and Investor acknowledge and agree that it will not, and it will cause its respective employees, representatives, affiliates and agents not to, publicly disclose, confirm or acknowledge the existence, or terms and conditions, of this Agreement, or the fact that the Company may be considering a possible Transaction with Investor, other than in a press release approved by each party hereto or as otherwise specifically agreed in writing by the parties hereto, except to the extent the Company believes in good faith, after consultation with counsel, it is required by any law, rule or listing requirement to make such disclosure, provided that the Company shall not identify the Investor or any of its affiliates by name without the Investor’s consent. 11. No License. Investor acknowledges and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to Investor or any of its Representatives to any Evaluation Material, or to any copyrights, trademarks, service marks, patent rights, trade secrets, or other proprietary rights of the Company. 12. Third-Party Contacts. Neither Investor nor any of its Representatives shall knowingly contact any employee (other than the officers of the Company and other employees designated by such officers in the manner contemplated by this Agreement), supplier or customer of the Company regarding the Transaction or the Company’s prospects, without the Company’s prior written consent. 13. No Commitment. Each of the Company and Investor understands and agrees that no contract or agreement or binding obligation providing for or with respect to any Transaction shall be created or deemed to exist unless and until a definitive agreement has been executed and delivered with respect thereto, and that, unless and until a definitive agreement between the parties has been executed and delivered, no party has any legal obligation of any kind whatsoever to enter into or pursue a Transaction by virtue of this Agreement or any other written or oral expression, whether before or after the execution of this Agreement. 14. Equitable Remedies. Investor hereby agrees that a failure to comply with any provision of this Agreement would cause the Company irreparable harm and that monetary damages would be an inadequate remedy for an actual or threatened breach of thi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s Agreement by Investor or any of its Representatives because of the difficulty of ascertaining the amount of damage that will be suffered by the Company in the event that this Agreement is breached. Accordingly, the Company will be entitled to specific performance of this Agr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> it considers in good faith to be contrary to any of its legal or regulatory obligations; and e) request assurances as to confidentiality from anybody to which the Confidential Information is to be disclosed. 5.2.5. Either Party must promptly inform the other Party after becoming aware of any breach of this Agreement whether committed by Recipient itself or its Representatives. 5.3. Ownership – no rights intended 5.3.1. All Confidential Information shall remain the property of Discloser or its relevant Representative, as applicable. 5.3.2. The disclosure of Confidential Inf<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ormation to Recipient or its Representatives shall not give Recipient or its Representatives any licence or other rights in relation to that Confidential Information beyond the rights contained in this Agreement. 5.3.3. Recipient shall not be entitled to file for patents or other statutory protection in any country based on any Confidential Information received hereunder. The disclosure of Confidential Information does not constitute any rights of prior use for Recipient 5.4. As is 5.4.1. With respect to the Confidential Information disclosed, Discloser provides the information "as is" and makes no repres<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>rom purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement <|eot_id|> <|start_header_id|>assistant<|end_header_id|>has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>eking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall immediately notify the TJPA thereof in order to permit the TJPA to investigate the circumstances, prepare any appropriate documentation, seek to quash the subpoena, to seek a protective order, or to take such other action regarding the request as it deems appropriate; and the undersigned will fully cooperate in the TJPA’s efforts in this regard. The Designated Individual, the Contractor, and its respective counsel will use their best efforts to obtain confidential treatment thereof by cooperating with the TJPA to obtain a protective order. In the absence of a protective order, disclosure shall be made of only that part of the Confidential Information, SSI, or PCII as is required to be disclosed, after advisement and consultation with the TJPA. If Confidential Information, SSI, or PCII is inappropriately disclosed, the undersigned will immediately report that fact and the circumstances to the TJPA. 6. Retention Limitations; Return Of Information. Upon the earlier occurrence of: (1) the TJPA’s written request; (2) ten (10) business days after Final Completion of the Project (or for non-successful Bidders, within ten (10) business days after the award of the Trade Work subcontract); (3) upon the conclusion of the Designated Individual’s duties, association, or support to the Contractor in connection with the Project; or (4) upon the determination that the Designated Individual’s official duties do not require further access to Confidential Information, SSI, or PCII, any and all documents containing Confidential Information, SSI, or PCII in the possession of the Designated Individual shall be promptly destroyed, or, if requested by the TJPA, returned to the TJPA. Upon returning or destroying the aforementioned documents, the Designated Individual shall sign the Affidavit of Return or Destruction in the form set forth in Section 01 35 70/AT2. The Designated Individual understands and acknowledges that for documents returned to the TJPA, it is within the TJPA’s sole discretion to determine whether to destroy or maintain any returned documents. Notwithstanding the foregoing, if required by law, the Designated Individual may retain documents containing Confidential Information, SSI, or PCII only if: (1) the TJPA is notified in writing of such retention; and (2) the Designated Individual continues to abide by the requirements of this Agreement with respect to protection of Confidential Information, SSI, or PCII. 7. Violations And Remedies. Unauthorized Disclosure: If a Contractor or any Designated Individual knows or has a reasonable belief that documents subject to the Specification have been or may be disclosed to an unauthorized person(s), the Contractor and/or Designated Individual shall immediately notify the TJPA. The TJPA shall make the final determination as to whether a violation of the Specification occurred and the course of action to address the violation. Remedies: Any Contractor or Designated Individual that violates the S<|eot_id|> <|start_header_id|>assistant<|end_header_id|>pecification with respect to Confidential Information, SSI and/or PCII shall, at the TJPA’s election, be subject to any of the following: (1) written reprimand of the Contractor and/or Designated Individual; (2) termination of the Contractor or Designated Individual’s access to Confidential Information, SSI, or PCII; (3) directive to the Contractor to immediately suspended the Designated Individual from performing any further work relating to the Project; (4) if a contract has been awarded, treatment of the unauthorized disclosure of Confidential Information, SSI, or PCII as a material breach of the contract, warranting the termination of the contract for cause; (5) commencement of legal proceedings for any other legal rights and remedies, including injunctive relief and monetary damages arising from the breach of contract; (6) reporting of any violation related to SSI or PCII to the Department of Homeland Security, the Transportation Security Administration, or the Department of Transportation (these agencies may also independently assess penalties and/or take corrective action as provided under Federal law, including 49 C.F.R. §§ 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/or PCII disclosed to unauthorized persons at Contractor’s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by 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|>f the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of su<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ch court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement is entered into on this day of , 20 by and between, (“Recipient”), and Ameren Illinois Company (“Ameren Illinois”). (Ameren Illinois and shall be collectively referred to herein as the “Parties”). WHEREAS, Ameren Illinois is in possession of certain proprietary and confidential data and information relating to municipal customer service and account data; WHEREAS, Ameren Illinois has agreed to the disclosure of such data and information to Recipient; and WHEREAS, Ameren Illinois <|eot_id|> <|start_header_id|>assistant<|end_header_id|>desires to have all such information handled by Recipient on a confidential basis. NOW THEREFORE, in consideration 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|>d) facilitating communications between the appropriate individuals within Evolent and ABCO, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 13. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship. 3. FEES; PAYMENT TERMS; SHORTFALL. 3.1 Fees; Timing of Payments: Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work, as follows: (a) unless the Parties otherwise agree in writing, a deposit of 50% of the total fees for the particular project shall be paid upon signing of the Statement of Work; (b) ABCO will submit an invoice to Evolent for the balance upon completion of the work; and (c) Evolent shall pay ABCO for such invoiced amount within thirty (30) days after receipt of such invoice. 3.2 Minimum Purchase and Shortfall: Evolent agrees to pay ABCO the Minimum Purchase. If the aggregate amount of Services actually procured by Evolent from ABCO is not equal to or greater than (a) Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to the second anniversary of the Original Effective Date or (b) inclusive of the purchase described in clause (a), the Minimum Purchase of services for delivery on or prior to the third anniversary of the Original Effective Date, Evolent shall pay ABCO the amount of the shortfall (i.e., the difference between Seven Hundred Thousand Dollars ($700,000) or the Minimum Purchase amount, as applicable, less the sum of: (a) the aggregate fees for the actual amount of Services procured; and (b) any Credits (as provided in the next sentence) (the “Shortfall”), if any, on or before August 31, 2013 or August 31, 2014, as applicable. In the event that ABCO refuses or fails, without reasonable cause, to provide any of the Services requested by Evolent (provided the scope of the Services requested is within the scope customarily provided by ABCO), the fees that would otherwise have been applicable had ABCO agreed to provide such Services would count as a “Credit”. As of the date hereof, no such Credits have accrued. 4. TERM AND RENEWAL. The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof, shall continue until August 31, 2016 (“Initial Term”). Thereafter, this Agreement shall automatically be renewed for another five-year term (“Renewal Term”) unless either Party elects to terminate this Agreement by providing the other Party with written notice of termination one hundred eighty (180) days prior to the expiration of the current term. (“Initial Term” and “Renewal Term” collectively, the “Term”). 5. REFERRAL FEES, SOLICITATION AND COMPETITION AND POST-CLOSING SERVICES. 5.1 Referral Fees: 5.1.1 During the Term, ABCO will pay Evolent a sales referral fee for any sale made by ABCO that resulted from a “net” new sale from a new customer that was not already in ABCO’s sales pipeline (i.e., a “warm lead”) or a then-current customer of ABCO generated directly by Evolent’s efforts and without any assistance from any ABCO employee or representative (including any Evolent employee that serves on the Board of Directors of ABCO), equal to 5% of the total ABCO revenue from the new customer during the initial twelve (12) months of services under the services agreement with such new customer. 5.1.2 During the Term, Evolent will pay ABCO a sales referral fee for an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y sale made by Evolent that resulted from a “net” new sale 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. (<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> may prove in the appropriate litigation identified in Paragraph 9 above. 11.0 Binding Arbitration Provision: This paragraph is inserted for the purposes of electing binding arbitration which will prevail over the provisions in Paragraphs 9 and 10 with respect to resolution of any dispute. WWWIn order to have this Paragraph 11 in effect, upon execution of this Agreement by both parties in the signature block on Page 5, both parties must sign at the bottom of said Paragraph 11 for this Paragraph 11 to be binding. If both parties do not sign this Paragraph 11 then the provisions of Paragraphs 9 and 10 shall control. If both parties sign below in Paragraph 11 then the provisions of this paragraph with respect to conducting any dispute shall control over the litigation provisions provided in Paragraphs 9 and 10. However, the laws of California shall apply and the arbitration shall take place in Los Angeles, California as set forth below. Upon signing at the bottom of Paragraph 11 in addition to signing on Page 5, the parties agree to submit to binding arbitration in the state of California which shall be a binding arbitration proceeded to be conducted under the Commercial Arbitration Rules of the American Arbitration Association of Los Angeles, California. The subject to binding arbitration will include, without limitation, disputes regarding any breach of contract by either party or any other remedies available to a non-breaching party for failure to perform a condition of this Agreement. The parties agree that such binding arbitration shall be a final decision of the American Arbitration Association. The parties agree that arbitration will be the sole means of resolving such disputes and both parties waive any rights to resolve disputes by a court proceeding or other means and any judgment received in such binding arbitration shall be enforced in the appropriate State or Federal court. In the event of a breach of this Agreement, it is specifically agreed that the non-breaching party may bring a cause of action for a preliminary and permanent injunction in the appropriate state or federal court and thereafter submit the balance of the dispute to binding arbitration if elected under this section. Each party shall pay for one-half the cost of the arbitration. The prevailing party shall be reimbursed for said costs from the non- prevailing party. We specifically elect the arbitration provision in this Agreement: Party 1 : Spa de Soleil Party 2: Business 12. All notices hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, one day after delivery to a nationally recognized overnight delivery service, charges prepaid, or three days after being sent by registered or certified mail, postage prepaid, to the parties at their respective addresses set forth above and<|eot_id|> <|start_header_id|>assistant<|end_header_id|>: If to Spa de Soleil, to: Spa de Soleil, Inc. 10443 Arminta Street Sun Valley, California 91532 Attention: Rena Revivo If to, to: Attn: 13. This Agreement contains the entire understanding between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties. 14. The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as choice or conflict of laws, of the State of California. The Parties agree that the proper venue to bring any action to enforce any provision of this Agreement shall in any court of competent jurisdiction in Los Angeles, California. 15. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. 16. This Agreement may be executed in two or more counterpart, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. WHEREFORE, the Parties acknowledge t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>curred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. 11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization. 12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law. 13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. 14. “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construct<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Heike 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<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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 Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Compl<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 10.1 NONCOMPETITION AND NON-DISCLOSURE AGREEMENT THIS NONCOMPETITION AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of November, 2007, by and between SPRINGS GLOBAL US, INC., a Delaware corporation (“Seller”), and CROWN CRAFTS INFANT PRODUCTS, INC., a Delaware corporation (“Purchaser”). WHEREAS, Seller is engaged in the business of designing, marketing, importing, selling and distributing various types of bedding, blanket and bath products and related accessories for the Infant and Toddler Retail Market (as defined herein) through Seller’s unincorporated baby product line (the “Business”); WHEREAS, Seller and Purchaser have entered into that certain Asset Purchase Agreement of even date herewith, to which a form of this Agreement is attached as Exhibit D, relating to the sale to Purchaser of certain of Seller’s assets, rights and properties relating to the Business (the “Purchase Agreement”); WHEREAS, in order to prote<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ct the goodwill of the Purchased Assets (as defined in the Purchase Agreement) and the Business and the other value to be acquired by Purchaser pursuant to the Purchase Agreement for which Purchaser is paying substantial consideration, Purchaser and Seller have agreed that Purchaser’s obligation to consummate the transactions contemplated by the Purchase Agreement is subject to the condition, among others, that Seller shall have entered into this Agreement; WHEREAS, Purchaser has separately bargained and paid additional consideration for the covenants contained herein; WHEREAS, Seller acknowledges that the provisions of this Agreement are reasonable and necessary to protect the legitimate interest of Purchaser and the business and goodwill acquired by it pursuant to the Purchase Agreement; and WHEREAS, in order to induce Purchaser to consummate the transactions contemplated by the Purchase Agreement, Seller is willing to enter into this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows: 1. Definitions. As used in this Agreement, terms defined in the preamble and recitals of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below: (a) “Competitive Business” shall mean any Person engaged in the business of designing, marketing or importing Competitive Products for sale or distribution to the Infant and Toddler Retail Market. (b) “Competitive Products” shall mean the type of products designed, marketed, imported, and sold or distributed by Seller to the Infant and Toddler Retail Market in connection with the operation of the Business prior to the date hereof (which shall not include any Seller Exclusive Products (as hereinafter defined)) without regard to (i) the prices at which such products may be sold, (ii) any tradenames, trademarks, brands, labels, logos or other identifying characteristics used in selling such products, or (iii) the types of businesses within the Infant and Toddler Retail Market that may purchase such products. (c) “Confidential Information” shall mean all customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information of Seller used solely in the Business and not generally known by the public, whether or not in written or tangible form. Notwithstanding the foregoing, the definition of Confidential Information shall not include any of the foregoing items insofar as they relate to Seller Exclusive Products. (d) “Infant and Toddler Retail Market” 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|>or for any reason. Upon termination of this Agreement or the request of the Disclosing Party, all notes, extracts, summaries, copies or tangible embodiments of Limited Access Confidential Information shall be permanently deleted and not retained by the Receiving Party, without exception, other than attorney work product and analyses based on the review of Limited Access Confidential Information by Designated Representatives that the Receiving Party stores on backup disks or in backup storage facilities automatically p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>roduced in the ordinary course of business consistent with past practice or by any applicable law, regulation, court order or legal process. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIAL INFORMATION NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (the “Agreement”) is made by the undersigned of with a principal place of business at (individually and collectively (Recipient”), in favor of Vermont Electric Power Company, Inc. and Vermont Transco LLC (collectively “VELCO”), with its primary address located at 366 Pinnacle Ridge Road, Rutland, Vermont 05701. WHEREAS, the Recipient has requested that VELCO disclose to the Recipient certain information, all or a portion of which may be classified by VELCO as Critical Energy Infrastructure Information (CEII) or BES Cyber System Information (BCSI) or business confidential information (CI) (collectively referred to as Classified Information); and WHEREAS, the Federal Energy Regulatory Commission has defined CEII as “specific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: (1) relates details about the production, generation, transportation, transmission, or distribution of energy; (2) could be useful to a person in planning an attack on critical infrastructure; (3) is exempt from mandatory disclosure under<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the Freedom of Information Act, 5 U.S.C. § 552 (2000); and (4) does not simply give the general location of the critical infr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein, “Representatives” shall mean (i) employees of the Receiving Party; (ii) attorneys, accountants, or other professional business advisors; and, additionally, (iii) employees of those entities directly or indirectly owned by the Receiving Party. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. Each party shall promptly advise the other party of any misuse of Confidential Information that may come to its attention. 4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the Receiving Party; (c) at the time of disclosure to the Receiving Party was known to such party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions. 5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark<|eot_id|> <|start_header_id|>assistant<|end_header_id|>, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein. 6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> other materials prepared by or for Recipient or its Representatives that contain, are based on, or otherwise reflect or are de<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rived, in whole or in part, from any of the foregoing. Confidential Information provided by Disclosing Party must be expressly marked or designated in writing by the Disclosing Party in a manner to indicate its confidential, proprietary or otherwise non-public nature. 2. Recipient shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care to protect and safeguard the confidentiality of all such Confidential Information. 3. Recipient shall not, and shall cause its Representatives not to, (a) disclose all or any portion of Confidential Information to any third parties (other than to its Representatives who need to know the Confidential Information to assist Recipient in its evaluation of the Purpose), or (b) use or permit any Confidential Information to be accessed or used for any purpose other than for the evaluation of the Purpose. Recipient will be responsible for any breach of the terms of this Agreement caused by its Representatives. Notwithstanding anything to the contrary contained in this Agreement, Disclosing Party acknowledges and agrees that (a) the Recipient is expressly authorized to disclose the Confidential Information to certain lenders and investors, in furtherance of Recipient’s performance of its obligations with respect to the Purpose and (b) under no circumstances will Recipient have any liability for any disclosure by such lenders or investors of any of the Confidential Information. 4. Except as otherwise provided in this Agreement, without the prior written consent of the Disclosing Party, Recipient shall not disclose to any person or entity (other than its Representatives who are involved in its evaluation of the Purpose) any information with respect to the occurrence or content of any discussions or negotiations between the Parties. 5. Recipient may disclose the Confidential Information in the event and to the extent Recipient reasonably believes any Confidential Information is required to be disclosed by Recipient under the terms of: (i) a valid and effective subpoena; (ii) a statute or regulation binding upon Recipient; (iii) an order issued by a court of competent jurisdiction; or (iv) by a demand or information request from an executive, regulatory or administrative agency or other governmental authority. Recipient shall endeavor to promp<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the "Agreement"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation ("CompuCom"), and ENTEX Information Services, Inc., a Delaware corporation ("Seller"). RECITALS WHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the "Asset Purchase Agreement"); WHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows: ARTICLE I DEFINITIONS 1.1 For purposes of this Agreement, the following terms have the following meanings: (1) "Configuration" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term "Configuration" shall not include installation of a computer or related hardware at a customer site. (2) "Non-Competition Period" means the period commencing on May 12, 1999 and ending on May 11, 2000. (3) "Product" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell. (4) "Product Business" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term "Product Business" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration. (5) "Outsourcing and Professional Services" means (a) consulting, system migrations, project management, other services typically referred to as "high-end" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements. (6) "Service Accounts" means the customer accounts of Seller listed on Exhibits B and C hereto. (7) "Services" means all IT services offered by Seller,<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>iving Proprietary Information: [List the names of the NIST Employees]. NIST shall not disclose the Proprietary Information to any of its employees other than those who have a need to review it and which employees are legally obligated to honor the confidentiality provisions herein. 2. NIST shall keep the information confidential and shall use the Proprietary Information only for internal experimental purposes or evaluation of the Proprietary Information. NIST shall not make any copies of the Proprietary Information except as necessary for its employees who are entitled to review it under Section 1 above. Any copies which are made shall be identified as belonging to Discloser and marked as “confidential.” 3. To the extent permitted by law, NIST shall protect the disclosed Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ublication of the Proprietary Information as NIST uses to protect its own confidential information of a like nature. 4. NIST shall only have a duty to protect the Proprietary Information which is disclosed to it in writing and is identified as “confidential” by Discloser, or, if disclosed orally or in any other manner, if Discloser provides NIST with a written memorandum summarizing the Proprietary Information and designating such summary as “confidential” within thirty (30) days of the disclosure. 5. This Agreement is effective as of the date of the last signature (“Effective Date”) and shall expire after one (1) year (“Expiration Date”). The terms of this Agreement shall control only Proprietary Information which is disclosed to NIST between the Effective Date and the Expiration Date. All additions or modifications to this Agreement must be in writing and signed by both parties. 6. NIST’s duties under Paragraphs 3 and 4 of this Agreement shall expire three (3) years after the Proprietary Information is received. 7. This Agreement may be terminated immediately by either party upon delivery of written notice of termination to the other party. Such termination shall not affect NIST’s duties with respect to Proprietary Information disclosed prior to termination. 8. This Agreement imposes no obligation upon NIST with respect to information which (a) was in NIST’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of NIST; (c) is received by NIST from a third party without a duty of confidentiality; (d) is disclosed by Discloser to a third party without a duty of confidentiality on the third party; (e) is disclosed by NIST with Discloser’s prior written approval or (f) is developed by NIST without reference to the Proprietary Information disclosed hereunder. 9. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this Agreement and are controlling. 10. Discloser warrants that it has the right to make the disclosures under this Agreement. 11. Neither party acquires any intellectual property rights under this Agreement. Neither party has an obligation under this Agreement to purchase, sell or license any service or item from the other party. 12. The parties do not intend that any agency or partnership relationship be created between them by this Agreement. 13. This Agreement is made under and shall be governed by the laws of the United States. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as follows: For Discloser By: Date: Name: Title: Address for NDA-related correspondence: For National Institute of Standards and Technology By: By: Date: Date: [Name of Director] [Name of Division Chief] Director, [Name of OU] Chief, [Name of Division] Address for NDA-relate<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nder this Agreement. H. The termination of the discussions or relationship between the parties shall not relieve Signee or its employees, agents or affiliates of the obligations of nonuse or nondisclosure under this Agreement or the obligation to return or destroy certain materials. I. The parties agree that money damages would not be sufficient remedy for any breach of this Agreement, and the non---breaching party shall be entitled to enforce this Agreement by injunctive and other available relief, including without limitation specific performance. J. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Utah. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the receiving party and rights of the disclosing party expressed in this Agreement shall be in addition to, and not in limitation of, those provided by applicable law. This Agreement may be modified or waived only by a separate writing by Signee and EICA expressly so modifying or waiving such. This<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. References to EICA and Signee shall be deemed to include each of their affiliates, if any. Any disputes arising out of this Agreement shall be adjudicated in federal or state district court in the State of Utah and each party hereby consents to the jurisdiction of such court. This Agreement shall be binding upon the parties and their successors and assigns. IN WITNESS WHEREOF, the parties acknowledge their agreement to the foregoing as of the date first set forth above by execution of the Agreement by their respective authorized representatives. Electrical Industry Certifications Association Signee By (signature) By (Signature) Printed Name Printed Name Title Title Date Date EICA Non-Disclosure Agreement /2018 2<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Michigan Technological University Non-Disclosure Agreement PARTIES: Michigan Technological University Electronic signature are available on this document. 1400 Townsend Drive To use, click o the signature field Houghton, MI 49931 and follow the prompts. Company Name and address In consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), and in order to protect certain administrative, financial, scientific, or technical information disclosed by one party (the Disclosing Party) to the other (Receiving Party)described below and hereinafter call "Confidential Information", both Parties mutually agree as follows: 1. Michigan Technological University shall be: Disclosing Party Receiving Party Both shall be: Disclosing Party Receiving Party Both DESIGNATED REPRESENTATIVES: 2. Company: PI Name Michigan Technological University: PI Name: 3. USE OF CONFIDENTIAL INFORMATION: a.) The Party receiving the Confidential Information shall make use of the Confidential Information only for the following specific purpose(s): b.) The Confidential Information to be disclosed pursuant to this Agreement is described generally as: 4. TERM: This Agreement pertains only to the Confidenti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>al Information that is disclosed between the Effective Date (last signature date) and one year from that date. Each Party receiving Confidential Information under this Agreement shall maintain the information in confidence in accordance with the terms of this Agreement notwithstanding any termination of this Agreement for a period of three years from the date the Confidential Information is disclosed to the Receiving Party. 5. IDENTIFICATION OF CONFIDENTIAL INFORMATION: All Confidential Information shall be identified prior to disclosure with an appropriate marking or identification such as CONFIDENTIAL or any similar legend. If such information is disclosed either orally or visually, then the Parties will use reasonable efforts to assure protection pursuant to this Agreement. The Parties shall use reasonable effort to reduce such oral or visual Confidential Information to tangible form otherwise in compliance with this Agreement and furnish a copy to the Parties within thirty (30) business days of the original oral or visual disclosure. 6. NON-DISCLOSURE: The Receiving Party shall not disclose Confidential Information to any third party individual, corporation, or other entity without prior written consent of the Disclosing Party and shall further limit the circulation and disclosure of Confidential Information within its own organization to its employees having a "need to know" the Confidential Information for the purpose set forth in this Agreement, and to ensure that such employees are informed of the confidential nature thereof and agree to and are required to observe the provision of confidentiality set forth herein. The Receiving Party will not attempt to determine the content or structure, or otherwise reverse engineer or decompile any material sample, hardware or software to which it is provided access pursuant to this Agreement except as expressly provided under Section 3 of this Agreement. 7. EXCEPTIONS TO CONFIDENTIAL INFORMATION: No restriction shall exist under this Agreement with respect to any portion of the Confidential Information that is: a. established by the Receiving Party to have been known by it at the time of receipt and reduced to written form. b. published or otherwise becomes generally known through no wrongful act of the Receiving Party. c. received from a third party without similar restrictions and without breach of the restrictions within this Agreement. d. independently developed by the Receiving Party prior to receipt of the Confidential Information. e. furnished to a third party by the Disclosing Party without similar restriction on the recipients' rights. f. approved in writing for release by the Disclosing Party. g. required by court order or government agency to be disclosed. h. disclosed by inspection of a product incorporating the Confidential Information after the product has been disclosed or sold. 8. RETURN OF CONFIDENTIAL INFORMATION: All Confidential Information delivered by either Party to the other pursuant to this Agreement shall be and remain the property of the Disclosing Party. No copies shall be made without prior written consent of the Disclosing Party. All Confidential Information including <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 be construed according to the laws of the State of California without regard to any conflict of law principles that would provide for the application of the law of another jurisdiction. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in the Northern District of California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. (g) Injunctive Relief. Receiving Party agrees that disclosure of Confidential Information without the express written permission of Disclosing Party will cause Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by Receiving Party will entitle Disclosing Party to injunctive relief, in addition to any other legal and/or equitable remedies available to it. Notwithstanding clause (f), Disclosing Party may seek injunctive relief in any court of competent jurisdiction. (h) Independence. The Parties do not intend that any agency or partnership relationship be created between them by this Agreement. (i) Entire Agreement; Amendment. This Agreement constitutes the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporane<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ous agreements, communications, negotiations or understandings between the Parties with respect to the matters addressed herein. No modification of or amendment to this Agreement will be effective unless in writing and signed by all Parties. (j) Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. IN WITNESS WHEREOF, the Parties have caused this Non-Disclosure Agreement to be executed as of the Effective Date. PROSENSA HOLDING N.V. BIOMARIN PHARMACEUTICAL INC. By: /s/ Luc Dochez By: /s/ Joshua Grass Name: Luc Dochez Name: Joshua Grass Title: Chief Business Officer Title: SVP, Business and Corporate Development<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made this 9 day of February, 1998 by and between Greenfield Online, a Connecticut corporation ("GO") and Forrester Research, a Massachusetts corporation ("Client"). WHEREAS, the parties hereto are currently, and in the course of their business relationship may, from time to time continue to be, engaged in discussions and evaluations regarding the data and software services and products offered by GO and the products and services offered by Client (the "Evaluation"). WHEREAS, in connection therewith one party may receive or come in contact with certain Confidential Information (as defined) of the other party or the other party's affiliates or clients; WHEREAS, as a condition to each of GO and Client disclosing such Confidential Information to the other, each party hereto agrees to treat such Confidential Information, whether furnished before, on or after the date of this Agreement, in accordance with the terms of this Agreement. NOW THEREFORE, in consideration such disclosure and in further consideration of the agreements contained herein, the parties agree as follows: 1. The term "Confidential Information" shall mean any information and data of a confidential nature belonging to the disclosing party, its affiliates and/or licensors ("Discloser"), including without limitation, proprietary, technical, developmental, marketing, sales, operating, financial, performance, cost, business and process information and plans, software, and computer programming techniques which are disclosed or made available pursuant to this Agreement in connection with the Evaluation. 2. Except for the software products and GO data, if any, disclosed hereunder, Confidential Information shall not include information which (a) is known to the party receiving the information from Discloser ("Recipient") at the time of disclosure and is not subject to restriction; (b) is now or subsequently becomes generally known or available to the Recipient by publication, commercial use or otherwise through no fault of Recipient; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) is independently developed by or for the Recipient without access to the Discloser's Confidential Information. 3. Recipient hereby agrees that the Confidential Information will be used by it solely for the purposes of discussions with Discloser relating to the Evaluation and as necessary to fulfill any obligations Recipient may have to Discloser pursuant to any agreements the parties may enter into or otherwise. Recipient agrees not to disclose the Confidential Information of the other party, in any form, to any third party except as contemplated herein. Recipient agrees to maintain the confidential nature of the Confidential Information; provided however, that any such Confidential Information may be disclosed to its employees who need access to such information for such purposes and are made aware of and agree to be bound by the confidentiality obligations contained herein. 4. Upon termination of the Evaluation of the parties' relationship with respect thereto, and upon Discloser's request, Recipient shall return to Discloser all materials reflecting or containing any of Discloser's Confide<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ntial Information and shall not retain any copies, extracts or other reproductions in whole or in part of any of the foregoing. 5. Each party acknowledges that unauthorized disclosure or use of the other party's Confidential Information may cause irreparable harm to such other party. Each party agrees that money damages may not be a sufficient remedy for any breach by it of this Agreement and that the non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. 6. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut, and not the law of conflicts. 7. The parties hereto shall not be obligated to compensate each other for disclosure of any information under this Agreement and agree that no warranties of any kind are given with respect to such information, as well as any use thereof. It is understood that no patent, copyright, trademark or other proprietary right or license is granted by this Agreement. 8. This Agreement shall be effective as of the first date of disclosure of Confidential Information to Recipient. Recipient's obligations hereunder with respect to Confidential Information shall survive the termination of the parties' relationship. The confidentiality provisions in this Agreement shall survive termination of this Agreement and the parties' relationship relating to the Evaluation. 8, Any provision of this Agreement, which is invalid, illegal or unenforceable, shall not affect in any way the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into effective as of the date first written above. <TABLE> <CAPTION> GREENFIELD ONLINE, INC. CLIENT NAME <S> <C> John Boynton By: /s/ Rudy Nadilo By: /s/ Title Pres + CEO Title VP, Business Dvlt. Date 2/9/98 Date 2/19/98 </TABLE><|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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)(3) MUTUAL NON-DISCLOSURE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of May 14, 2018 (the “Effective Date”), between ALTAIR ENGINEERING INC. (the “Partner”) and DATAWATCH CORPORATION (the “Datawatch” and, together with Partner, each a “Party” and collectively the “Parties”). In order to facilitate the consideration and negotiation of a possible transaction involving the Parties, the Parties may exchange certain non-public information regarding the Parties and their respective subsidiaries. This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such information and regarding various related matters. The Parties, intending to be legally bound, acknowledge and agree as follows: 1. Limitations on Use and Disclosure of Confidential Information. Subject to Section 3 below, neither a Recipient (as defined in Section 11 below) nor any of such Recipient’s Representatives (as defined in Section 12 below) will, at any time, directly or indirectly: (a) make use of any of the Disclosing Party’s Confidential Information (as defined in Section 11 below), except for the specific purpose of considering, evaluating and negotiating a possible negotiated transaction between the Parties; or (b) disclose any of the Disclosing Party’s Confidential Information to any other Person (as defined in Section 12 below). A Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives (it being understood that any action or omission on the part of any Representative of a Recipient shall be deemed to constitute a breach or violation of this Agreement if such action or omission would constitute a breach or violation of this Agreement if taken or omitted by a Recipient). A Recipient will (at its own expense) take all reasonable actions necessary to ensure that its Representatives not make any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information. 2. No Representations by Disclosing Party. Neither a Disclosing Party nor any of such Disclosing Party’s Representatives will be under any obligation to make any particular Confidential Information of such Disclosing Party available to a Recipient or any of such Recipient’s Representatives. Neither a Disclosing Party nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any of such Disclosing Party’s Confidential Information, and neither such Disclosing Party nor any of its Representatives will have any liability to the Recipient or to any of the R<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ecipient’s Representatives relating to or resulting from the use of any of such Disclosing Party’s Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Parties and is validly executed on behalf of the Parties (a “Definitive Agreement”) will have legal effect. 3. Permitted Disclosures. (a) Notwithstanding the limitations set forth in Section 1 above: (i) the Recipient may disclose Confidential Information of the Disclosing Party if and to the extent that the Disclosing Party consents in writing (including without limitation email from a senior executive of the Disclosing Party) to the Recipient’s disclosure thereof; (ii) the Recipient may disclose Confidential Information of the Disclosing Party to any Representative of the Recipient, but only to the extent such Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties, and (B) has been provided with a copy of this Agreement, has been instructed to abide by the provisions hereof and is under an obligation to maintain the confidentiality of such Confidential Information; and (iii) subject to Section 3(c) below, the <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: (“RECIPIENT”) located at . 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF <|eot_id|> <|start_header_id|>assistant<|end_header_id|>INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: , 20 HALO Electronics, Inc. RECIPIENT (Company): By: By: (Authorized Signature) (Authorized Signature) Name (Printed): Name (Printed): Title: Title: Date: Date: Address for formal notices: Address for formal notices: HALO Electronics, Inc. 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 (Street Address) (City, State, Zip Code)<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>be treated as "CONFIDENTIAL INFORMATION" under this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the following types of information and materials shall not constitute "Confidential Information" for purposes of this Agreement and neither Party shall have any obligations to the other Party hereunder with respect to any information or materials if, when or to the extent that such information or materials: (i) is or becomes generally available in the industry or to the public other than as a result of a breach of this Agreement by the Reviewer or its Representatives, (ii) was received by the Reviewer or its Representatives on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information on a non-confidential basis, or (iii) is required to be disclosed by law or by regulatory or judicial process, subject to compliance with Secton 3(c). 2. Purpose. Each Party agrees that its review and inspection of the Confidential Information shall be solely to determine whether the Parties desire to proceed with the Transaction. 3. Non-Disclosure and Use of Confidential Information. (a) The Reviewer agrees that all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 2 and shall be treated by the Reviewer and its Representatives as strictly confidential. The Reviewer further agrees not to disclose, directly or indirectly, any of the Confidential Information to any third party without the prior written consent of the Provider, other than to the following (collectively, the "REPRESENTATIVES"): (i) the Reviewer's directors, officer and employees (including those of its affiliates), and (ii) the Reviewer's attorneys, accountants and financial advisors; in each case only to those persons who have a need to know the Confidential Information for the purpose stated in Section 2. The Reviewer shall inform each of its Representatives prior to such Representative receiving any of the Confidential Information of the requirements of this Agreement, and the Reviewer shall be liable for any breach of this Agreement by its Representatives. (b) Neither party will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3(c) below), without the prior written consent of the other Party, disclose to any person the fact that the Confidential Information exists or has been made available, that the Parties are considering the Transaction or any other transaction involving the Parties, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof. (c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a cou<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rt of competent jurisdiction or by a governmental body to disclose any Confidential Information, the Reviewer shall not do so without first giving the Provider written notice of such request(s) so that the Provider may seek an appropriate protective order or other confidential treatment of the Confidential Information. 4. No Representation Concerning Confidential Information. The Reviewer acknowledges and agrees that the Provider, in providing Confidential Information hereunder, makes no representation or warranty as to the accuracy or completeness of the Confidential Information and that the Provider shall have no obligation or liability to the Reviewer or its Representatives resulting from the use of contents of the Confidential Information or from any action taken or any inaction occuring in reliance on the Confidential Information. 5. No Obligation to Disclose Confidential Information. Not withstanding any provision of this Agreement, neither party shall have any obligation to furnish or otherwise disclose Confidential Information to the other Party. 6. Return/Destruction of Confidential Information. If either Party hereto determines not to proceed with the Transaction, it will immediately notify the other Party hereto in writing of that decision. Upon sending of such written notice or earlier upon the request of the Provider, all copies of Confidential Information provided to or in the possession of the Reviewer or its Representatives shall be destroyed or returned promptly to the Provider, together with (i) all copies thereof made by the Reviewer or its Representatives, and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of the Provider, the Reviewer shall provide to the Provider a written certificate as to the return or destruction of such Confidential Information. Any oral Confidential Information will continue to be held subject to this Agreement. 7. Standstill; Non-Solicitation of Employees. (a) Buyer agrees that, for a period of one year from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will, without the prior written consent of CBL or its board of directors: (i) acquire, directly or indirectly, by purchase or otherwise, any voting securities or rights or options to acquire any voting securities, or securities or instruments co<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>, destroy any remaining Sample in whatever form then in its possession or control and verify such to (Your Company Name). 3.5) Petro-Lube agrees to provide a test report to (Your Company Name) of the results of the Evaluations in a form that does not disclose information which Petro-Lube deems to constitute confidential information regarding (Your Company Name), Petro-Lube, or any other third party. 4) Non-Disclosure of Confidential Information 4.1) It shall not be necessary for either Party to disclose to the other Party any confidential technical or commercial data or information about its products, technology, processes, commercial activities or otherwise for the purposes of this Agreement. To the extent that either Party does disclose such data or information to the other Party, the other Party shall be entitled to regard such information as non-confidential in the absence of a written agreement between the Parties otherwise. 5) Export Con<|eot_id|> <|start_header_id|>assistant<|end_header_id|>trol 5.1) Petro-Lube certifies that, in exercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations. 6) Liability 6.1) This Clause sets out the entire liability of the Parties to each other, whether in contract, tort or otherwise, arising from or in connection with this Agreement. 6.2) Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury arising from its negligence, fraudulent misrepresentation or any other liability to the extent the same may not be excluded or limited as a matter of law. 6.3) Subject in any event to Clause 6.2, the Parties in this Agreement shall not be liable to each other, whether in contract, tort, (including negligence) or otherwise, under this Agreement for any loss of business, loss of products, loss of anticipated or actual profit, loss of goodwill or reputation, loss caused by business interruption or (without prejudice to any heads of loss expressly set out in Clause 6.3) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might have reasonably been contemplated by either Party. 6.4) Petro-Lube agrees and acknowledges that, to the fullest extent permitte<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ished, but not declared confidential, is in fact confidential. This information is to be treated as Confidential Information by Recipient from the time of receipt of said notice. That being said, Recipient shall make every reasonable effort to mark all written copies of such information under its control as “Confidential” or “Proprietary” and to make every reasonable effort to inform Discloser of any disclosures by Recipient to third parties of such information that may have occurred between the time of receipt of the information and receipt by Recipient of notice that such information is confidential. Recipient has no responsibility to attempt to control the use of such information by such a third party. 4. Term, Non-Disclosure and Use. For a period of two (2) years from the date of receipt, all Confidential Information shall be maintained in confidence by Recipient, shall not be disclosed, published, communicated, divulged or revealed in any manner, to any other person, firm, corporation or other third party entity, including employees of Recipient who do not have a need to know, or who should not know any such details pertaining to Confidential Information in the course of their employment, except as may otherwise provided in this Agreement. Recipient further affirmatively agrees not to use any Confidential Information received from Discloser except for the express purposes set forth herein. 5. No License Granted. Except as expressly provided he<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rein, this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights or licenses to Recipient, by the furnishing of Confidential Information by Discloser to Recipient pursuant to this Agreement. 6. Ownership and Return of Confidential Information. All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of Discloser. Upon request, or if either party elects not to pursue any further business undertaking with the other, Recipient shall promptly return all tangible information, including any and all copies or partial copies thereof and thereupon confirm destruction of all information held electronically. 7. No Warranty. No warranty or representation is made by Discloser that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. 8. Equitable Relief. Discloser and Recipient agree that it would be impossible or inadequate to measure and calculate Discloser’s damages from any breach of the covenants set forth herein, especially with regard any breach associated with Confidential Information that was to be maintained behind the Information Barrier. Accordingly, the Recipient agrees that in the event of a breach of any of the covenants contained in this Agreement, Discloser will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Recipient further agrees that no bond or other security shall be required in obtaining such equitable relief and that Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance. If any action or proceeding is brought to enforce this Agreement because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, should it prevail, Discloser shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled. 9. Effective Date. This Agreement shall become effective as of date hereof and shall terminate upon the express written termination by either one of the parties hereto. Termination of the Agreement shall not relieve either party of any obligation set forth in Paragraphs 4 or 6 with respect to Confidential Information, and all such obligations shall continue until expiration of the period set 10. General Provisions. The following general provisions shall apply: (a) Governing Law: This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws provisions. (b) Severability: If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect. (c) Successors and Assigns: This Agreement will be binding upon the successors and/or assigns of the parties hereto. (d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation, or validity of this Agreement. (e) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of either the Discloser or Recipient. IN WITNESS WHEREOF, the parties hereto acknowledge that they have read and understand each and every term of this Agreement and agree to be bound by its terms and conditions, and agree that the effective date of this Agreement is as set forth herein. RECIPIENT: Name: Title: Please send to<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ployees, authorized agents and representatives, or advisors (including, without limitation, financial advisors, attorneys, accountants and other consultants engaged in connection with the Transaction, but expressly excluding any partners or other third parties (other than the subsidiaries of a party) who will or may provide equity, debt or other financing for a Transaction) (collectively, “Representatives”), each party agrees to treat such information about the disclosing party or about any third party (whether or not such information is marked as confidential) that is furnished now or in the future, or that was furnished prior to the date hereof for the purpose of the c<|eot_id|> <|start_header_id|>assistant<|end_header_id|>onsideration of, or in connection with, a Transaction, to the receiving party or its Representatives by or on behalf of the disclosing party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the manner or form in which it was furnished, whether oral, written, electronic or in some other form) (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this Confidentiality Agreement (this “Agreement”), and to take or abstain from taking certain other actions, as set forth below. Each party understands and agrees that it will be disclosing to the other party and/or its Representatives under this Agreement (i) information solely for the purpose of enabling the receiving party and its Representatives to evaluate a Transaction, and reasonably believes that such disclosure will not affect, in any way, the parties’ relative competitive position with respect to each other or to any third parties (including any of the parties’ affiliates), and Each party agrees that it shall (and it shall cause its Representatives to) use the Evaluation Material solely for the purpose of evaluating a Transaction and for no other purpose, and that the receiving party shall (and shall cause its Representatives to) keep the Evaluation Material confidential and not disclose any Evaluation Material to any third party; provided, however, that the receiving party may disclose any Evaluation Material (y) to its Representatives who are actively or directly participating in its evaluation of a Transaction or who otherwise need to know such information for the sole purpose of evaluating a Transaction (and the receiving party shall take appropriate measures to ensure that its Representatives comply with the terms of this Agreement). <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>any time in the future, be it either implicit or implied, with respect to the implementation of any proposed transaction. c. Not to circumvent or<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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 d<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>EXHIBIT E: NON-DISCLOSURE AGREEMENT BETWEEN PBIS AND SOLOPOINT, INC. AND PACIFIC BELL AND SOLOPOINT, INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT This agreement is made on August 21, 1996 between SoloPoint, Inc., a California corporation ("SoloPoint") and Pacific Bell Information Services ("PBIS"). 1. Purpose. Company and SoloPoint wish to explore a business possibility under which each party may disclose its Confidential Information to the other party. 2. Definition. "Confidential Information" means any information, technical data, or know-how, including, but not limited to that which relates to research, products, software, services, development, inventions<|eot_id|> <|start_header_id|>assistant<|end_header_id|>, processes, designs, drawings, formulas, engineering, marketing, finances, financial models, and business plans, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data, or know-how (i) is in the posses<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>is Agreement, and (2) need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below; ii. Contractors of Data Recipient who (1) have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for the work being performed subject to the limitation on Market Sensitive Information below. In the event Data Recipient shares Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor; iii. As required by FERC orders, rules or regulations, provided that additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or iv. As may be otherwise agreed to by WECC in writing. 3. Market Sensitive Information a. Data Recipient agrees not to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric power or other electric power marketing functions. 4. Compelled Disclosures a. Notwithstanding anything to the contrary herein, Data Recipient may disclose Non-Public Information to a governmental authority as required by law, provided that to the extent permitted by law: i. Data Recipient notifies WECC as soon as reasonably possible of the required disclosure; ii. Data Recipient does not disclose the Non-Public Information until WECC has had a reasonable opportunity to respond to the required disclosure; and iii. Data Recipient cooperates with WECC as reasonably requested by WECC to protect WECC’s interests in the Non-Public Information. b. If Data Recipient is an entity subject to state or federal freedom of information laws or an employee of such an entity, Data Recipient certifies that the Non-Public Information is eligible for restriction from public disclosure and agrees to: i. Restrict the Non-Public Information from public disclosure; ii. Notify WECC as soon as reasonably possible of any request for the Non-Public Information; and iii. Cooperate with WECC as reasonably requested by WECC to protect WECC’s interests in the Non-Public Information. 5. Disclaimer and Limitations a. Neither WECC nor any owner or submitter of the Non-Public Information makes any representation or warranty as to the completeness, accuracy, relevance, or usability of the Non-Public Information. All Non-Public Information made available to Data Recipient is made available AS IS AND WITHOUT WARRANTY, EXPRESS OR IMPLIED. b. There is no obligation on the part of WECC or any owner or submitter of the Non-Public Information to supplement, update, or correct any Non-Public Infor<|eot_id|> <|start_header_id|>assistant<|end_header_id|>mation, even if the Non-Public Information is supplemented, updated, or corrected for other purposes. c. Use of the Non-Public Information is at Data Recipient’s own risk. Neither WECC nor the owner or submitter of the Non-Public Information shall be liable for any damages arising out of the use of the Non-Public Information. 6. Changes in Employment a. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient ceases to be employed by his or her then current employer, Data Recipient agrees to notify WECC within five (5) business days of the change in employment. b. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient has a change in job responsibilities such that Data Recipient or an employee of Data Recipient becomes a Market Function Employee, Data Recipient agrees to notify WECC within five (5) business days of the change in employment and to ensure that Data Recipient or such an employee of Data Recipient discontinues accessing or using any Market Sensitive Information as identified in the WECC Information Sharing Policy. 7. Term and Termination a. This Agreement shall continue in effect until terminated. This Agreement may be terminated by WECC or Data Recipient at any time at their sole discretion. b. Upon any termination of this Agreement, Data Recipient shall return to WECC all Non-Public Information in Data Recipient’s possession or destroy all Non-Public Information in Data Recipient’s possession and certify to WECC in writing that all Non-Public Information has been returned or destroyed, except as may be otherwise required by law in which case the confidentiality obligations of this Agreement shall survive termination. 8. Miscellaneous Terms a. This Agreement does not require WECC to disclose any Non-Public Information. Neither this Agreement nor any disclosure of Non-Public Information grant Data Recipient any intellectual property rights or licenses to such information. Data Recipient agrees to comply with all applicable United States export laws and regulations. b. This Agreement represents the entire understanding between WECC and Data Recipient related to the Non-Public Information and supersedes all previous communications between WECC and Data Recipient related to this subject. This Agreement can only be modified by written agreement executed by WECC and Data Recipient. Data Recipient may not delegate its duties or obligations under this Agreement without prior written consent from WECC. Any attempt to do so is void. c. This Agreement shall be for the sole benefit of WECC and any owner or submitter of the Non-Public Information. This Agreement shall be fully enforceable by WECC and any entity whose Non-Public Information is not treated in accordance with this Agreement. d. If any term or provision of this Agreement is held by a body of competent jurisdiction to be invalid, void, or unenforceable, then (1) the remaining provisions of the Agreement shall continue in full 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|>e any liability to the Recipient or its Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws or otherwise) as a result of the review by the Recipient or its Representatives or the use of the Confidential Information by the Recipient or its Representatives in accordance with the provisions of this Agreement. 3.2 The Recipient agrees that, upon written request by CEDC, all Confidential Information (and all copies, summaries and notes of the contents or parts thereof) and all Company property received by the Recipient shall, as soon as reasonably practicable, be either returned to CEDC or, to the extent technically prac<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ticable, destroyed (at the Recipient’s or its Representatives’ option), except that Recipient and its Representatives may retain copies of Confidential Information as is required to comply with applicable law or regulation or professional standards or internal compliance requirements. The Recipient’s obligations under Section 2 hereof shall survive the return of such tangible embodiments of Confidential Information until termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Recipient nor any of its Representatives shall be required to delete electronically stored Confidential Information to the extent such deletion would be technologically impracticable or inconsistent with the archival records retention policy of the Recipient or its Representatives. 3.3 The Recipient shall not remove, obscure, overprint, deface or destroy any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information the Recipient obtains from the CEDC Group. 3.4 CEDC understands and acknowledges that the Recipient and an affiliate of the Recipient are currently reporting persons with respect to CEDC’s common stock on a Schedule 13D under the provisions of §§ 240.13d-1(a) and 13d-2(a) of the United States Securities Exchange Act of 1934, among others, and that accordingly the Recipient and its affiliate will have ongoing disclosure obligations thereunder, which shall not be restricted or limited by this Agreement, including that this Agreement shall be disclosed and publicly filed as an amendment to such Schedule 13D. 4. Remedies. The Recipient acknowledges that a breach of any of the terms of this Agreement may cause irreparable harm to CEDC for which CEDC may not be adequately compensated by money damages. Accordingly, the Recipient agrees that, in addition to all other remedies available to CEDC, including any member of the CEDC Group<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 10.7 NON-DISCLOSURE AGREEMENT The undersigned, (hereinafter called “investor”) in consideration for the use of certain information, data and/or know-how related to the so-called “Entec Engine” the rights to which are owned TecTransfer, Inc. a Nevada Corporation, hereby agrees as follows: 1. Investor shall keep in confidence and not use the Information for its commercial benefit (except for technical and economic evaluation internal to investor). investor shall further keep in confidence and not disclose any part of the Information to a third party or parties or use the business plan without the written consent of TTI. 2. Any obligation of investor as set forth in the preceding paragraph shall apply to information disclosed in writing and designated confidential, or if disclosed orally, shall be promptly reduced to writing. However, this obligation shall not apply to any information, knowledge, data and/or know-how which: (a) Is or hereinafter becomes a part of the public knowledge through no fault of investor; or (b) in<|eot_id|> <|start_header_id|>assistant<|end_header_id|>vestor can demonstrate was in its possession prior to the time of disclosure by TTI; or (c) investor can demonstrate was received by it from a third party who has not received the same from TTI; or (d) Is independently developed by or for investor by persons not having access to Information hereunder as shown by written records. 3. Investor shall obligate its employees and the employees of its affiliates who shall have access to any portion of the Information to protect the confidential and proprietary nature of the Information. Investor Signature Name Title Date Address where information should be sent:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>. 9.2. Nothing in this Agreement shall impose an obligation on either Party to continue discussions or negotiations in connection with the Purpose or enter into any contract or business relationship with each other. 10. TERM AND SURVIVAL OF CONFIDENTIALITY OBLIGATIONS 10.1. The term of this Agreement shall be for a period of [three (3)] years from the Effective Date (the “Term”) but may be terminated or extended upon both Parties’ written agreement. 10.2. The rights and obligations contained in this Agreement shall continue in full force and effect for [two (2)] years after expiration of the Term or termination of this Agreement. 11. NO PARTNERSHIP OR AGENCY 11.1. Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the Parties, create any commercial agency relationships between the Parties or authorise any Party to make or enter into any commitments for or on behalf of the other Party. 12. GENERAL 12.1. Assignment and other dealings. Neither Party shall assign, transfer, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written agreement of the other Party. 12.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 12.3. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties. 12.4. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 12.5. Severance. If any provision of this Agreement is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. Any modification to a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. 12.6. Notice. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by pre-paid first class post or by a reputable next-day courier service at its registered office or principal place of business or sent by email to the address specified by the Party in writing. Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is delivered at the proper address; if sent by pre-paid first class post, on the second business day after posting; if by next-day courier service, at the time recorded <|eot_id|> <|start_header_id|>assistant<|end_header_id|>by the courier; or if by email, at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 12.7. Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 12.8. Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. 12.9. Jurisdiction. Each Party irrevocable agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The undersigned are duly authorised to execute this Agreement on behalf of the parties. For and on behalf of NSK Europe Limited For and on behalf of [Full company name] Signature……………………………………... Signature……………………………………... Name…………………………………………. Name…………………………………………. Job Title………………………………………. Job Title………………………………………. Date…………………………………………… Date……………………………………………<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> its Representatives, at any time and for any reason or no reason. Buyer shall not have any claim or cause of action against the Company or any of its Representatives in respect of the foregoing, except as specifically set forth in any Definitive Transaction Agreement, if any, that is hereafter executed. (i) Governing Law; Forum. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of [New York]31 without regard to the principles of conflicts of laws in any jurisdiction. Each party consents and submits to the exclusive jurisdiction of the courts of the [State of New York located in the Borough of Manhattan in New York City and the courts of the United States located in the Borough of Manhattan in New York City in the State of New York] for the adjudication of any action or legal proceeding relating to or arising out of this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action or legal proceeding relating thereto except in any such court). Each party hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in such courts and agrees not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby agrees that service of any process, summons, notice or document by U.S. certified mail addressed to such party at the address set forth above (or such other address as notified by either party to the other party in writing) shall be effective service of process for any such suit, action or proceeding brought against such party in any such court. Each party hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon such judgment. (j) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. (k) Conflict Waiver. This Agreement also constitutes notice to Buyer that the Company has engaged [LAW FIRM] as its legal counsel in connection with the Transaction, and Buyer hereby (i) consents to the continued representation of the Company by [LAW FIRM] in connection with the Transaction notwithstanding the fact that [LAW FIRM] may have represented, and may currently or in the future represent, Buyer and/or any of its Affiliates with respect to unrelated matters and (ii) waives any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to [LAW FIRM] that may arise from its representation of the Company in connecti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>on with the Transaction, including but not limited to representing the Company against Buyer and/or any of its Affiliates (or any Person acting on behalf of or in concert with Buyer or any such Affiliates who receives Evaluation Material from Buyer and/or its Representatives) in litigation, arbitration or mediation in connection therewith. In addition, Buyer hereby acknowledges that its consent and waiver under this Section 13(k) is voluntary and informed, and that Buyer has obtained independent legal advice with respect to this consent and waiver. If Buyer has any questions regarding this Section 13(k), please contact [NAME] at [LAW FIRM] at [PHONE NUMBER] or [EMAIL ADDRESS]. Each party hereto agrees that [LAW FIRM] is an express third party beneficiary of this Section 13(k). (l) Counterparts. This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. [Signature page follows] If the foregoing correctly sets forth our agreement, please sign and return one copy of this Agreement to [CONTACT] by PDF at [EMAIL ADDRESS], whereupon this Agreement shall constitute our binding agreement with respect to the matters set forth herein. Very truly yours, [THE COMPANY] By: Name: Title: Accepted and agreed to as of the date first written above: [POTENTIAL BUYER] By: Name: Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ontain or reflect any Confidential Information regardless of the identity of the Person preparing same (“Notes”); (iii) the existe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nce and terms of this Agreement and any other agreements related to a possible Transaction; (iv) the fact that information has been disclosed or made available to the Recipient or the Recipient's Representatives; and (v) the fact that discussions or negotiations are or may be taking place with respect to a possible Transaction, the proposed terms of any 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|>eement. 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 written 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 du<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ties 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 party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, this Agreement shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. BILL WOO By: Bill Woo GATEWAY VENTURE HOLDINGS, INC. By: Rick Bailey Its: President By: Flo Ternes Its: Chief Operations Officer<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 its other confidential and proprietary information as well as the Company's relationships with customers, suppliers, employees and others doing business with the Company; that such relationships, trade secrets and other information are vital to the successful conduct of the Company's business by Buyer in the future; that because of Covenantor's access to such confidential information and trade secrets, Covenantor would be in a unique position to divert business from Buyer and to commit irreparable damage to Buyer were Covenantor to be allowed to compete with Buyer or to commit any of the other acts prohibited below; that the enforcement of said restrictive covenants against Covenantor would not impose any undue burden upon Covenantor; that none of said restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce said restrictive covenants against Covenantor is a material inducement to the decision of Buyer to consummate the transactions contemplated in the Purchase Agreement. NOW, THEREFORE in consideration of the foregoing recitals, the mutual agreements hereinafter set forth and the mutual benefits to be derived therefrom, Covenantor covenants and agrees as follows: ARTICLE 1 DEFINITIONS 1.1 The term "Buyer," as used herein, means not only Vertel Corporation, but also any company, partnership or entity which (a) directly or indirectly, controls, is controlled by or is under common control with Vertel Corporation or (b) is a successor-in-interest to Vertel Corporation. 1.2 The term "Confidential Information", as used herein, means all information or material not generally known by non-Company personnel constituting Assets and acquired by Buyer under the Purchase Agreement which (i) gives the Company some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company; (ii) which is owned by the Company or in which the Company has an interest and (iii) which is either (A) marked "Confidential Information," "Proprietary Information" or other similar marking, (B) known by Covenantor to be considered confidential and proprietary by the Company as of the date hereof or (C) from all the relevant circumstances should reasonably be assumed by Covenantor to be confidential and proprietary to the Company. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): trade secrets, inventions, drawings, file data, documentation, diagrams, specifications, know how, processes, formulas, models, flow charts, software in various stages of development, source code, object code, research and development procedures, research or development and test results, marketing techniques and materials, marketing and development plans, price lists, pricing policies, business plans, information relating to customers and/or suppliers' identities, characteristics and agreements, financial information and projections, and employee files. Confidential Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or is required to treat as Confidential Information, whether or not owned or developed by the Company. NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL KNOWLEDGE WHICH COVENANTOR WOULD HAVE LEARNED IN THE COURSE OF SIMILAR EMPLOYMENT ELSEWHERE IN THE TRADE, IF SUCH INFORMATION IS LAWFULLY AVAILABLE TO COVENANTOR FROM A SOURCE OTHER THAN THE COMPANY, OR IF IT IS OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN. 1.3 The term <|eot_id|> <|start_header_id|>assistant<|end_header_id|>"Closing" shall have the meaning ascribed to it in the Purchase Agreement. ARTICLE 2 COVENANT NOT TO COMPETE Covenantor shall not at any time within the period commencing on the date hereof and ending on the fourth (4/th/) anniversary of the date hereof (the "Restricted Period"), have any ownership interest (of record or beneficial) in or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, limited liability company, partnership, proprietorship or other business that engages in any California county, or in any other state, country or geographic area, listed in Exhibit "A" hereof in a business that is similar to and directly or indirectly offers products or services in competition with the business in which the Company was engaged in such California county, state, country or other geographic area as of the Closing, so long as Buyer, or any successor in interest of Buyer to the business and goodwill of the Company, remains engaged in such business in any such California county, state, country or other geographic area or continues to solicit customers or potential customers therein; provided, however, that Covenantor may own, directly or indirectly, solely as an investment, the securities of any person which are traded on any national securities exchange if Covenantor (i) is not a controlling person of, or a member of a group which controls, such person or (ii) does not, directly or indirectly own two percent (2%) or more of any class of securities of such person. For purposes of this ARTICLE 2, the business activities which may not be engaged in during the Restricted Period by Covenantor or by any firm, corporation, limited liability company, partnership, proprietorship or other business in which Covenantor has any interest are more particularly described in Exhibit "B" hereof. ARTICLE 3 SOLICITATION OF BUSINESS During the Restricted Period, Covenantor shall not solicit or assist any other person to solicit any business (other than for Buyer) from any present or past customer of the Company; or request or advise any present or future customer of the Company to withdraw, curtail or cancel its<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tion of a term. The disclosing party shall be entitled to terminate this Agreement should the recipient fail to comply with any of the provisio<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ns of the Agreement. 9. Notwithstanding any termination or expiration of this Agreement, the provisions of this Agreement, as they relate to the safeguard, disclosure or use of Proprietary Information shall, unless agreed otherwise by the Parties, or unless such information becomes part of the public domain through no fault of the recei<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT governs the disclosure of information by and between Oacis Healthcare Systems Corp. ("OACIS") and Science Applications International Corporation ("SAIC") as of November 4th, 1998 (the "EFFECTIVE DATE"). 1. As used herein, "CONFIDENTIAL INFORMATION" shall mean any and all technical and non-technical information provided by either party to the other, including but not limited to (a) patent and patent applications, (b) trade secret, and (c) proprietary information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties. 2. Each party agrees that at all times until termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. Notwithstanding the above, the party to whom Confidential Information was disclosed (the "RECIPIENT") shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. 3. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party. 4. Each party's obligations under this Agreement with respect to any portion of the other party's Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was communicated to the Recipient by the other party; (b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient; (c) it was in the Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the other party or (e) it was communicated by the other party to an unaffiliated third party free of any obligation of confidence. 5. Upon termination or expiration of the Agreement, or upon written request of the other party, each party shall promptly destroy o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof. The Recipient agrees to destroy all documents, memoranda, no<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>is not directed specifically to any such employees; provided, that nothing in this Section 1 shall prevent Kennedy or any of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company before the Merger, (ii) any employee whose employment has been terminated by the Company after the Merger one-hundred eighty (180) days from the date of termination of employment; or (iii) Jesse Miramontes (a current employee of the Company) and any Kennedy family member (including, without limitation, Nancy Kennedy (wife) or John C. Kennedy, IV (son) who are currently employed by the Company). (c) During the Restricted Period, Kennedy shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) During the Restricted Period, Kennedy shall provide written notice as soon as reasonably possible (it being agreed that ninety (90) days prior written notice is acceptable) before (i) Kennedy or any of his Affiliates begin to engage in the Company Business excluding the medical device business or (ii) Kennedy or any of his Affiliates enter into a transaction to acquire the stock or substantially all of the assets of any Person that engages in the Company Business excluding the medical device business. (e) Kennedy acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company. In the event that any covenant contained in this Section should ever be adjudicated to exceed the time, geographic, product, or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) If Kennedy violates any of the provisions of this Section 1, the computation of the time period provided in this Section 1 shall be tolled from the first date of the breach until (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) Kennedy provides satisfactory evidence to the Company that such breach has been terminated. 2. Non-Disclosure Covenants. (a) Kennedy covenants and represents that Kennedy has no interest in or claim to any information, whether or not in writing, of a private, secret, or confidential nature concerning the Company or Autocam (collectively, the “Proprietary Information”). Except as may otherwise be required by law, Kennedy agrees not to, without the Company’s prior written consent, (i) disclose or transfer any Proprietary Information to any Person other than the Company or (ii) use any Proprietary Information for any unauthorized purpose, either during the term of this Agreement or the Restricted Period, unless and until such Proprietary Information has become available to the public generally without fault by Kennedy. (b) Kennedy agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, “Records”), whether created by Kennedy or others, which shall come into Kennedy’s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company. All such Records or copies thereof in Kennedy’s custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, or any other tangible property of Company. (c) Kennedy agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company’s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Kennedy in the course of Company’s business. 3. Other Agreements; Indemnification. Kennedy hereby represents that, except as he has disclosed in writing to Company, Kennedy is not bound by the terms of any agreement with any previous employer or other party to refrain from (i) competing, directly or indirectly, with the business of such previous employer or any other party or (ii) using or disclosing any trade secret or confidential or proprietary information in the course of the Restricted Period. Kennedy further represents that his performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Kennedy in confidence or in trust prior to the date of the Restricted Period, and Kennedy will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. Kennedy hereby indemnifies and agrees to defend and hold the Company harmless from and against any and all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys’ fees and the costs of investigation) resulting or <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>act or agreement providing for any transaction shall be deemed to exist between the parties unless and until a Definitive Agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with or involving the other party or any of its businesses based on the purported existence of any such contract or agreement unless and until and only to the extent that the parties shall have entered into a Definitive Agreement with respect to which a breach is alleged. Each party also agrees that unless and until a Definitive Agreement between the parties with respect to a negotiated transaction has been executed and delivered, neither of the parties nor their stockholders has any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this paragraph, 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 on the part of either party. Each party further understands that (i) each party shall be free to negotiate for or with respect to any transaction respecting itself or any or all of its business as such party in its sole discretion shall determine (including, without limitation, negotiating with any of prospective merger partners, sellers or buyers and entering into a Definitive Agreement respecting any thereof without prior notice to the other party or any other person) and (ii) each party shall not have any claims whatsoever against the other party, or any of such other party's respective directors, officers, stockholders, affiliates or agents arising out of or relating to any such transaction (other than those as against the parties to a Definitive Agreement with you in accordance with the terms thereof). Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of the party which is sought to be bound, which consent shall specifically make such waiver or amendment. (8) Each party agrees that the other party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to the other part at law or in equity. (9) It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise there<|eot_id|> <|start_header_id|>assistant<|end_header_id|>of preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement is for the benefit of the parties and will be governed by and construed in accordance with the laws of the State of Delaware. The obligations of the parties under this Agreement will expire three (3) years from the date of this Agreement. IN WITNESS WHEREOF, the undersigned, by their duly authorized officers have caused this Agreement to be executed as of the date first written above. SCIENTIFIC GAMES CORPORATION By: /s/ MARTIN E. SCHLOSS Name: Martin E. Schloss Title: Vice President MDI ENTERTAINMENT, INC. By: /s/ STEVEN M. SAFERIN Name: Steven M. Saferin Title: Chief Executive Officer<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ng Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection. 10. Enforcement/Attorneys’ Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. 11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization. 12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law. 13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. 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 employi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ng or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. 17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. 18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement. 19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living. 20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. 21. Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. 22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement. 11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. 12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect. 13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Government or any of its departments or agencies. 14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended; Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling. 15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law. 16. I represent and warrant that I have the authority to enter into this Agreement. 17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time, if I so choose. DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT Acknowledgement Typed/Printed Name: Government/Department/Agency/Business Address Telephone Number: I make this Agreement in good faith, without mental reservation or purpose of evasion. Signature: WITNESS: Typed/Printed Name: Government/Department/Agency/Business Address Telephone N<|eot_id|> <|start_header_id|>assistant<|end_header_id|>umber: Signature: This form is not subject to the requirements of P.L. 104-13, “Paperwork Reduction Act of 1995” 44 USC, Chapter 35.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>vert or take away or attempt to solicit, divert or take away any of the Company's or any of the Company's Affiliate's customers, distributors, suppliers or patronage; (iii) attempt to seek or cause any of the Company's or any of the Company's Affiliates clients or customers to refrain from patronizing the Company or any of the Company's Affiliates; or (iv) employ or engage or attempt to employ or engage in any capacity any person employed or contracted by the Company or any of the Company's Affiliates at the date of termination of Shareholder's employment with the Company and any of the Company's Affiliates. c) REASONABLENESS OF RESTRICTIONS. Shareholder acknowledges that: (i) Shareholder's experience and capabilities are such that the provisions of this Section 1 will not prevent Shareholder from earning a livelihood; (ii) the services to be rendered by Shareholder to the Company and the Company's Affiliates are of a special nature and it would be very difficult or impossible to replace those services; (i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ii) the terms and conditions contained in this Section 1 and Section 2 are reasonable and necessary for the protection of the Company and the Company's Affiliates; and (iv) the Company and the Company's Affiliates cannot be adequately compensated with monetary damages for any violation by Shareholder of any of the provisions of this Section 1 and/or Section 2. Accordingly, Shareholder agrees and consents that if Shareholder violates any of the provisions contained in this Section 1 or Section 2, the Company and the Company's Affiliates will be entitled to seek injunctive from any court of competent jurisdiction, without bond, restraining Shareholder from committing or continuing any violation of this Section 1 or Section 2. The Company and the Company's Affiliates will also be entitled to any other remedies they may have at law, in equity, under this Agreement, or otherwise. d) SUSPENSION OF RESTRICTED PERIOD. In the event Shareholder breaches any obligations, representations, warranties or covenants as set forth herein, the Restricted Period will be tolled from the date of the breach until such time as the violation(s) ceases, and the Restricted Period extended for a period equal to the period of breach. e) SEVERABILITY. Shareholder agrees that each of the covenants set forth in this Section 1 and in Section 2 is a separate and distinct covenant, independent of others and any other provision of this Agreement, and that the illegality or invalidity of any one, or more of the covenants or any part of one or more of them, will<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL SECRECY AGREEMENT This AGREEMENT effective as of the 17th day of May, 1996, is between UCAR CARBON COMPANY INC., a Delaware corporation, having offices at 39 Old Ridgebury Road, Danbury, Connecticut O68l7 (hereinafter referred to as "UCAR CARBON"); and BALLARD POWER SYSTEMS INC., having an office at 9000 Glenlyon Parkway, Burnaby, B.C. Canada V5J 5J9 (hereinafter referred to as "BALLARD"). WHEREAS, UCAR CARBON possesses certain proprietary information (hereinafter UCAR CARBON Proprietary Information) relating to the manufacture of flexible graphite for use in fuel cells: WHEREAS, BALLARD possesses certain proprietary information (hereinafter BALLARD Proprietary Information) relating to fuel cells and components for fuel cells. WHEREAS, UCAR CARBON and BALLARD desire to exchange such proprietary informati<|eot_id|> <|start_header_id|>assistant<|end_header_id|>on (hereinafter individually and collectively referred to as "Proprietary Information") for the purpose of UCAR CARBON supplying flexible graphite produced employing UCAR CARBON Proprietary Information to BALLARD under a separate purchase order. WHEREAS, each party is willing to disclose to the other party its Proprietary Information for the specific purposes of this Agreement under the following conditions: 1. During the term of this Agreement, the receiving party agrees to hold in confidence and not disclose to any person or persons, other than its employees with a need to know, or use except for the purpose of this agreement, for a period of fifteen (15) years from the date of each disclosure, any and all Proprietary Information disclosed in writing and identified as Proprietary Information by the disclosing party. If Proprietary Information is disclosed orally or in other than written form, it must be identified as Proprietary Information at the time of disclosure and summarized in writing and identified as Proprietary Information by <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ABS PTY LTD operates a laboratory management system in compliance with ISO/IEC 17025 and requirements as set out in the South African National Accreditation System (SANAS) policies and procedures. In compliance with these requirements, confidentiality, with regards to all laboratory activities contracted to SMT LABS PTY LTD (as agreed upon by both parties), shall be undertaken in the following manner: 1. SMT LABS PTY LTD shall be responsible, through legally enforceable commitments, for the management of all information obtained or created during the performance of laboratory activities. 2. Except for information that the customer makes publicly available, or when agreed between SMT LABS PTY LTD and the customer all other information is considered proprietary information and shall be regarded as confidential. 3. When the laboratory is required by law or authorized by contractual arrangements to release confidential information, the customer shall, unless prohibited by law, be notified of the information provided BEFORE information released. 4. Personnel, including any committee members, contractors, personnel<|eot_id|> <|start_header_id|>assistant<|end_header_id|> of external bodies, or individuals acting on the laboratory's behalf, shall keep confidential all information obtained or created during the performance of laboratory activities, except as required by law. 5. As part of the SANAS accreditation arrangement and Internal audit policy, SMT LABS PTY LTD will be assessed and audited on an ongoing basis to ensure continuous compliance to ISO/IEC 17025 and SANAS policies and procedures. All service providers (including SANAS) have signed a Non-disclosure Agreement/ Confidentiality Agreement as part of our contractual agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SMT LABS PTY LTD By: Signature Shirleen Theisinger Lab Quality Manager and Managing Director CUSTOMER By: Signature Printed name Title<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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 o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r destroy all Confidential 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|>ry of expenses, costs and attorney’s fees arising out of such breach, threatened breach or attempted breach. 6. Return of "Confidential Information": All Confidential Information shall be returned to the disclosing Parties promptly upon written request or, at the election of the disclosing Party, the Party that received the Confidential Information shall certify said information has been destroyed and is no longer useable in any format. 7. Securities: Parties hereby acknowledge, covenant and agree that they are aware that United States securities laws may prohibit any person who has material, non-public information about a company (including a Party) from purchasing or selling, directly or indirectly, securities of a company (including the Parties), or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 8. Prohibition of Disclosure: Neither Party hereto shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representation in court pleadings, except as required by law, the discussions that gave rise to this Agreement, the discussions or negotiations covered by this Agreement, this Agreement or the Confidential Information provided pursuant to this Agreement, without first obtaining the prior written consent of the other Party. 9. Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual written Agreement. Each Party’s obligations with respect to the Confidential Information, including but not limited to, sections 2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party. 10. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby submit to the exclusive personal and subject matter jurisdiction of the State and Federal Courts situated in the Borough of Manhattan, New York, New York. 11. Waiver: No failure by either Party to exercise any rights arising from default by the other Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other shall constitute a waiver of any later breach of covenant. 12. Counterparts: This Agreement may be executed in two signed copies, each of which when taken together shall be deemed but one original. 13. Severability: The validity or unenforceability of any provision or provisions of this Agreement shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. 14. Entire Agreement; Amendment: This Agreement contains the entire understandings between and among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment to this Agreement shall be valid unless set forth in writing and signed by both Parties. 15. Notices: All notices require<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d 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|>Attachment F Confidentiality and Non-Disclosure Agreement for The State Bar of California In connection with the RFP for a Telephony Refresh Project (“RFP”) the State Bar of California (“State Bar”) will provide (“Company”) access to confidential information under the terms and conditions of this Confidentiality and Non-Disclosure Agreement (“NDA”). Confidential information (“Information”) means and includes, but is not limited to, the additional confidential and proprietary intellectual property regarding existing installations that is provided by the State Bar after submission of this agreement. All Information disclosed by the State Bar is and at all times will remain the sole and exclusive property of the State Bar. Without the State Bar’s prior written consent, Company will not: (i) disclose to any person or entity the substance or import of the Information; (ii) use any Information to access or obtain additional information outside the purpose contemplated by this NDA; (iii) duplicate, distribute or otherwise reproduce any Information in any way. Company agrees that it will retain all Information provided in connection with the RFP in the strictest confidence, and will neither use nor disclose such Information to anyone other than those who, in each case, need to know the Information for the purpose of responding to this RFP. Company will use its best efforts to ensure that such individuals adhere to the NDA, and Company agrees that it will be responsible for any breach of this NDA by any of its employees, agents, autho<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rized representatives or permitted assignees or subcontractors. Information does not include confidential information that: (i) is or becomes generally known and available to the public other than as a result of any breach by Company of this NDA; (ii) is subsequently learned from a third party who is under no obligation of confidentiality with respect to such Information; (iii) was known by Company under no obligation of confidentiality prior to disclosure by the State Bar hereunder; or (iv) was generated independently by Company without reference to the State Bar’s Information. Upon submission of a proposal to the RFP, or if the State Bar so requests, whichever occurs first, Company will promptly, and at its own expense: (i) redeliver to the State Bar all copies of the Information in Company’s possession, whether such Information is in written, electronic, digital or other form or format; (ii) destroy any and all analyses, compilations, studies, or other documents in any form or format that were prepared by or for the use of Company which contain or reflect any Information; and (iii) certify such destruction to the State Bar in writing by an authorized officer of the Company who supervised such destruction, as well as the return of all copies as specified above. Company's confidentiality obligations hereunder will be continuing and will survive expiration or termination of the NDA. Company acknowledges and agrees that the remedy at law for any breach of this NDA is inadequate and that, in addition to monetary damages, including but not limited to special, incidental, consequential or punitive damages, and any other available relief at law, whether based in contract, tort or otherwise, the State Bar will be entitled to specific performance, injunctive relief or any other equitable remedy without the need to (i) prove actual damages and/or (ii) post any bond or other security deposit in connection with such remedy. Notwithstanding the foregoing, this NDA will not prohibit Company from disclosing any Information if required by an appropriate legal or regulatory authority, provided that, prior to any disclosure: (iii) Company provides the State Bar with prompt written notice of the required disclosure so that the State Bar may seek such protective order as it may deem appropriate; and (iv) disclosure of 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 requirements set out in this Agreement. 10. NO LICENCE OR OTHER RIGHTS: In respect of Background IP no right or license whatsoever, expressed or implied, is granted by McGill to Intern or Sponsor pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to McGill. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein. 11. LIMITED WARRANTY & LIABILITY: The Parties warrant that they have the right to disclose the Confidential Information to another Party. No other warranties in respect of the Confidential Information are made by any Party and all information is provided “AS IS” without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party IP rights. In no event will McGill or Intern be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information. 12. TERM AND TERMINATION: 12.1 TERM: This Agreement shall come into force on the Effective Date and shall terminate on [DD MONTH YYYY INTERNSHIP/FELLOWSHIP ENDS] unless terminated earlier in accordance with the provisions of secti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ons 13.2 or 13.3, below. 12.2 TERMINATION FOR DEFAULT. Termination for Default. Either Party may terminate this Agreement immediately upon notice to the other Party, in the event of: 12.2.1 material breach or non-compliance by the other Party of some obligation, undertaking, representation, warranty or payment contained in this Agreement, if such default is not remedied within thirty (30) days of receipt of written notice to that effect; 12.2.2 the other Party becoming bankrupt or insolvent, going into receivership, making an assignment of its assets to the benefit of its creditors, taking advantage of any statute which may be in force in relation to bankruptcy or insolvent debtors, or ceasing to conduct business in the normal course. 12.2.3 default on the part of the other Party caused by a force majeure, where such default lasts for more than six (6) months. 12.3 TERMINATION BY MCGILL. McGill shall also be able to terminate this Agreement, in its own discretion and without penalty or compensation to Sponsor, in the event that the Academic Supervisor leaves the employment of McGill, becomes permanently disabled or passes away. In such a case, the Parties will attempt in good faith to identify another Academic Supervisor at McGill. Should they be unable to find a mutually acceptable replacement, McGill shall be able to terminate this Agreement under this section. McGill shall also be able to terminate this Agreement pursuant to section 6.3. 12.4 EFFECT OF TERMINATION. Upon receipt by either Party of a notice of termination under this section 13 or expiry of the delay within which default may be cured under section 13.2.1, McGill will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that McGill shall have the right to disburse any sum of money committed at the time of termination. Sponsor shall pay to McGill all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 13.2.1, and shall pay for all costs and fees related to the termination of the Agreement. 13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible. 14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of the terms except as specifically set forth herein. 15. ASSIGNMENT: This Agreement shall not be assignable or transferable and shall enure to the benefit of and be binding upon the Parties hereto. 16. RELATIONSHIP OF THE PARTIES: During the course of the Project, the Intern remains a student/PDF of McGill. Moreover the Intern is not an employee, agent or representative of McGill. The Intern does not become an employee of the Sponsor and will not sign any agreements with the Sponsor. Nothing in this Agreement shall make one Party the partner of another Party<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”), effective (“Effective Date”), is entered into by and between (“Recipient”), doing business at the following address: , and the State of Ohio, Bureau of Workers' Compensation ("Discloser"), having offices at 30 W. Spring Street, Columbus, Ohio 43215-2256, entered into the day, month and year set out below, (each herein referred to individually as a “Party,” or collectively as the “Parties”). Whereas, The State of Ohio, Department of Administrative Services (DAS) on behalf of Discloser has issued a Request for Competitive Sealed Proposals (RFP) CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers’ Compensation Pharmacy Program; Whereas, in order for Recipient to evaluate and provide a response to the RFP, the Recipient will need access to confidential State information pertinent to providing a response to the RFP; and Whereas, the parties recognize that this analysis requires Recipient's review of Discloser's confidential information and that this data requires the highest degree of protection; Now, therefore, the parties agree to the following terms and conditions for such disclosure: 1) In consideration of the covenants and conditions contained herein, the Parties hereby agree to<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the following: Non-Disclosure/Confidentiality. a) Definition i) “Confidential Information” refers to the following items Discloser discloses to the Recipient: (1) Any information that is in written, graphic, machine readable, or other tangible form, and that Discloser designates as “Confidential, “specifically including, but not limited to, the BWC Information Systems Documentation containing file specifications and data definitions for files and reports which will be utilized under the contract to be awarded under RFP CSP903918; (2) Any oral or visual information Discloser designates as “Confidential” at the time of disclosure; (3) Any source code and any names of actual or potential Disclosers, whether or not marked as confidential; and (4) Any other nonpublic, sensitive or third party information that is possession of Discloser and is disclosed to Recipient under this Agreement. (5) Notwithstanding the foregoing, Confidential Information does not include information that: (a) Was already in the Recipient’s possession before disclosure by the Discloser, and the information was received by the Recipient without the obligation of confidence; (b) Is independently developed by Recipient without use of, or reference to, Confidential Information; (c) Is or becomes publicly available without breach of this Agreement except as provided in 2)a)i)(6); (d) Is rightfully received by the Recipient from a third party without an obligation of confidence; or (e) Is disclosed by the Recipient with the written consent of the Discloser. (6) Although some sensitive personal information, such as medical records, addresses, telephone numbers, and social security numbers may be publicly available through other sources, the Recipient shall not disclose or use such information in any manner except as expressly authorized in this Agreement. Therefore, notwithstanding (5)(c) above, the Recipient does have an obligation to maintain the confidentiality of such sensitive personal information, whether or not marked as confidential. b) Restrictions on Use. i) Recipient shall not use the Confidential Information for any purpose except to evaluate and prepare a response to RFP CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers’ Compensation Pharmacy Program, issued by DAS on behalf of Discloser, as contemplated by this Agreement. ii) Recipient: (1) Shall not disclose Confidential Information to any employee or subcontractor of Recipient unless such person needs access in order to facilitate the evaluation and preparation of a response to RFP CSP903918 and executes a nondisclosure agreement with the Recipient with terms no less restrictive than those of this Section 2)b); (2) Shall not disclose Confidential Information to any other third party without Discloser’s prior written consent; and (3) Shall not reproduce Confidential Information in any form except as required to facilitate the evaluation and preparation of a response to RFP CSP903918. iii) Without limiting the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. iv) Recipient shall promptly notify Discloser of any loss, release, misuse or misappropriation of Confidential Information. v) Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by 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|>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 Agreeme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt 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|>in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (d) Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning the confidentiality of Transaction Information and Evaluation Material, the standstill agreements, the no-solicitation agreement and the other covenants, undertakings and subject matter set forth in this Agreement. (e) Construction. The parties hereto acknowledge and agree that they have both participated in the negotiations and preparation of this Agreement. Accordingly, the parties further agree that no presumption or burden of proof shall be raised in any question of interpretation of this Agreement based upon any assertion that one party or the other has drafted this Agreement or any provision hereof. (f) Term. This Agreement, and the parties’ respective rights and obligations her<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eunder, shall terminate on the second anniversary of the date hereof; provided that any Evaluation Material that is a trade secret shall remain confidential for so long as such Evaluation Material is considered a trade secret under applicable law. Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter shall become a binding agreement between you and Vocus. Very truly yours, Vocus, Inc. By: /s/ Stephen A. Vintz Name: Stephen A. Vintz Title: Executive Vice President/Chief Financial Officer Accepted and agreed as of the date first written above. GTCR LLC By: /s/ Joseph Navea Name: Joseph Navea Title: Documentation Coordinator<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> which are hereby acknowledged, the parties do hereby agree as follows: 1. Certain Definitions. Terms with initial capital letters used herein that are not defined herein shall have the meanings provided for such terms in the Merger Agreement. As used herein, the term "Target Company" shall mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the surviving corporation in the Merger. 2. Restrictive Covenants. (a) Samples hereby acknowledges and agrees that (i) the know-how, trade secrets, intellectual property rights, marketing and operating techniques, contacts, customers, suppliers, technology and other aspects of the business of the Target Company and the Related Entities have been, and hereafter will be, of value to the Acquiror, the Target Company and the Related Entities and have provided, and hereafter will provide, the Acquiror, the Target Company and the Related Entities with substantial competitive advantage in the operation of their businesses; (ii) by virtue of his previous relationship with the Target Company and the Related Entities as an officer, director, shareholder and employee, he has detailed and substantial knowledge and possesses confidential information concerning the business, operations, pricing structure, customers, suppliers, personnel and competitive methods of the Target Company and the Related Entities; and (iii) he has substantial financial resources and experience in the business of owning, franchising, licensing and operating hotels and the ability to operate a business or businesses that could compete with the Acquiror, the Target Company, their respective subsidiaries and affiliates and the other Related Entities. (b) Samples agrees that, except for such disclosure as may be required by applicable law, he shall not, directly or indirectly, for himself or through or on behalf of any other person or entity, at any time after the date hereof, without the prior written consent of the Acquiror, reveal, divulge, disclose or communicate to any person, firm, association, corporation or other entity, or use, in any manner whatsoever any know-how, trade secrets, intellectual property rights, marketing and operating techniques, business contacts, client or customer lists, suppliers, technology, contracts or other confidential or proprietary information of the Target Company, any Related Entity or any of their respective affiliates (except Innco Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and Transamerican Properties, Inc. and T.I.P. Realty Partners, and any entity controlled by either of them and the Broadway Plaza Suites in Kansas City, Missouri); provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (i) it is a matt<|eot_id|> <|start_header_id|>assistant<|end_header_id|>er of common knowledge or public record or (ii) the Undersigned can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement. (c) Samples agrees that, for a period of five (5) years (or such lesser period hereinafter provided for) following the date hereof (the "Restricted Period"), he shall not, without the prior express written consent of the Acquiror: (i) except with respect to the Permitted Hotels (as defined below), call upon, solicit, divert, take away or attempt to call upon, solicit, divert or take away any existing or potential customers, suppliers or accounts of the Acquiror Companies, the Target Company or the Related Entities or their respective businesses in connection with any business substantially similar to the Business; (ii) hire or attempt to hire, for himself or on behalf of any other person, any present or future employee of the Acquiror Companies, the Target Company or any Related Entity; or (iii) own, lease, maintain, operate, franchise, license, manage, invest in or provide financing for, or give any advice to any person, firm, partnership, association, venture, corporation or other entity owning an interest in or engaging, directly or indirectly, in the management or operation of, (A) any Hilton Garden, Courtyard by Marriott or Doubletree Club hotel wherever located or (B) any other Upscale Hotel (as defined below) or Extended Stay Hotel (as defined below) located in the United States, Canada, Mexico or the Caribbean within a ten (10)-mile radius of any hotel now or hereafter operated under the "Wyndham," "ClubHouse," or "Homegate" brand, except for any such activity conducted for or on behalf of, or in conjunction with, any of the Acquiror Companies or, in the case of clause (B), Permitted Hotels (as defined below); provided, that if a hotel operated under the "Wyndham," "ClubHouse," or "Homegate" brand is announced for a location that is within a ten (10)-mile radius of any hotel that prior to the date of such announcement was in operation and is owned, managed or operated by any such entity in which Samples has also prior to such date commenced involvement of a type that would otherwise be restricted by clause (B), then this clause (iii) shall not require Samples to cease such involvement; or (iv) enter into any contract or make any commitment to take any action that is restricted by clauses (i), (ii) or (iii) above. (d) As used in the foregoing provisions, (i) the term "Upscale Hotel" shall mean any hotel or other lodging facility that is a full service hotel or facility of a type that is treated or classified as an "upscale hotel" or as part of the "upscale segment" of the lodging industry by Smith Travel Research or, if such a classification is not available from Smith Travel Research, by a similar reputable hotel industry service; (ii) the term "Extended Stay Hotel" shall me<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ting the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be disclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below and (z) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that such disclosure is permitted pursuant to Section 3 below. EnCana agrees to be responsible for any breach of this letter agreement by any of its Representatives. 2. Non-Disclosure of Discussions. Each Party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person (oth<|eot_id|> <|start_header_id|>assistant<|end_header_id|>er than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, that a party may make such disclosure if (i) based on the advice of such party's counsel, such disclosure is necessary to avoid committing a violation of, or to insure compliance with, any laws, rules or regulations, including any rules or regulations of any securities association, stock exchange or national securities quotation system and (ii) the disclosing party provides advance notice to the other party of the proposed disclosure and cooperates in good faith with respect to the timing, manner and content of such disclosure (to the extent consistent with its obligation to make disclosure). 3. Required Disclosure. In the event that EnCana or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any other facts or information, the disclosure of which is prohibited by this letter agreement, EnCana shall (i) provide TBI with prompt notice of any such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and (ii) consult with TBI as to the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or other remedy, or the receipt of a waiver by TBI, EnCana or any of its Representatives should nonetheless, based on the advice of such party's counsel, disclose the Evaluation Material and/or the facts or information covered by Section 2, EnCana or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material and/or such facts or information that such counsel advises is legally required to be disclosed; provided that EnCana gives TBI written notice of the Evaluation Material and/or such facts or other information to be disclosed as far in advance of its disclosure as is reasonably practicable and exercises its reasonable efforts to preserve the confidentiality of the Evaluation Material and/or such facts or other information, including, without limitation, by cooperating with TBI to obtain an appropriate protective order or other reliable assurance that confidential treatment<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ation of SAI. 1.1 Selling Shareholder agrees, during the period ending five years from the Effective Time ("Restricted Period"), neither Selling Shareholder nor any affiliate of Selling Shareholder shall conduct any of the following activities described in Sections 1.1.1, 1.1.2, and 1.1.3: 1.1.1 engage in Restricted Activities within the Restricted Area (as defined below); or 1.1.2 operate or promote within the Restricted Area a store using (or at least a 500 square foot area within a store dedicated to) a single price point retail concept selling goods at a single price point at or below $2.00; or 1.1.3 operate any variety, clearance, or close-out retail store in the same shopping center as any retail location of SAI existing as of the Effective Time or, in the case of an existing store of SAI not in a shopping center, within one-quarter mile of such retail location. 1.2 Selling Shareholder agrees that, at no time after the Effective Time for so long as Dollar Tree or its successors carry on the Business, shall Selling Shareholder or Selling Shareholder's Affiliates operate any business (a) under the names or names similar to "98 CENTS Clearance Center," "Clearance 98 CENTS Centers," "Everything 98 CENTS ... or less," or "Step Ahead Investments"; (b) advertise or promote outside or within <|eot_id|> <|start_header_id|>assistant<|end_header_id|>a store using the terms, or terms similar to "Everything 98 CENTS," 98 CENTS Clearance Centers," and "Clearance 98 CENTS Centers"; or (c) under any name containing the words "98 CENTS," "Tree," or "Super Dollar," including their plurals. 1.3 As used in this Agreement, the following terms have the following meanings: 1.3.1 a. While Selling Shareholder is a resident of California, "Restricted Area" shall mean all counties and cities in the States of California and Nevada in which SAI, as of the Effective Time, carries on the Business. The covenant not to compete in the Restricted Area shall be construed as a series of separate covenants with regard to such city or county in the States of California and in Nevada. b. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency "Restricted Area" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to compete in the Restricted Area shall be viewed as a series of separate covenants with regard to each state where either Dollar Tree or SAI carries on the Business. 1.3.2 "Restricted Activities" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00. 1.3.3 A "shopping center" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent. 1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood. 2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an "employee" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date. 3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of SAI or its affiliates relating to or useful in the operation of the Business, are and shall be SAI's property ("Property") and all such Property<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>reted 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; and shall continue in perpetuity thereafter. 4. UNDERTAKING OF CONFIDENTIALITY 4.1 The Buyer undertakes, towards and in favour of each of Aldes, the Business/es and the Seller/s (jointly and severally), with regard to and in respect of any and all of the Confidential Information and/or Confidential Materials, that it will keep same (irrespective of how same was disclosed to the Buyer) strictly confidential and secret and that it will hold same in absolute trust and confidence. 4.2 The Seller/s and/or the Business/es shall retain ownership of all their Confidential Information and/or Confidential Materials, which shall be deemed to be lent to the Buyer for the Purpose only. 5. LIABILITY 5.1 The Buyer acknowledges that it will be liable, responsible and accountable to each of Aldes, the Business/es and the Seller/s (jointly and severally) for a breach of this Agreement by itself or any of its related or inter related parties, employees, consultants, advisers and/or agents. 6. NON-CIRCUMVENT 6.1 The Buyer acknowledges that Aldes will be deemed and regarded (and will be) <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the effective cause of any transaction which may transpire and/or materialise between the Buyer and any Business/es and/or Seller/s. 6.2 The Buyer warrants and guarantees that it will never circumvent Aldes (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly), in negotiating or concluding any transactions, arrangements and/or agreements contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Seller/s and/or Business/es. For avoidance of doubt, the Buyer will at all times act in good faith and will only transact and deal with Seller/s and/or Business/es, via the brokerage, intervention and mediation of Aldes. 6.3 The Buyer acknowledges and agrees that Aldes is, will be and will remain entitled to receipt of its agreed brokerage commission (albeit due and payable by the Seller/s, the Business/es, the Buyer or any of them), should the Buyer (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly) or anyone else the Buyer may have introduced to the Business/es and/or Seller/s, conclude any agreements and/or transactions contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Business/es and/or Seller/s. 7. GENERAL 7.1 No alteration or variation to or of this Agreement shall be of any force or effect unless it is recorded in writing and signed by the Buyer and Aldes. 7.2 Any indulgence, latitude or extension of time which may be allowed by either of Aldes, the Seller/s and/or the Business/es shall not under any circumstances be taken as preventing any of them from exercising their rights contained in this Agreement. 8. BUYER’S INFORMATION 8.1 The Buyer notes that Aldes’ decision to introduce any Business/es for sale to the Buyer (and the Seller/s and/or Business/es decision to enter into discussions with the Buyer) is, in part, based on the information presented by the Buyer under and in terms of the Buyer’s Profile on the face of this Agreement. As such, the Buyer warrants and guarantees that all information presented and provided via and in terms of the Buyer’s Profile was, is and will remain true, complete and accurate and that it will immediately inform Aldes should there be any change in the information provided/presented. 9. FURTHER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS 9.1 Aldes may from time to time, dependant on the nature, scope and extent of information to be provided to the Buyer, require that the Buyer enter into and conclude further and/or additional confidentiality and non-disclosure agreements. Should the Buyer fail and/or refuse to enter into and conclude such further agreements, Aldes may, in its sole and absolute discretion, refuse to disclose further information to the Buyer regarding any and/or all Seller/s and/or Business/es. 9.2 It is noted and agreed that the Buyer and certain of the Seller/s and/or Business/es may from time to time enter into and conclude one or more confidentiality and/or non-disclosure agreements amongst, by and between themselves. It is noted and agreed that those agreem<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>o as to ensure that the proposed approach would not result in an obligation to: 3.5.1 consult with the Takeover Panel under Note 1(d) on Rule 2.2(e) of the Takeover Code or under Practice Statement 20; or 3.5.2 make an announcement under Rule 2.2(e) of the Takeover Code. 5. RETURN OF CONFIDENTIAL INFORMATION 5.1 You shall, upon request by us at any time: 5.1.1 promptly destroy or return to us (at your option) all hard copy documents and other materials which are in a form reasonably capable of delivery containing or reflecting the Confidential Information and all copies thereof and ensure the destruction of all Derivative Information and confirm to us in writing that you have complied with this paragraph 5.1.1; and 5.1.2 ensure that where Confidential Information has not been destroyed or returned under paragraph 5.1.1, all reasonable steps are taken to erase from any computer under your control any document, disk or file to the extent containing, reflecting or generated from any Confidential Information and that, following such erasure, no steps will be taken to access or recover such material, save that you will be entitled to retain such copies of such Confidential Information (a) to the extent required by law or regulation, (b) to the extent required by your internal compliance procedures, or (c) to the extent contained as back-ups or archives as a matter of reasonable routine process on your electronic information management and communications systems or servers and for which deletion or destruction would not be reasonably practicable (provided that no step will be taken to access or recover such Confidential Information and provided that such Confidential Information shall continue to be held subject to the terms of this agreement). 5.2 Any Confidential Information which, notwithstanding paragraph 5.1 is retained, will continue to be held subject to the terms of this agreement and you shall not further use or disclose to any person any such Confidential Information. 6. CON<|eot_id|> <|start_header_id|>assistant<|end_header_id|>TACT WITH US, THE JLT GROUP AND OTHERS 6.1 You shall direct all communications and questions regarding the Possible Transaction only to Geoffrey Howe, Dominic Burke or Derek Walsh of the Company or to Conor Hillery of J.P. Morgan or Tim Lewis or Katherine Moir of Clifford Chance LLP, save with prior consent from the Company. 6.2 You acknowledge and agree that any consent or authorisation required under this agreement shall only be given on our behalf by Geoffrey Howe or Derek Walsh of the Company. For the avoidance or doubt, written consent or authorisation may be provided by email. 6.3 Neither party shall (and each party shall procure that its directors, officers, employees, representatives and agents shall not) directly or indirectly, without the prior written consent of the other party, at any time during the period of 12 months from the date of this agreement: 6.3.1 except as otherwise permitted by this Agreement and subject to paragraph 6.4, initiate or knowingly engage in discussions in connection with the Possible Transaction with any shareholder, employee (including the JLT directors nominated by Jardine Matheson Holdings Limited (or its subsidiary) but excluding any other director of a Party who is also an employee), customer or supplier of or lender to any member of the other party's Group; or 6.3.2 solicit, engage or employ (whether paid or unpaid) any Restricted Person of the other Party. For the avoidance of doubt this restriction <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>l Information shall remain the property of the disclosing party. No license under any patent, trademark, copyright or other intellectual property or proprietary right is granted or implied to any information furnished by or on behalf of either party to the other party, whether or not Confidential Information. Each party acknowledges that the other party’s Confidential Information is highly valuable, confidential and proprietary to the other party and has been developed through the investment of significant time, effort and expense, and that maintaining the confidentiality of this Confidential Information is essential for the general successful operations of TTU and Company. 4. Miscellaneous. (a) Neither the holding of discussions nor the exchange of material or Confidential Information shall be construed as (i) obligating a party to enter into any agreement with the other party hereto; (ii) a commitment or obligation by a party to develop, sell or contract with respect to any products or services offered by the other party; or (iii) a license, partnership or joint venture between the parties. (b) The parties acknowledge and agree that all Confidential Information is provided “AS-IS” and without any warranty, express, implied or otherwise, regarding such Confidential Information’s accuracy or completeness. Each party understands and agrees that neither party shall have any liability whatsoever to the other party relating to or resulting from such party’s use of the Confidential Information or any errors therein or omissions therefrom. (c) This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Tennessee as executed and performed in that state without regard to conflicts of laws principles. This Agreement shall not be assignable by either party, in whole or in part, without the prior written consent of the other party; provided, however, that a party may assign this Agreement without consent in the event of a sale of securities or assets, merger or change of control of such party. Any assignment in violation of this Subsection 4(d) shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and permitted assigns of each party to this Agreement. (d) Failure or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof. In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. This Agreement contains the entire agreement between the parties concerning the Confidential Information disclosed hereunder and supersedes any prior agreements or understandings between the parties concerning the Confidential Information, and no modifications of this Agreement or waiver of the terms and conditions hereof will be binding upon either party unless approved in writing by each party. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the pa<|eot_id|> <|start_header_id|>assistant<|end_header_id|>per document bearing the original signature. (e) This Agreement shall be deemed to have been drafted by each party hereto. This Agreement shall not be construed against any party by reason of the drafting or preparation, and the parties expressly agree not to assert that any inference should be drawn against either party on the basis of which party drafted this Agreement. (g) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. IN WITNESS WHEREOF, the parties hereto have executed this 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|>Exhibit 10.22 NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT This Non-Disclosure, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into effective as of April 1, 2004 (the “Effective Date”), by and between Level 3 Communications, LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), on the one hand, and ICG Communications, Inc. (the “Parent”), a Delaware corporation, and ICG Telecom Group, Inc. (the “Company”), a Delaware corporation, and for and on behalf of any of their direct or indirect parents, subsidiaries, successors, or Affiliates (collectively referred to as “ICG” or the “Sellers”), on the other hand. RECITALS A. The Sellers are engaged in conducting a dial-up ISP business whereby the Sellers provide Internet access and other Internet-related services to Internet service providers and their customers. B. The Buyer and Sellers are parties to an Asset Purchase Agreement (the “Purchase Agreement”) dated as of April 1, 2004, pursuant to which Level 3 is purchasing from Sellers certain of Sellers’ assets (the “Acquired Assets”) used or held for use by Sellers in conducting the Sellers’ dial-up ISP business whereby the Company provides dial-up Internet access to Internet service providers and their customers, excluding the Company’s direct Internet access and primary rate interface businesses (the “Business”), as more fully described therein. Contemporaneous with this Agreement, Buyer and Sellers are closing and consummating the principal transactions contemplated by the Purchase Agreement. C. Sellers acknowledge that the Buyer would not enter into or close the Purchase Agreement without Sellers’ agreement to the terms and conditions of this Agreement, and the execution of this Agreement by Sellers is a condition precedent to the Buyer’s obligation to close under the Purchase Agreement. AGREEMENT NOW, THEREFORE, in consideration of the Buyer’s execution and delivery of the Purchase Agreement, the closing thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION 1.1 Non-Disclosure. Sellers shall not disclose or appropriate for their own use, or for the use of any third party, at any time, any trade secrets or confidential or proprietary information included in or related to the Acquired Assets or the Business as previously operated by Sellers, whether or not developed by Sellers including, without limitation, information pertaining to the customers, vendors, prices, profits, contract terms or operating procedures of Sellers relating to the Business or the Acquired Assets; provided, however, that Sellers may use any such trade secrets and confidential or proprietary information (a) if and to the extent used in their businesses other than the Business and (b) in connection with providing services pursuant to the Transition Services Agreement. 1.2 Non-Competition. For a period of three (3) years from and after the Effective Date (the “Restrictive Period”), Sellers shall not engage, directly or indirectly, through any other entity or with any person (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise), in any business activity which is in competition with the Business conducted by Buyer during the Restrictive Period. The foregoing<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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, provide services in the Business to those customers delineated on Schedule 1.02(c) of the Purchase Agreement, subject to and in accordance with Section 5.08 of the Purchase Agreement; provided such services shall be provided solely pursuant to the customer contracts listed on such Schedule 1.02(c) and the amount of such service shall not be materially greater than that provided to such customers by Sellers during the 60-day period prior to the Effective Date. 1.3 Non-Solicitation. During the Restrictive Period, without the prior written consent of the Buyer (which Buyer may withhold in the exercise of its sole, absolute, and arbitrary discretion), Sellers (including, without limitation, any successors) shall not induce or solicit, directly or indirectly, through any other entity or with any other person, (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise) any employee of the Buyer or its Affiliates who is involved in the managed modem business conducted by Buyer or any of its Affiliates, including, without limitation, the Business, to terminate the employee’s employment with the Buyer or any such Affiliate. 1.4 Remedies. Any breach of any of the covenants set forth in this Article 1 would result in irreparable damage to the Buyer. Consequently, and without limiting other remedies which may exist for a breach of this Agreement, the Buyer will have the right to enforce such covenants by obtaining a temporary restraining order, preliminary injunction, and permanent injunction restraining any violation hereof, pending or following a trial on the merits, without posting any bond and in addition to all other remedies available to the Buyer at law or in equity. 1.5 Reasonableness of Covenants. Sellers acknowledge and agree that the covenants contained in this Agreement ar<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: With a copy to: -----------------------------------------------------------------------------<|eot_id|> <|start_header_id|>assistant<|end_header_id|>---------------------------------------------------------- Attention: ----------------------------------- Fax No.: All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as ev<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 implemented in order to comply with legal and regulatory requirements and to demonstrate such financial advisor’s compliance with its obligations, and (ii) Representatives that are accounting firms may retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation, professional standards or reasonable business practice, and furthermore our Representatives that are accounting firms may disclose Evaluation Material to the extent required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder. Vector understands and acknowledges that, except pursuant to a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, (i) neither Captaris nor any of’ its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, (ii) nei<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ther Captaris nor its Representatives shall have any liability to Vector or to any of its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom, and (iii) only those representations or warranties which are made in any such final definitive agreement will have any legal effect. Captaris agrees that, for a period ending eight weeks after the date of this letter agreement, it will afford Vector and its Representatives, reasonable access to the information described in Exhibit A and the books, contracts, commitments and records of Captaris and its subsidiaries relevant thereto, unless and until Vector and Captaris have reached a non-binding consensus regarding basic deal terms, at which time access will broaden to include all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of Captaris and its Subsidiaries as Vector may reasonably request and that is in the possession or control of Captaris. In consideration of the Evaluation Material being furnished by Captaris hereunder, Vector hereby agrees that, for a period of twelve months from the date hereof, it will not, and will not encourage or assist its affiliates to, solicit for employment (a) any officers or other senior key employees of Captaris or any of its business units so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris, and (b) any of the other employees of Captaris or any of its business units with whom Vector has had contact or who Vector first became aware of during the period of its investigation of Captaris, so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris. Nothing in the foregoing clause (b) shall preclude Vector from hiring any person who (i) initiates discussions with Vector regarding such employment without any direct or indirect solicitation by Vector, (ii) has ceased to be employed by Captaris prior to commencement of direct or indirect employment discussions between Vector and such person, or (iii) responds to any general solicitation placed by Vector or any recruitment agency on Vector’s behalf. Vector agrees that, for a period (the “Standstill Period”) ending on the earliest of (i) six months from the date of this agreement and (ii) the occurrence of a “Significant Event” (as defined below), unless it shall have been specifically invited in writing by Captaris, neither Vector nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will in any manner, directly or indirectly, (a) effect or publicly seek, offer or propose to effect, or cause or participate in or in any way assist any other person to effect or publicly seek, offer or propose to effect or participate in, (i) any acquisition of 5% or more of the securities (or beneficial ownership thereof) or consolidated assets (including securities of subsidiaries) of Captaris; (ii) any tender or exchange offer, merger or other business combination involving Captaris or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Captaris 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<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>formation that: a. The Recipient can demonstrate was already known to the Recipient prior to the disclosure by the Discloser; or, b. has become publicly known through no wrongful act of the Recipient; or, c. was received by the Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the Discloser's Confidential Information; or, d. was independently developed by the Recipient without use of the Discloser's Confidential Information; or e. was ordered to be publicly released by the requirement of a government agency. In this regard, the Parties understand that the Discloser is subject to Florida's Public Records Act, Chapter 119, Florida Statutes, and that section 1004.22, Florida Statutes, provides limited protection of documents received by the Discloser. 6. Compelled Disclosure of Confidential Information. a. The Recipient may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Recipient promptly notifies, to the extent practicable. b. The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, with respect to any such request for a protective order or other relief to preserve the confidentiality of the Confidential Information. c. Notwithstanding the foregoing, if the Discloser is unable to obtain or does not seek a protective order and the Recipient is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. 7. Term. a. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and considering the Transaction at the end of the second year) or the term of the contract, whichever is greater. b. Notwithstanding the foregoing, the parties' duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely. 8. Remedies. a. The Parties acknowledge that the Confidential Information is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information could cause irreparable harm to the Party and the general public. b. Therefore, the Parties shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. c. The Discloser shall be entitled to recover its costs and fees, including reasonable attorneys' fees, incurred in obtaining any such relief. The Recipient further acknowledges that the unauthorized disclosure of certain information pertaining to "Critical Assets" or "Critical Infrastructure" may constitute a violation of state and federal law. 9. Return of JEA Confidential Information. The Recipient shall immediately return and redeliver to the other all tangible material embodying the JEA Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deri<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> reference to any Confidential Information. Notwithstanding the foregoing, (i) any Confidential Information shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the possession of the receiving party, and (ii) any combinat<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ion 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 receiving party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the receiving party. Notwithstanding anything contained in this Agreement, other than in the case of an External Demand (as defined below), the receiving party may disclose either the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect to t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>lose Classified Information by subpoena, law or other directive of a court, administrative agency, or arbitration panel, the Recipient will provide VELCO with immediate notice of such request in order to enable VELCO (and Recipient shall cooperate fully with VELCO) to seek an appropriate protective order or other remedy. Recipient shall also consult with VELCO to identify steps available to quash or narrow the scope of such request or legal process. VELCO may in its sole discretion waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or VELCO waives compliance, the Recipient shall furnish only that portion of the Classified Information which the Recipient/’s counsel advises is legally required to comply with a governmental order or directive and shall exercise best efforts to obtain assurance that confidential treatment will be accorded such Classified Information. 6. In the event that VELCO, in its sole discretion, so requests, the Recipient will promptly return to VELCO or destroy in accordance with VELCO’s instructions, all Classified Information, including all copies, reproductions, compilations, analyses or extracts thereof, whether electronic or paper media. 7. Change in Status. If there is a change in status of the Recipient to his/her employer, he/she must inform VELCO immediately in writing at the address given above (Attention: Information Protection Coordinator) and follow VELCO’s instructions with respect to disposition of the Classified Informat<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ion. 8. CEII and BCSI “on Loan”. CEII and BCSI information provided pursuant to this Agreement is “on loan.” If the Recipient is an employee of a federal or state agency, he/she must note that the Classified Information is not the property of the agency, and is not subject to Freedom of Information Act, Vermont’s Public Records Act , or similar statutes. In addition, if the Recipient is an employee of the State of Vermont, he/she must note that the information qualifies under federal law for restricted and limited use/distribution, and may be disclosed only to specifically designated persons, and in both cases, with prior VELCO approval. 9. No Warranty. The Classified Information is provided “as is” with all faults. In no event shall VELCO be liable for the accuracy or completeness of the Classified Information. VELCO shall not have liability to the Recipient, or any other person or entity, for the Recipient’s use of any Classified Information disclosed pursuant to this Agreement. 10. Equitable Relief; Audit. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Recipient agrees that any breach of this Agreement would cause VELCO substantial and irreparable harm and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, VELCO shall have the right to specific performance and other injunctive and equitable relief, it being acknowledged that legal remedies are inadequate. VELCO may audit the Recipient’s compliance with this Agreement. 11. Survival. The Recipient/ remains bound by these provisions unless VELCO rescinds the Classified Information designation. 12. No Waiver. The Recipient understands and agrees that no failure or delay by VELCO in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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. c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii<|eot_id|> <|start_header_id|>assistant<|end_header_id|>. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. 3. Applicable law and arbitration a. The Parties shall first attempt to settle amicably any dispute arising out of this Agreement. Any dispute that cannot be settled amicably between the Parties shall be exclusively resolved by arbitration. The arbitration rules of [ … ] shall be applicable. The place of any hearing shall be [ … ] and the language of the arbitration shall be [ … ]. b. This Agreement shall be governed by the laws of [ … ], without regard to any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction. c. If at any time any provision of this Agreement is or becomes invalid or illegal in any respect, this shall have no effect on the validity of the remaining contractual provisions. The invalid provisions are to be replaced, backdated to the time of their becoming ineffective, by provisions which come closest to achieving their objective as agreed by the Parties. 4. Assignment a. This Agreement may not be assigned by a Party hereto without the express written consent to such assignment by the other Parties. 5. Other a. No amendment or modification 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 authorised officers or representatives. b. This Agreement shall be valid when signed by duly authorised representatives of the Parties and shall be binding on each Party for 10 (ten) years as from the date of signature of the last signatory, even if at the end of the negotiations a data sharing agreement is not signed between the Parties, or until such time as the Information enters into the public domain. This Agreement shall be executed in multiple counterparts which together shall constitute but one original. Signed Dated <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>h disclosure and shall comply with any applicable protective order or equivalent); or (vii) is approved for release by written authorization of the disclosing party. 2. Obligations of Receiving Party. The receiving party will protect Confidential Information by using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Confidential Information as the receiving party uses to protect <|eot_id|> <|start_header_id|>assistant<|end_header_id|>its own confidential or proprietary information. The receiving party will neither disclose nor copy Confidential Disclosure except as necessary for its employees, agents or representatives with a need to know, provided that any such employee, agent or representative shall have agreed in writing, as a condition to his or her employment or engagement or in order to obtain Confidential Information, to be bound by non-disclosure and non-use obligations substantially similar to this Agreement. Any copies which are made will be identified as belonging to the disclosing party and shall be reproduced with the disclosing party's proprietary rights notices in the same manner in which such notices appear in the original copy provided by the disclosing party. The receiving party will not use the Confidential Information for any purpose except to evaluate a business relationship with the disclosing party or otherwise in pursuance of such 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|>er; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party’s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, <|eot_id|> <|start_header_id|>assistant<|end_header_id|>further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company’s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives. (b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential Information; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>na, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 4. Return of Materials. Upon request of UNIVERSITY at any time VENDOR shall return all or such part of the Confidential Information as UNIVERSITY may designate to be returned. In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. 5. Loss of Access. VENDOR’S disclosure of Confidential Information to third parties without UNIVERSITY’S authorization, or VENDOR’S failure to return or destroy Confidential Information per Provision 4, above may result in the UNIVERSITY or the U.S. Department of Education denying VENDOR access to Confidential Information for a period of at least five years. 6. Immediate Notice. VENDOR shall give UNIVERSITY immediate notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR, or its employees, agents, contractors, or subcontractors of their obligations under this Agreement, upon learning of same. 7.<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Appropriate Forum. VENDOR and UNIVERSITY agree that this Agreement is entered into in the State of Arkansas and that the legal forums located in the State of Arkansas are the appropriate forums in the event any party seeks legal action or injunctive relief under this Agreement. Both parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas. 8. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 9. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 10. Entire Agreement Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and UNIVERSITY. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform. 11. Original Copy. Signed originals of this agreement will be kept on file in the Office of the Information Technology, Arkansas State University, Jonesboro, Arkansas. Copy of signed originals will be provided to VENDOR. IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives. VENDOR Signature:Date: PrintName:Title: ARKANSAS STATE UNIVERSITY-JONESBORO Signature:Date: PrintName:Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ecipient or any person to whom the Recipient discloses such information; or (iv) is received by a third party without breach of this Agreement or any other obligation to maintain the confidentiality of such information; (v) is independently developed by Recipient; or (vi) is approved for release by written authorization of Owner; or (vii) is disclosed pursuant to the lawful requirement or request of a governmental agency, or disclosure is required by operation of law. 4. Each of the Parties agrees, unless otherwise required by law, not to disclose to any other person the fact that the Confidential information has been made available to the other Party, that discussions or negotiations are taking place concerning the Transaction between the Parties, or any of the terms, conditions or other facts with respect thereto (including the status thereof). 5. All written data delivered by Owner to the Recipient pursuant to this Agreement shall be and remain the property of Owner, and all such written data, and all copies thereof, shall be promptly returned to Owner upon written request, or destroyed at Owner's option. 6. This Agreement shall be binding on, and shall inure to the benefit of, t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>he Parties hereto, their heirs, successors, and assigns. 7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressed, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement. 8. This Agreement shall be construed, interpreted, and enforced pursuant to the laws and judicial precedents of the State of California, without reference to principles of conflicts of law. 9. This Agreement may be amended only by a written instrument duly executed by each of the Parties. 10. The undersigned represent and warrant that they are authorized to enter this Agreement and to be bound by the terms of this Agreement. 11. Neither Party makes any representations or warranties as to the accuracy or completeness of the Confidential Information and neither Party shall have any liability to the other resulting from any use of the Confidential Information which is consistent with this Agreement. 12. Without impairing any other provision hereof, each Party hereto will promptly advise the other of any breaches of this Agreement. 13. Nothing in this Agreement shall impose any obligation upon the Parties hereto to consummate a Transaction or to enter into any discussion or negotiations with respect thereto. 14. This Agreement shall be effective from and after the date set forth below and shall terminate eighteen months thereafter. IN WITNESS WHEREOF, the Parties hereto agree that the effective date of this Agreement shall be June 20th, 2000. Tribune Company By: /s/ David D. Hiller Title: President, Tribune Interactive, Inc. Date: June 20, 2000 Knight-Ridder, Inc. By: /s/ Daniel J. Finnigan Title: Vice President Date: June 20, 2000 CareerBuilder, Inc. By: /s/ James A. Tholen Title: Senior Vice President and Chief Financial Officer Date: June 20, 2000<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>pective roles as discloser of Confidential Information and recipient of Confidential Information. 2. Confidential Information. Information that shall be considered "Confidential Information" shall be (i) any Information disclosed by Micro Focus, Individual, or another TTP member on the TTP mailing list or during a TTP meeting that contains information regarding the Discloser’s network or business environment or experiences, or information regarding the business plans or personnel or finances of the Discloser, (ii) any information Discloser can show should be reasonably understood to be proprietary to Discloser, and (iii) information marked in writing as "confidential." Confidential Information does not include information that (1) is already in Recipient’s possession without obligation of confidence; or (2) Recipient independently develops; or (3) is or becomes publicly available without breach of the Agreement; or (4) Recipient rightfully receives from a third party without obligation of confidence; or (5) Discloser releases for disclosure by giving written consent; or (6) is required to be disclosed by court or regulatory rule or order. 3. Permissible Use. Recipient may use and disclose the Confidential Information among its internal information technology and management staff for its own internal business purposes. Either party may also disclose on the TTP mailing list Confidential Information previously received on the TTP mailing list or during TTP meetings. Micro Focus may post for use of the TTP program a list of the organizations and individuals that have signed a Micro Focus TTP Non-disclosure Agreement. 4. Obligation of Confidentiality. For a period of 3 years from the date of disclosure, Recipient agrees to use<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the same care and discretion as it uses with its own confidential information to avoid, except as expressly permitted in this Agreement, disclosure or publication of Discloser’s Confidential Information. At a minimum shall Recipient use reasonable care to protect Confidential Information. 5. Ownership. All Confidential Information remains the property of the Discloser and/or its licensors. 6. Freedom of Use. Recipient shall be free to use for any purposes Residuals resulting from access to or work with Discloser’s Confidential Information. However, the foregoing does not give Recipient the right to disclose the financial, statistical, or personnel information or the business plans of Discloser, and shall not be deemed to grant to either party a license under the other party’s copyrights or patents. The term "Residuals" means information which may be retained in non-tangible form by persons who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel. Except as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement. 7. Termination. This Agreement shall begin on the date it is executed and shall extend until that date which is six (6) months after the date on which Individual ceases to be a participant in TTP. Either party may terminate this Agreement for its convenience upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser’s request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. Upon Agreement termination, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms. 8. Disclaimer. All Confidential Information is provided AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the Confidential Information, that it will release any related product, or that target dates will be met. The entire risk arising out of the use of the Confidential Information remains with Recipient. Discloser may change or cance<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 orally shall be considered Confidential Information if Discloser so indicates. Additionally, information furnished by Discloser shall be deemed Confidential Information if it is obvious from its content, in the context under which it is furnished. 3. Subsequent Notice of Confidentiality. Discloser may give notice in writing that written or verbal information that has been previously furnished, but not declared confidential, is in fact confidential. This information is to be treated as Confidential Information by Recipient from the time of receipt of said notice. That being said, Recipient shall make every reasonable effort to mark all written copies of such information under its control as “Confidential” or “Proprietary” and to make every reasonable effort to inform Discloser of any disclosures by Recipient to third parties of such information that may have occurred between the time of receipt of the information and r<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eceipt by Recipient of notice that such information is confidential. Recipient has no responsibility to attempt to control the use of such information by such a third party. 4. Term, Non-Disclosure and Use. For a period of two (2) years from the date of receipt, all Confidential Information shall be maintained in confidence by Recipient, shall not be disclosed, published, communicated, divulged or revealed in any manner, to any other person, firm, corporation or other third party entity, including employees of Recipient who do not have a need to know, or who should not know any such details pertaining to Confidential Information in the course of their employment, except as may otherwise provided in this Agreement. Recipient further affirmatively agrees not to use any Confidential Information received from Discloser except for the express purposes set forth herein. 5. No License Granted. Except as expressly provided herein, this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights or licenses to Recipient, by the furnishing of Confidential Information by Discloser to Recipient pursuant to this Agreement. 6. Ownership and Return of Confidential Information. All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of Discloser. Upon request, or if either party elects not to pursue any further business undertaking with the other, Recipient shall promptly return all tangible information, including any and all copies or partial copies thereof and thereupon confirm destruction of all information held electronically. 7. No Warranty. No warranty or representation is made by Discloser that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. 8. Equitable Relief. Discloser and Recipient agree that it would be impossible or inadequate to measure and calculate Discloser’s damages from any breach of the covenants set forth herein, especially with regard any breach associated with Confidential Information that was to be maintained behind the Information Barrier. Accordingly, the Recipient agrees that in the event of a breach of any of the covenants contained in this Agreement, Discloser will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Recipient further agrees that no bond or other security shall be required in obtaining such equitable relief and that Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance. If any action or proceeding is brought to enforce this Agreement because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, should it prevail, Discloser shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled. 9. Effective Date. This Agreement shall become effective as of date hereof and shall terminate upon the express written termination by either one of the parties hereto. Termination of the Agreement shall not relieve either party of any obligation set forth in Paragraphs 4 or 6 with respect to Confidential Information, and all such obligations shall co<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>py of all Confidential Information in its legal department solely for archival and compliance purposes and its external advisors, if any, may keep one copy of their Confidential Information in accordance with the laws and professional standards applicable to them. 6. No Other Rights. The parties recognize and agree that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the disclosing party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Each receiving party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the disclosing party. 7. Standstill. Company hereby acknowledges that, unless otherwise agreed in writing by Spark, for a period of twelve (12) months from the date of this Agreement (the “Restricted Period”) none of Company, nor any of its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) who are provided with Confidential Information or become aware of Company’s discussions with Spark, will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of Spark’s assets or <|eot_id|> <|start_header_id|>assistant<|end_header_id|>businesses, or similar transactions involving Spark or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to Spark; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of Spark (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of Spark’s outstanding voting securities or consolidated assets, is referred to as a “Business Combination”), (ii) propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of Spark, (iii) nominate any person as a director of Spark, or (iv) propose any matter to be voted upon by the stockholders of Spark; (c) directly or indirectly, form, join or in any way participate in a third party “group” (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any voting securities (including in derivative form) of Spark or a Business Combination involving Spark; (d) request Spark (or any of its officers, directors or representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) in a way which would require Spark to publicly disclose the same; or (d) take any action that could require Spark to make a public announcement regarding a potential Business Combination; provided, however, that nothing in this paragraph shall prohibit Company from make a confidential proposal to Spark or Spark’s Chairman of the Board of Directors for a transaction involving a Business Combination at any time for a transaction involving a Business Combination. Notwithstanding the foregoing provisions of this paragraph to the contrary, the foregoing restrictions set forth in this paragraph shall immediately and automatically terminate and cease to apply with respect to Company and its Affiliates without any further action in the event that (A) Spark’s board of directors (or a committee thereof) approves, or Spark enters into a definitive agreement providing for, a Business Combination, (B) a third party commences, or announces an intention to commence, a tender or exchange offer, the consummation of which would constitute a Business Combination and (i) the boar<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ving Party will not disclose the Confidential Information to third parties or to Receiving Party(cid:146)s employees except employees who are required to have the information in order to carry out the contemplated business. Receiving Party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized persons. Return of Materials. NO materials or documents which have been furnished by Submitting Party to Receiving Party will be returned, but instead will be disposed of in an appropriate manner to maintain confidentiality. Patents or Copyrights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of Submitting Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into any proposed business relationship with Submitting Party. Term. The commitments in this Agreement shall terminate two (2) years following the date of disclosure of the Confidential Information. Miscellaneous. This Agreement shall be binding upon Receiving Party and for the benefit of Submitting Party, its successors and assigns. This Agreement may not be assigned without consent of Submitting Party. Receiving Party shall not through operations of succession or otherwise place Confidential Information in the hands of a competitor of Submitting Party. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York without regard to principles of conflict of laws of such state. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining terms of this Agreement shall constitute their agreement with respect to the subject matter hereof, and all of its remaining terms shall remain in full force and effect. Export Restriction. Recipient agrees it will not in any form export, reexport, resell, ship or divert or cause to be exported, reexported, resold, shipped or diverted, directly or indirectly, any product or technical data or software furnished hereunder or the direct product of such technical data or software to any country for which the United States Government or any agency thereof at the time of export and reexport requires an export license or other governmental approval without first obtaining such license or approval. Entire Agreement. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this agreement shall not constitute a waiver thereof or of any other provision hereof. This agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives and to become effective as of the Effective Date first written above. "Receiving Party" "Subm<|eot_id|> <|start_header_id|>assistant<|end_header_id|>itting Party" By: By: Title: Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 10.34 NON-DISCLOSURE/NON-COMPETE AGREEMENT THIS NON-DISCLOSURE/NON-COMPETE AGREEMENT (this “Agreement”) is made this 28th day of February, 2014 by and between TROY HOLDINGS INTERNATIONAL, INC., an Ontario Canada corporation (the “Seller”), EPAZZ, INC., an Illinois corporation (the “Purchaser”), TELECORP PRODUCTS, INC., a Michigan corporation (the “Company”), Troy Inc. (“Shareholder”), ANA MISRA, an individual (“Misra”) and SCOTT MacCANNELL, an individual (“MacCannell”) (Misra and MacCannell are also hereinafter referred to as “Key Personnel”). RECITALS: A. The Purchaser is purchasing the stock of the Company, pursuant to that certain Stock Purchase Agreement dated February 21, 2014 (the “SPA”). B. The Seller and Shareholder each acknowledges that the Seller and the Shareholder have received and/or will receive su<|eot_id|> <|start_header_id|>assistant<|end_header_id|>bstantial and adequate monetary consideration and benefits in return for entry into the SPA and this Agreement and that the Seller and the Shareholder have freely chosen to enter into the terms of this Agreement. C. The Key Personnel each acknowledge that each is an officer of Seller and has received and/or will receive substantial and adequate monetary consideration and benefits in return for entry into this Agreement and that each has freely chosen to enter into the terms of this Agreement. NOW, THEREFORE, in consideration of the Recitals and covenants and agreements, hereinafter contained, the parties agree as follows: 1. Incorporation by Reference. The Recitals are incorporated and made a part of this Agreement by reference thereto. 2. Non-Disclosure. As a material part of the consideration given and received by the parties in connection with the SPA: a. Seller, Key Personnel and Shareholder, jointly and severally, acknowledge and agree that in the course of ownership and/or employment with the Company that Seller, Key Personnel and Shareholder have acquired and/or the Company has and will continue to provide Seller, Key Personnel and Shareholder with, or access to information regarding the business, procedures, activities and services of the Company, including but not limited to, memorandum, files, forms, techniques, methods and procedures, programs, customer accounts and customer lists, supplier lists, costs and prices of the Company, and customer needs, requirements and business affairs (hereinafter referred to collectively as the “Proprietary Property”) as is necessary or desirable to assist him in his activities on behalf of the Company. b. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company. c. Seller, Key Personnel and Shareholder covenant and agree that<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> advisors, investment banks, the agents and lenders under the Receiving Party’s existing credit facilities, attorneys and accountants) (“Representatives”) who have a need to know such information for purposes of evaluation and completion of the Transaction; provided that such Representatives shall be bound by terms of confidentiality and non-use consistent with those set forth in this Agreement. Each party will direct its Representatives not to disclose to any other person either: (a) the fact that the Confidential Information exists or has been made available to the Receiving Party, (b) that the parties are considering the Transaction, or (c) that discussions or negotiations are taking place or have taken place between the parties concerning the Transaction or any of the terms, conditions or other facts relating to the Transaction with the Receiving Party or such discussions or negotiations, including the status thereof or the subject matter of this Agreement (the matters described in the foregoing clauses (a)-(c) being referred to herein as “Transaction Information”). Each party agrees to be responsible for any breaches of any of the provisions of this Agreement by any of its Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy a party may have against the other party’s Representatives with respect to such breach). 3. The term Confidential Information does not include any information which: (a) is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement or other obligation of confidentiality, or (b) is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or its Representatives) who is not known by the Receiving Party to be prohibited from<|eot_id|> <|start_header_id|>assistant<|end_header_id|> disclosing such information by a legal, contractual or fiduciary obligation, or (c) is already in the Receiving Party’s or its Representatives’ possession (other than information furnished by or on behalf of the Disclosing Party), or (d) is independently developed by a party or any of its Representatives without violating any of such party’s obligations hereunder or without reference to the Confidential Information. 4. Unless otherwise agreed to by PBI in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to one or more members of the Pitney Bowes Corporate Development Department (the “PBI Contacts”). Contact information for the PBI Contacts is included in Exhibit A to this Agreement. Unless otherwise agreed to by Borderfree in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to any of the contacts at Borderfree included in Exhibit A to this Agreement (the “Borderfree Contacts”). 5. Notwithstanding anything to the contrary provided in this Agreement other than, and subject to, Section 12 of this Agreement, in the event the Receiving Party or any of its Representatives receives a request pursuant to or is required by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an “External Demand”) to disclose all or any part of the Disclosing Party’s Confidential Information or Transaction Information, the Receiving Party or its Representatives, as the case may be, agree to (to the extent practicable and legally permissible) (a) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such External Demand, (b) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (c) assist the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained, unless the Disclosing Party waives compliance with the provisions hereof, the Receiving Party or its Representatives, as the case may be, may disclose only that portion of the Confidential Information or Transaction Information which it or its Representatives are advised by counsel is legally required to be disclosed and to only those persons to whom the Receiving Party or its Representatives are advised by counsel are legally required to receive <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>al the Information to their Representatives (a) who need to know the Information for the purpose of evaluating the Transaction, (b) who are informed by the Parties of the confidential nature of the Information and are provided with a copy of this Agreement, (c) who agree not to disclose any of the Information to any other party and (d) who agree to act in accordance with the terms of this letter agreement to the same extent as if they were parties hereto. The Parties will cause their Representatives to observe the terms of this letter agreement, and they will be responsible for any breach of this agreement by any of their Representatives. 2. In the event that the Parties or any of their Representatives are requested pursuant to, or required by, applicable law, regulation, rules of any national stock exchange, or legal process to disclose any of the Information, the Parties must notify each other promptly so that they may seek a protective order or other appropriate remedy or, in the sole discretion of the party that initially furnished such Information, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or that the Parties waive compliance with the terms of this letter agreement, the Parties will furnish only that portion of the Information which they are advised by counsel is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. 3. If COMPANY or COMSYS determines not to proceed with the T<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ransaction, they will promptly inform the other Party of that decision and, in that case, and at any time upon request of COMPANY or COMSYS or any of their Representatives, the other party will either (i) promptly destroy all copies of the written Information in its or its Representatives’ possession and confirm such destruction to the initiating company in writing or (ii) promptly deliver to the initiator of such action all copies of the written Information in its or its Representatives’ possession. Any oral Information will continue to be subject to the terms of this letter agreement. Notwithstanding anything contained in the foregoing to the contrary, either Party may retain in the files of its legal counsel such documents and records as are required to be maintained in order to satisfy any law, rule, or regulation to which the Party is subject or for the purpose of determining its continuing obligations under this Agreement, including any rule of any national stock exchange. Furthermore, if a legal proceeding has been instituted to seek disclosure of the Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered. 4. Neither Party hereto <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> notify Evolent if any of the Persons added to such list are in an Active Sales Process with ABCO and shall therefore be removed from such list, and (ii) no Person shall remain on the list of Evolent Top Prospects for more than (x) twelve (12) consecutive months, in the case of potential Evolent customers without a signed agreement with Evolent, or (y) twenty-four (24) consecutive months, in the case of potential Evolent Clients that signed an agreement for Blueprint Services with Evolent before or within twelve (12) months of being added to the list of Evolent Top Prospects. 1.10 “Exclusive TPA Services” means certain services as set forth on Schedule 1 of the UPMC Reseller Agreement (as in effect on the Effective Date), to the extent that UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (“UPMC”), has the exclusive right to provide such services to Evolent, for resale by Evolent to its customers. 1.11 “Disclosing Party” means a Party that provides Confidential Information to the other Party, or the other Party’s Affiliates. 1.12 “Governmental Authority” means any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international. 1.13 “Law” means all international, federal, country, state, provincial, local and other laws, rules and regulations, declaration, decree, directive, legislative enactment, order, code, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority, as the same are promulgated, supplemented or amended from time to time. 1.14 “Loss” individually, and collectively, “Losses” means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of Law, settlements and judgments of any kind or nature whatsoever. 1.15 “Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority. 1.16 “Receiving Party” means a Party that receives Confidential Information from the other Party or the other Party’s Affiliates. 1.17 “Statement of Work” or “SOW” means an agreement by and between ABCO and Evolent that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable. 1.18 “UPMC Reseller Agreement” means that certain Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC and Evolent dated as of [the Effective Date]. 2. SERVICES TO BE PROVIDED BY ABCO. 2.1 General Services: 2.1.1 Minimum Purchase. The Parties hereby acknowledge and agree that Evolent has purchased from ABCO a minimum of Two Hundred Thousand Dollars ($200,000) of services (as described in Section 2.2.1) (the “Original Minimum Purchase”) for delivery between the Original Effective Date and the first anniversary thereof. 2.1.2 Statements of Work. The specific description, price, service levels (if ap<|eot_id|> <|start_header_id|>assistant<|end_header_id|>plicable) and other project, service, and/or customer-specific terms for a particular service that may be provided by ABCO to Evolent (each, a “Service”, and collectively, the “Services”) shall be set forth in a Statement of Work that will be created on a project by project basis. 2.2 Right of First Offer and Process for Invoking: 2.2.1 Applicable Services. Throughout the Term, ABCO shall have the right of first offer to provide the following services to Evolent and Evolent’s customers: (a) Physician practice management consulting and other physicia<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 o n- d i s c l o s u re A g re e m e n t Entrusting party (Party A): Recipient (Party B): Shenzhen Artop Inno Co. Ltd (Hereinafter: “Recipient”) Both Entrusting party and the Recipient will also be together referred to as the “Parties”. WHEREAS: a) Entrusting party (Party A) and Recipient (Party B) Propose to conduct discussions and negotiations regarding the cooperative project. Exchanging of relevant business and technical information is required for the ongoing business discussions or cooperation between Entrusting party and Recipient with respect to (Project name) , this agreement is entered into by and between Entrusting party and Recipient through friendly consultations and under the principle of mutual benefit and joint development. b) In the course of discussing, evaluating and negotiating the proposed agreement, Entrusting party and Recipient have agreed to enter into confidentiality obligations. 1. Definition of Confidential Information Confidential information refers to date and information with respect to relevant businesses and technical information, whether in written or other forms, that have been disclosed by either Entrusting party or Recipient with clear label or designation of "Confidential information" (hereinafter referred to as "Confidential information"), excluding the following date and information: Technical information or design concepts that are already or to be make public available, except those disclosed information by either Entrusting party or Recipient or their representatives in violation of this agreement and without one party’s authorization. Neither Entrusting party nor Recipient party shall disclose or make public any confidential information to a third party(including the press) or otherwise make use of the confidential information without the written approval or authorization of the other party; Both parties are obliged to instruct their representatives not to disclo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>se or make public any confidential information to a third party(including the press) or otherwise make use of the confidential information; Unless the disclosure, publicity and application of the confidential information is necessitated by the due performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances(including obligations to be assumed by both parties in the future pursuant to the law and contracts signed by the two parties). The following items are not covered by the concept of this Confidential Information: (i) Information in the public domain at the effective date of the Confidentiality Agreement or information which becomes part of the public domain other than through non-compliance with the Confidentiality Agreement. (ii) Information that was already in the Recipient's possession before the Recipient received it from Entrusting party. (iii) Information that the Recipient has obtained from a third party without any obligation to keep the information secret. (iv) Information that the Recipient has obtained by unlawful means from and out of the domain of either parties beyond despite the due care and diligence exercised by either parties. Both parties shall strictly limit the access to the confidential information to their responsible repr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 provided, or unless the context otherwise requires, be deemed to refer to the specific sections or articles in this Agreement. The words "herein", "hereof", "hereunder", "hereinabove" and other words of similar import refer to this Agreement as a whole and not to any particular section, subsection or article hereof. Whenever a party to this Agreement agrees or is under an obligation not to unreasonably withhold its consent or approval to any matter, it shall be construed that such party is obligated not to unreasonably withhold, delay or condition its consent or approval. Section 17. Illustrative Terms. Whenever the word "including", "includes" or any variation thereof is used herein, such term shall be construed as a term of illustration and not a term of limitation. For example, the term "including" shall be deemed to mean "including, without limitation", and the term "includes" shall be deemed to mean "includes, without limitation".<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Section 18. Joint Preparation. This Agreement shall not be construed more strictly against any party because the party or its legal representatives participated in its drafting. Section 19. Response to Subpoena. Recipient shall promptly notify State if it receives a subpoena or other legal process seeking the disclosure of Confidential Information. Such notification shall be provided in a timeframe that allows State a reasonable amount of time to respond to the subpoena, object to the subpoena, or to otherwise intervene in the action to which the subpoena pertains. Section 20. Notification of Claims. Recipient shall promptly notify State upon notification or receipt of any civil or criminal claims, demands, causes of action, lawsuits, or governmental enforcement acti<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 by the Recipient or the automatic archiving by Recipient of Confidential Information of the Provider pursuant to this Section 5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement with respect to such Confidential Information. 6. Limitation on Soliciting Employees. During the 12 month period commencing on the date of this Agreement, each Party agrees that neither it nor any of its direct or indirect subsidiaries who is or becomes aware of the negotiation of a possible Transaction between the Parties shall solicit for employment any employee of the other Party (or any of such other Party’s direct or indirect subsidiaries) with whom it (or any of its direct or indirect subsidiaries) came into contact in connection with a possible Transaction; provided, however, that this Section 6 will not prevent either Party or its direct or indirect subsidiaries from making generalized searches for employees by causing to be placed any general advertisement or similar notices or engaging search firms, provided that that such searches are not targeted specifically at employees of the other Party or its direct or indirect subsidiaries. 7. Standstill Provision. During the 12 month period commencing on the date of this Agreement (the “Standstill Period”), neither Buyer nor any of Buyer’s subsidiaries or other Representatives on behalf of Buyer will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Seller or any securities of any subsidiary of Seller, (ii) any acquisition of any assets of Seller or any assets of any subsidiary of Seller, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Seller or any subsidiary of Seller or involving any securities or assets of Seller or any securities 4r assets of any subsidiary of Seller, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Seller or any subsidiary of Seller; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Seller or any subsidiary of Seller; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Seller or any subsidiary of Seller; (d) take any action that might require Seller to make a public announcement regarding any of the types of matters set forth in clause (a) of this Section 7; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause (a), (b), (c) or (d) o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>f this Section 7; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause (a), (b), (c), (d) or (e) of this Section 7; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose that Seller or any of Seller’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7; provided that Buyer shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate sub-clause (d) above regarding the Transaction directly to or with the management or the Board of Directors of Seller, or their designated Representatives (provided that the contents, subject and existence of any such communications shall constitute Confidential Information hereunder). The standstill provisions of this Section 7 shall not apply to the Parties’ entry into or consummation of the transactions contemplated by a Definitive Agreement. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (1) any third party unrelated to Buyer has made any public announcement of its intent to commence a tender offer or exchange offer for more than 50% of the capital stock of Seller, (ii) Seller publicly announces that it has entered into a definitive agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination, sale of assets or other similar transaction) that, if consummated, would result in a sale of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller, or (iii) any third party unrelated to Buyer commences, or makes a public announcement of its intention to commence, a proxy contest or proxy solicitation with respect to the election of, or enters into an agreement, commitment or understanding with respect to the replacement or addition of, members of the Board of Directors of the Seller such that a majority of the Board of Directors of Seller would be designated by such third party. The standstill provisions of this Section 7 shall automatically become applicable again if the third party announces its intent not to proceed with the proposed transaction described in Section 7(a) above; provided, however, that the Standstill Period shall not be extended beyond its original term. The expiration of the Standstill Period will not terminate or otherwise affect any of the other<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>r its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form or is retained in the memory of Shareholder, without Heritage’s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Shareholder’s fault or the fault of any other Person bound by a duty of confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder agrees to deliver to Heritage at the Effective Date, and at any other time Heritage may request, all documents, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain Confidential Information and any other Confidential Information that Shareholder may then possess or have under Shareholder’s control. (c) Breach. Shareholder, Heritage and HBC each recognize and acknowledge that the Confidential Information and other knowledge Shareholder has about Diablo and has and will obtain from Heritage, HBC or the Affiliated Companies is special and unique, and any violation of the covenants contained in this Agreement is likely to cause irreparable damage to Heritage, HBC or the Affiliated Companies. Therefore, the parties agree that, upon any breach of any covenant contained in this Section 3 by Shareholder, Heritage and HBC shall be entitled to an appropriate injunction for a violation of such covenant, threatened or actual, of such covenant, in addition to all other relief available under applicable law. If a court or arbitrator has determined that Shareholder has committed a breach by Shareholder of any covenant set forth in Section 3 of this Agreement, the Restricted Period will be extended by the period of the duration of such breach. (d) Acknowledgment. Shareholder acknowledges and agrees that the restrictions set forth in this Section 3 are reasonable in scope and essential to the preservation of Diablo’s business and proprietary properties and that enforcement of these restrictions will not cause Shareholder any hardship, and because of Shareholder’s background and experience, will not in any manner preclude Shareholder from becoming gainfully employed in such a manner and to such an extent as will provide a standard of living for Shareholder and the members of Shareholder’s <|eot_id|> <|start_header_id|>assistant<|end_header_id|>family of at least the sort and fashion to which they have become accustomed. Each of Heritage, HBC and Shareholder acknowledges and agrees that the covenants and agreements contained in this Section 3 have been negotiated in good faith by each of them. Each of Heritage, HBC and Shareholder further acknowledges that (i) the goodwill associated with the existing vendors, customers, assets and employees of Diablo prior to the transactions contemplated herein is an integral component of the value of Diablo to Heritage and HBC and is reflected in the consideration to be received by Diablo shareholders, including the Shareholder pursuant to this Agreement, and (ii) the covenants and agreements contained in this Section 3 are necessary to preserve the value of Diablo’s business and proprietary properties for Heritage and HBC following the transaction. Each of Heritage, HBC and Shareholder acknowledges that the limitations of time, geography and scope of activity agreed to in Section 3 are reasonable because, among other things: (A) Heritage, HBC and Diablo are engaged in a highly competitive industry and have their operations in the Restricted Territory, (B) Shareholder had unique access to, and will continue to have access to, Confidential Information, including trade secrets, and know-how of Diablo and its business and proprietary properties, (C) Shareholder is receiving significant consideration in connection with the transactions contemplated by the Merger Agreement and this Agreement, and (D) this Agreement provides no more protection than is necessary to protect Heritage’s and HBC’s interest in the goodwill of Diablo and its business and proprietary properties, Confidential Information and Diablo, Heritage and HBC trade secrets. (e) No Disparagement. Shareholder will not, directly or indirectly, disparage Heritage and HBC, the business formerly conducted by Diablo, the business conducted by Heritage and HBC or any shareholder, director, officer, employee or agent of Heritage or HBC; (f) Future Employer. Shareholder will, during the Restrictive Period, within ten days after accepting any employment, consulting engagement, engagement as an independent contractor, partnership or other association that might reasonably involve the Business, advise Heritage of the identity of the new employer, client, partner or other Person with whom Shareholder has become associated. Following receipt of such notice, if Heritage in its reasonable judgment determines that Shareholder’s proposed association involves a Person engaged in the Business, Heritage may serve not<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ther reproductions (whatever the form or storage medium) of such materials. No Unauthorized Contact During the course of our evaluation, all inquiries and other communications are to be made directly to JPM or employees or representatives of the Company specified by JPM. Accordingly, we agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the express consent of JPM, with the exception of direct communication between our chairman and the Company's chairman. We also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by us and such third party without JPM's prior written consent provided that the foregoing undertaking shall not prevent us from soliciting, on a confidential basis, indications of intent form selected third parties for the purchase of portions of the Company. For a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to y<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ou in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee. Standstill We agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. No Representation or Warranty Although the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company ("Sale Agreement") when, as<|eot_id|>