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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|>he Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to the Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material. 7.2 As an alternative to the return of the material contemplated in clause 7.1, the Receiving Party shall, at the instance of the Disclosing Party, destroy such material and furnish the Disclosing Party with a written statement from authorised officers to the effect that all such material has been destroyed. 7.3 The Receiving Party shall comply with a request in terms of this clause, within 14 (fourteen) calendar days of receipt of such a request. 8 EXCLUDED CONFIDENTIAL INFORMATION The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that – 8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclos<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances; 8.5 is disclosed to a third party pursuant to the prior written authorisation of the Disclosing Party; and 8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement. 9 TERM This Agreement and the undertakings contained herein shall commence upon the Signature Date and shall continue for a period of 2 (two) years thereaf<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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, NON-DISCLOSURE AND RESTRICTIVE COVENANT AGREEMENT This Confidentiality, Non-Disclosure and Restrictive Covenant Agreement, dated as of this 30th day of August, 2005 (this "Agreement"), by and among (i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>) Hittite Microwave Corporation, a Delaware corporation ("Hittite"), (ii) HMC Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Hittite, ("Buyer" and, together with Hittite, the "Buyer Parties"), (iii) Simtek Corporation, a Colorado corporation ("Simtek") and (iv) Q-Dot, Inc., an Illinois corporation and a wholly-owned subsidiary of Simtek, (the "Company" and, together with Simtek, the "Seller Parties"). WHEREAS, pursuant to an Asset Purchase Agreement dated as of the date hereof by and among the Buyer Parties and the Seller Parties, the Buyer Parties have agreed, subject to the terms and conditions set forth therein, to acquire substantially all the assets of the Company (the "Acquisition"); WHEREAS, in partial consideration of the payment of the Purchase Price (as defined at Section 1.7 of the Asset Purchase Agreement) of the Acquisition and in acc<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>age or participate in a “group,” (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any Voting Securities of the Company; (f) act alone, or in concert with any other person(s), to seek t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>o control or influence the management, board of directors, policies or affairs of the Company (including, without limitation, by seeking to place any individual on the Company’s board of directors, seeking to have called any meeting of the Company’s stockholders or seeking to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Company’s board of directors or to approve stockholder proposals); (g) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” or “(d)” of this sentence; (h) <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 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 Seller or any Subsidiary of Seller. Notwithstanding the foregoing, CompuCom shall be permitted to provide Services under any "request for proposal", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable "request for proposal", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999. (b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades. ARTICLE IV Acceptance of Product Orders CompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract. ARTICLE V NON-DISCLOSURE 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing: (a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and (b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information. As used in this Agreement, the terms "CompuCom's Confidential Information" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nalyses of the amount and types of Products purchased by each such customer. Notwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be requi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee. Standstill We agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. No Representation or Warranty Although the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company ("Sale Agreement") when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect. We also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between us and the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto, and we hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto. We also agree that unless and until a Sale Agreement between the Company and us with respect to the acquisition of the Company has been executed and delivered by us and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement for the matters specifically agreed to herein. For purposes of this Agreement, the term "Sale Agree<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ment" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by us. No Solicitation During the period from acceptance of this agreement until the earlier of (a) the execution of a definitive agreement or (b) the date that is 45 days after the date of such acceptance, the Company and the officers, directors, employees and other representatives of the Company including JPM shall not directly or indirectly, solicit, initiate, or encourage any offers or proposals for the acquisition of the Company, or of any of the capital stock or all, or substantially all, of the assets of the Company, from third parties (an "Acquisition Proposal"). The Company, may, however, participate in discussions or negotiations with, and provide confidential information to, a third party, if the Chairman of the Board of the Company determines in good faith, after receiving advice from the Company's financial advisor, that such third party has submitted a bona fide proposal or indication of interest that is, or could reasonably be expected to lead to, an Acquisition Proposal that is financially superior to the non-binding indication of interest contained in the letter of August 7, 1997 from Robert W. Cardy to Paul L. Foster, provided, however, that the Company agrees to inform us of the receipt of any such proposal. Legal Remedy We understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by us or our representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by us or our representatives but shall be in addition to all other remedies available at law or equity. Other This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. If you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter. Very truly yours, CARPENTER TECHNOLOGY CORPORATION By: /s/ G. Walton Cottrell Name: G. Walton Cottrell Title: Senior Vice President - Finance and Chief Financial Officer /s/ John r. Welty Vice President, General Counsel and Secretary Agreed and accepted this 11th day of August, 1997 J.P. MORGAN SECURITIES INC., solely as Company's representative By: /s/ Donna M. Hitscherich Name: Donna M. Hitscherich Title: Vice President<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> no less than a reasonable degree of care, as Participant uses with respect to its own similar information to protect the Confidential Information and to prevent (i) any use of Confidential Information not authorized in this Agreement, (ii) dissemination of Confidential Information to any third party. This Agreement imposes no obligation upon Participant with respect to Confidential Information that (a) was known to Participant before receipt from Google, as evidenced by Participant’s files and records in existence before the time of disclosure; (b) is or becomes publicly available through no fault of Participant; (c) is rightfully received by Participant from a third party without a duty of confidentiality; (d) is disclosed by Google to a third party without a duty of confidentiality on the third party; or (e) is disclosed by Participant with Google’s prior written approval. If Confidential Information is required to be produced by law, court order, or governmental authority, Participant must immediately notify Google of that obligation. Participant acknowledges and understands that hardware, technology, 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 o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r 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 and 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|> obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the <|eot_id|> <|start_header_id|>assistant<|end_header_id|>requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any 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|>rship, group, individual or other entity and the media. (h) “Possible Transaction” means a possible negotiated business combination between the Parties. (i) “Representatives” means (i) with respect to the Potential Relationship Party, the Potential Relationship Party’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, and potential sources of equity or debt financing (and their respective counsel), and (ii) with respect to the Company, will include its officers, directors, employees, agents, partners and advisors and those of its subsidiaries, Affiliates and/or divisions (including attorneys, accountants, consultants and financial advisors). (j) “Standstill Period” means the six months period commencing on the date of this Agreement. Section 2. Disclosure of Confidential Information. In connection with the consideration of a Possible Transaction, the Company and the Potential Relationship Party may deliver or make available (or prior to the date hereof may have delivered or made available) to the other and its Representatives certain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to the Receiving Party and the Receiving Party’s Representatives, the Receiving Party agrees that the Receiving Party will, and will cause the Receiving Party’s Representatives to, treat the Confidential Information in accordance with the provisions of this Agreement and take or abstain from taking certain other actions as set forth herein. Notwithstanding any other provision of this Agreement, neither Party is required to disclose any particular information to<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either Party from associating themselves with competitors of the other Party for purposes substantially similar to those involved herein. Section 3. Use and Non-Disclosure of Confidential Information and Discussion Information. (a) The Receiving Party hereby agrees that the Receiving Party and the Receiving Party’s Representatives will use Confidential Information of the Disclosing Party solely for the purpose of evaluating and negotiating a Possible Transaction with the Disclosing Party and for no other purpose, and that such Confidential Information will not be used in any way detrimental to the Disclosing Party. The Receiving Party further agrees that it will and will cause its Representatives to take those steps the Receiving Party takes to protect its own similar proprietary and confidential information (which will not be less than a reasonable standard of care) to keep the Confidential Information of the Disclosing Party confidential; provided, however, that (i) the Receiving Party may make any disclosure of the Confidential Information to which the Disclosing Party gives its prior written consent and (ii) any of the Confidential Information may be disclosed to the Receiving Party’s Representatives who need to know such information for the purpose of evaluatin<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|><PAGE> EXHIBIT (d)(2) MUTUAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made effective as of February 9, 2001 (the "Effective Date") by and between Proxicom, Inc. ("Proxicom"), with offices at 11600 Sunrise Valley Drive, Reston, Virginia 20191, USA and Dimension Data ("Dimension"), with its headquarters in Johannesburg, South Africa (each individually a "Party" and collectively the "Parties"). WITNESSETH: WHEREAS, in connection with exploring and evaluating a possible business transaction (the "Transaction") and for the purposes of the ongoing Transaction, the Parties recognize the need to disclose to one another certain of their Confidential Information (as defined below); and WHEREAS, the Parties wish to stipulate the terms and conditions upon which such Confidential Information will be disclosed by one Party to the other Party hereunder; NOW, THEREFORE, the Parties agree as follows: 1. "Confidential Information" means information in whatever form disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") before, on or after the Effective Date hereof which relates to a Disclosing Party's business or the Transaction including without limitation: business, financial, human resources, and technical materials, information and data, or information which although not directly related to the Transaction, is nevertheless disclosed as a result of or in connection with the Parties' discussions of the Transaction together with analyses or other documents prepared by the Receiving Party or any of the Receiving Party's affiliates, employees, representatives and/or consultants that contain or otherwise reflect such Confidential Information. 2. The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose of evaluating the Transaction and for the purposes of the ongoing Transaction, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Receiving Party may disclose the Disclosing Party's Confidential Information to its affiliates, its employees, its representatives and its consultants, in each case if such affiliates, employees, representatives and consultants have a need to know, and providing such affiliates, employees, representatives and consultants (i) use the Confidential Information for the purposes of the Transaction only, and (ii) are bound to protect the Confidential Information to the same extent as the Receiving Party is bound. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their respective affiliates, employees, representatives and/or consultants and hereby agree, at their sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain their respective affiliates, employees, representatives and/or consultants from prohibited or unauthorized disclosure or use of the Confidential Information. The term "affiliate" means any person or entity controlling, controlled by or under common control with a Party. 3. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (a) the Receiving Party can demonstrate is in the lawful possession or control of such Party on a non-confidential basis at the time of its disclosure hereunder; provided the source of such information was free to disclose it to the Receiving Party without obligation (whether contractual, legal, fiduciary or otherwi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>se) to the Disclosing Party; (b) is or becomes publicly known other than through disclosure by the Receiving Party or the Receiving Party's affiliates, employees, representations and/or consultants; (c) the Receiving Party obtained from a third party not known by the Receiving Party to be subject to any obligation (whether contractual, legal, fiduciary or otherwise) to the Disclosing Party prohibiting such disclosure; (d) the Receiving Party can demonstrate was developed independently by such Party without reference to the Confidential Information; or (e) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law; provided, however, that before making such disclosure, the Party planning to make such disclosure shall, to the extent permitted by applicable law (i) give the other Party a reasonable opportunity to interpose an objection and/or take action to seek confidential handling of such information and (ii) reasonably cooperate with the other Party, at the other Party's expense, to seek confidential handling of such i<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> uses in protecting its proprietary and confidential Information, or if Receiving Party has established no such standard of care, then Receiving Party shall exercise such care as the Disclosing Party observes to protect Information; c. to restrict dissemination of Information within its organization to employees having a need to know in connection with the purpose of the disclosure set forth above, and to ensure that such employees are informed of the proprietary and confidential nature thereof and that they agree to and observe the requirements of confidentiality set forth herein; d. not to disclose Information to any other party without the written authorization of Disclosing Party; e. not to duplicate Information without the express written permission of Disclosing Party; f. to return or destroy Information which is in written or physical form, together with any and all copies, negatives, or reproductions or derivative works in any media, promptly upon request of Disclosing Party or upon termination or completion of the Agreement. 3. Disclosing Party acknowledges that the Agreement does not apply to Information which: a. is at the time of its disclosure publicly known through no wrongful act of Receiving Party; b. is known to Receiving Party at the time of disclosure<|eot_id|> <|start_header_id|>assistant<|end_header_id|>; c. is independently developed by Receiving Party without use of Information; d. is rightfully received by Receiving Party from a third party without breach of the Agreement; e. is furnished to a third party by Disclosing Party without similar restrictions on the third party; f. is approved for disclosure by the written authorization of Disclosing Party; or g. is disclosed as required by judicial action after all reasonable legal recourse to maintain the confidentiality of Information has been exhausted. 4. Subject to Article 3 hereof, each Party receiving Information under the Agreement shall hold Information in confidence in accordance with the terms of the Agreement for a period of two (2) years from the date of receipt thereof. 5. Because of the trade secret subject matter of Entera's business, Disclosee agrees that it will not solicit the services of any of the employees of Entera during the term of this Agreement and for ninety (90) days thereafter. 6. This Agreement is effective until terminated in accordance with this Article. Either Party, upon two (2) days notice in writing to the other Party, may terminate the Agreement with respect to disclosures made thereafter. The rights and obligations of the Parties hereunder in respect of Information received under and subject to the Agreement shall survive such termination. 7. No license, express or implied, in Information is granted to the Receiving Party other than to use Information in the manner and to the extent authorized by the Agreement. 8. No Information submitted and/or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to infringement of trademarks, patents, copyrights or any right of privacy, or any rights of third persons. 9. Each Party acknowledges that the unauthorized disclosure or use by the Receiving Party of the Disclosing Party's proprietary and confidential Information will cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that the Disclosing Party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right 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|> and agree to assign, all right, title and interest in any and all copyrights, copyright registration and copyrightable subject matter which occur as a result of our work for the Company. Contractor hereby irrevocably appoints Company as our attorney-in-fact for the purpose of executing any and all documents and performing any and all other acts necessary to give effect and legality to the provisions of this paragraph and paragraph II.D above. V. NO UNFAIR COMPETITION. As consideration for entering into this Agreement with the Company, and the Company providing Contractor compensation for our services, Contractor agrees not to compete with the Company as follows: A. During The Time Contractor is Working for the Company. Contractor agrees that during the time Contractor is working for the Company, Contractor will not interfere with the business of the Company in any manner. Particularly, but without limitation, Contractor agrees to refrain from planning or organizing a competitive business during the time Contractor is working for the Company. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not have any proprietary interest in any competitive business except for an interest of less than five percent (5%) of the outstanding shares of a publicly-held corporation, meaning a corporation whose outstanding shares are owned by one hundred (100) or more shareholders. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not solicit customers of the Company for any purpose whatsoever. In addition, Contractor represents and warrant that Contractor does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies and / or individuals who have businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company durin<|eot_id|> <|start_header_id|>assistant<|end_header_id|>g the term of the Agreement. VII. GENERAL PROVISIONS. A. If any portion of this Agreement is found to be void or unenforceable, it shall be severed from this Agreement, leaving in force the remainder of this Agreement. B. This Agreement will be binding upon our heirs, assigns, executors, administrators or other legal representatives. C. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless contained in a single writing and signed by both the Company and Contractor. No course of conduct or manner of dealing with the parties shall constitute a waiver of any term or provision of this Agreement. D. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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. BOTH WILL DISCUSS PLANS FOR MARKETING AND DEVELOPMENT PLANS, PRICE AND COST DATA, PRICE AND FEE AMOUNTS, FINANCIAL MODELS, BUSINESS CASES, MARKETING TECHNIQUES AND METHODS OF OBTAINING BUSINESS, FORECASTS AND FORECAST ASSUMPTIONS AND VOLUMES, AND FUTURE PLANS AND POTENTIAL STRATEGIES WHICH HAVE BEEN DISCUSSED OR ARE BEING DISCUSSED. AGREEMENT The Parties agree as follows: 1. Information: As used herein the term "Information" includes any and all technology, information, knowledge or data whether oral, written, in a physical form or otherwise, which is disclosed for the purpose set forth above and which is identified by the Disclosing Party at the time of disclosure as being proprietary and/or confidential. "Data" includes notes, designs, drawings, documentation, flow charts, writings, specifications, memoranda, computer software and other similar data. To be covered hereunder, Information disclosed in writing must be marked "proprietary", "confidential", or by words of similar import. Information disclosed orally or visually and identified at the time as proprietary or confidential shall be covered hereunder if it is reduced to writing, marked as provided herein, and transmitted to Receiving Party within thirty (30) days after disclosure. 2. The Receiving Party agrees: a. that with respect to Information, a confidential relationship is established between the Parties, and that Receiving Party shall use Information only for the purpose set forth above; b. to treat Information as confidential and to exercise no less care in its protection than Receiving Party uses in protecting its proprietary and confidential Information, or if Receiving Party has established no such standard of care, then Receiving Party shall exercise such care as the Disclosing Party observes to protect Information; c. to restrict disseminat<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ion of Information within its organization to employees having a need to know in connection with the purpose of the disclosure set forth above, and to ensure that such employees are informed of the proprietary and confidential nature thereof and that they agree to and observe the requirements of confidentiality set forth herein; d. not to disclose Information to any other party without the written authorization of Disclosing Party; e. not to duplicate Information without the express written permission of Disclosing Party; f. to return or destroy Information which is in written or physical form, together with any and all copies, negatives, or reproductions or derivative works in any media, promptly upon request of Disclosing Party or upon termination or completion of the Agreement. 3. Disclosing Party acknowledges that the Agreement does not apply to Information which: a. is at the time of its disclosure publicly known through no wrongful act of Receiving Party; b. is known to Receiving Party at the time of disclosure; c. is independently developed by Receiving Party without use of Information; d. is rightfully received by Receiving Party from a third party without breach of the Agreement; e. is furnished to a third party by Disclosing Party without similar restrictions on the third party; f. is approved for disclosure by the written authorization of Disclosing Party; or g. is disclosed as required by judicial action after all reasonable legal recourse to maintain the confidentiality of Information has been exhausted. 4. Subject to Article 3 hereof, each Party receiving Information under the Agreement shall hold Information in confidence in accordance with the terms of the Agreement for a period of two (2) years from the date of receipt thereof. 5. Because of the trade secret subject matter of Entera's business, Disclosee agrees that it will not solicit the services of any of the employees of Entera during the term of this Agreement and for ninety (90) days thereafter. 6. This Agreement is effective until terminated in accordance with this Article. Either Party, upon two (2) days notice in writing to the other Party, may terminate the Agreement with respect to disclosures made thereafter. The rights and obligations of the Parties hereunder in respect of Information received under and subject to the Agreement shall survive such termination. 7. No license, express or implied, in Information is granted to the Receiving Party other than to use Information in the manner and to the extent authorized by the Agreement. 8. No Information submitted and/or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to infringement of trademarks, patents, copyrights or any right of privacy, or any rights of third persons. 9. Each Party acknowledges that the unauthorized disclosure or use <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT This Non-Circumvention, Non-Disclosure Agreement (the “Agreement”) is entered into by and between We Rock The Spectrum Kid’s Gym, LLC (“WRTS”), 5520 Crebs Avenue, Tarzana, California 91356, USA (“Disclosing Party”) and , located at (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”). The undersigned Parties agree in consideration of their mutual promises to abide by the following terms and conditions: 1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Such information shall include, but not be limited to contracts, documents, files, printouts, websites, and other printed and digital information provided by the Disclosing party and also the names, telephone numbers, addresses, fax numbers, email addresses, etc. of the contact, parties, and/or source(s) provided by the Disclosing Party. The Parties acknowledge that the Confidential Information may be written, oral, graphic, pictorial, recorded, or stored and transmitted in digital form or any digital format; and such information is deemed valuable, special or unique assets of the Disclosing Party that were developed or obtained through investment of significant time, efforts and expense, and that access to such information would not be possible but for the relationship of the Parties hereunder. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Pre-Existing Relationships. In the event that any third parties already have a pre-existing working relationship or have previously made contact with any parties to this Agreement via other means, and such third parties were not introduced by any parties to this Agreement, such third party contacts and/ or sources are not subject to the restrictions, terms and conditions of this Agreement. 4. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to any employees, contractors, agents, and any other third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval <|eot_id|> <|start_header_id|>assistant<|end_header_id|>of Disclosing Party, use for Receiving Party's own benefit, publish, copy, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or electronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. 5. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 6. Non-Circumvention. The Receiving Party expressly agrees not to circumvent, avoid, bypass or obviate the Disclosing Party in any manner, directly or indirectly, to avoid payment of fees, royalties, or any other obligation in any way involving any of the parties introduced and Confidential Information disclosed pursuant to this Agreement, or any transaction contemplated hereunder or other business arrangement arising out of or connected in any way to the Confidential Information. 7. Return of Confidential Information. Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the evaluation of entering into the transaction or other business arrangement or upon the specific request of the Disclosing Party. 8. Independent Contractors. Each party is an independent contractor with respect to the other, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, franchisee-franchisor, partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized herein. 9. Integration. The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties concerning subject matter hereof and this Agreement supersedes all previous communicati<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>BUYER’S CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meaning<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s assigned to them hereunder: 1.1.1 “Aldes” – means and includes Aldes Business Brokers Franchise Africa (Pty) Ltd (Registration Number: 2006/036900/07) and any and all of its subsidiaries, any and all of its holding companies, any other entities forming part of its group of companies and/or any and all of its franchisees from time to time, or any one of them as the context may require; 1.1.2 “Business/es” – means such assets (whether tangible or intangible), business/es and/or entity/ies (albeit close corporations, partnerships, trusts, private companies, public companies, joint ventures, sole proprietors and/or otherwise) introduced by Aldes to the Buyer for sale (albeit as is listed for sale on the Aldes database or website or otherwise); 1.1.3 “Buyer” – means the person/entity described and identified as such in the Buyer’s Profile on the face of this Agreement; 1.1.4 “Confidential Information” – means any and all information disclosed by Aldes, the Seller/s and/<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> punishable by imprisonment in a state prison or in a county jail for a time not exceeding one year, or by a fine not exceeding five thousand dollars ($5,000), or by both such fine and such imprisonment. Covenantor further acknowledges that such unauthorized taking of Buyer's trade secrets could also result in civil liability under California Civil Code Section 3426, and that willful misappropriation may result in an award against Covenantor for triple the amount of Buyer's damages and Buyer's attorneys fees in collecting such damages. ARTICLE 8 RIGHTS AND REMEDIES UPON BREACH If Covenantor breaches, or threatens to commit a breach of, any of the provisions of this Agreement (the "Restrictive Covenants"), Buyer shall have the following rights and remedies, each of which shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: 8.1 Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced or to have any actual or threatened breach thereof enjoined by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Buyer and that monetary damages will not provide an adequate remedy to Buyer; and 8.2 Accounting and Indemnification. The right and remedy to require Covenantor (i) to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits derived or received by Covenantor or any associated party deriving such benefits as a result of any such breach of the Restrictive Covenants; and (ii) to indemnify Buyer against any other losses, damages (including spe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>cial and consequential damages), costs and expenses, including reasonable attorneys' fees and court costs, which may be incurred by them and which result from or arise out of any such breach or threatened breach of the Restrictive Covenants. ARTICLE 9 SEVERABILITY OF COVENANTS/BLUE PENCILLING The Restrictive Covenants shall be subject to Section 12.7 hereof and Covenantor hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term. ARTICLE 10 ENFORCEABILITY IN JURISDICTIONS Buyer and Covenantor intend to and do hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of Buyer and Covenantor that such determination not bar or in any way affect the right of Buyer to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants. ARTICLE 11 ATTORNEYS' FEES In the event of any action, suit, or other proceeding concerning the negotiation, interpretation, validity, performance, or breach of this Agreement, the prevailing party shall recover all of such party's reasonable attorneys' fees, expenses, and costs, not limited to costs of suit, incurred in each and every such action, suit, or other proceeding, including any and all appeals or petitions relating thereto. ARTICLE 12 MISCELLANEOUS 12.1 Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party. 12.2 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their personal representatives, administrators, executors, heirs, successors and assigns. 12.3 Waiver. The failure of either part<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>EREAS, Recipient understands that the Confidential Information has been created, discovered and/or accumulated by or for the Company through the expenditure of substantial time, effort and expense, and that the Company’s continued success depends, in part, on the protection of this Confidential Information. NOW, THEREFORE, in order to further the above-described purposes and to induce the Company to make the contemplated disclosures, Recipient hereby agrees as follows: 1. “Confidential Information” shall mean information including, but not limited to, the existence of the discussions between the Company and Recipient or any third-party regarding future business relationships and information regarding the Company’s products, services, product designs, plans, roadmaps, prices, costs, trade secrets, inventions, intellectual property, development plans, tooling, equipment, import or export controls, license arran<|eot_id|> <|start_header_id|>assistant<|end_header_id|>gements or agreements, methods, techniques, proprietary processes and know-how, programs, schematics, software, data, customer lists, financial information, inside information (including information regarding financial performance, earnings, existing products, existing techniques, new products, new techniques and business strategies), personnel information (including, without limitation, skills and compensation), product development information, client development information, information regarding possible acquisitions or sales of businesses or facilities sales, marketing plans, business opportunities, research and development activities, pre-release products, information posted on the Company’s web site (to the extent that such information is not publicly accessible), or any other information which the Recipient knows or reasonably should know is confidential, proprietary or trade secret information of the Company. This definition also includes any Confidential Information disclosed by or to any affiliate or subsidiary of the Company. Recipient understands and agrees that Company’s client and prospective client lists, proposals, reports, all internal memoranda and documents and any information communicated to Recipient, written or oral, that is indicated as confidential, are trade secrets within the meaning of Chapter 19.108 of the Revised Code of Washington, and that misappropriation of such information, as defined in said Chapter, shall subject Recipient to penalties as set forth in said Chapter. Confidential Information shall not include 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|>curities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of any of Premisys' assets or businesses or any securities issued by Premisys, or any rights or options to acquire such ownership, including from a third party; or (b) make, or in any way participate, in any solicitation of proxies or consents with respect to any securities of Premisys which are, or may be, entitled to vote in the election of Premisys' directors ("VOTING SECURITIES"), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Premisys; or seek to advise, encourage or influence any person or entity with respect to the voting of any Voting Securities; or demand a copy of Premisys' stock ledger, list of its stockholders or other books and records; or call or attempt to call any meeting of the stockholders of Premisys; or (c) form, join, or in any way participate, directly or indirectly, in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of Premisys. 11. INJUNCTIVE RELIEF; LEGAL FEES AND EXPENSES. Recipient acknowledges that any violation of the terms of this Agreement would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Recipient agrees that Premisys will have the right to obtain equitable relief, including an injunction or specific performance, as a remedy for any breach of the terms of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. In the event of litigati<|eot_id|> <|start_header_id|>assistant<|end_header_id|>on arising from or relating to this Agreement, the party which is found to be the prevailing party by a court of competent jurisdiction in a final, non-appealable order shall receive from the non-prevailing party the reasonable legal fees and expenses, including attorney fees, incurred by the prevailing party in connection with such litigation, including any appeal therefrom. 12. GOVERNING LAW; JURISDICTION AND VENUE. The internal laws of the State of California (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of and venue in the United States District Court for the Northern District of California in connection with any litigation of a dispute between them arising from or relating to this Agreement and waives any and all right to object to the jurisdiction of such court or to claim that venue in such court is not proper. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to such subject matter. 14. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended only by the written consent of each of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. 15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all parties reflected hereon as signatories. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives. PREMISYS COMMUNICATIONS, INC. ZHONE CORPORATION By: /s/ John J. Hagedorn By: /s/ Mory Ejabat ---------------------------- ---<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>y of such third party to possess and divulge the same; (iv) are independently developed by such person f<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rom sources or through persons that such person can demonstrate had no access to Confidential Informati<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ment of the Discloser's Proprietary Information shall continue for a period which is either (a) [] years after Recipient's initial receipt of said increment hereunder, or (b) [] years after the completion or other termination of the Project, whichever of (a) or<|eot_id|> <|start_header_id|>assistant<|end_header_id|> (b) is longer. 4. Nothing in this Agreement shall be construed to prohibit or restrict Recipient's use or disclosure of information received from a third party who Recipient reasonably believes did not receive such information (directly or indirectly) from Discloser. 5. This Agreement shall be governed by and interpreted in accordance with the laws of New York, not including any conflicts of law rules which may direct the application of the laws of any other jurisdiction. IN WITNESS WHEREOF, each of GM and the Other Participant have caused this Agreement to be executed by its duly authorized representative. GENERAL MOTORS CORPORATION [OTHER PARTICIPANT] By: /s/ THOMAS G. STEPHENS By: ---------------------------- ---------------------------- Name: Thomas G. Stephens Name: ---------------------------- ---------------------------- Title: Vice President Title: ---------------------------- ---------------------------- Date: 11/29/95 Date: ---------------------------- ---------------------------- -32-<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 parties shall not be obligated to enter into any further agreement relating to the Purpose. Nothing in this Agreement creates or shall imply the formation of any partnership, joint venture, or agency. Each party understands and acknowledges that the other may provide, engages in, or contemplates providing or engaging in, activities which are or may be competitive with the activities of the other, and nothing in this Agreement prohibits either party from providing and/or engaging in such competitive activities, or from entering into discussions with third parties concerning matters similar to those contemplated by this Agreement, provided that they shall not use, reference, or disclose any third parties the Confidential Information received by them pursuant to this Agreement. 6. No rights, licenses, titles or interests of any nature in or relating to any intellectual property right of the Discloser shall be deemed to be conferred by this Agreement or by any disclosure of Discloser Confidential Information made to the Recipient except the limited right to review such Discloser Confidential Information in connection with the Purpose. Recipient agrees that it will not modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to any software provided by Discloser in connection with this Agreement for any purpose, or otherwise attempt to discover the underlying source code of any such software.. 7. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSER ON AN "AS IS" BASIS AND DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. 8. Each party acknowledges that its obligations under this Agreement are necessary and reasonable in order to protect Discloser and Discloser’s business, and each party expressly acknowledges that monetary damages would be inadequate to compensate Discloser for any breach by Recipient of Recipient’s covenants and agreements set forth in this Agreement. Accordingly, each party further acknowledges that any such violation or threatened violation will cause irreparable injury to Discloser. In addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief to enforce the provisions of this Agreement, and the prevailing party in any such litigation shall be entitled to recover all reasonable expenses of litigation, including reasonable attorneys’ fees and costs. 9. All Confidential Information furnished by Discloser to Recipient shall remain the property of Discloser and shall be returned to Discloser promptly at its request with all copies made thereof or destroyed and a certificate of such destruction provided to Discloser signed by a duly authorized representative of Recipient. 10. This Agreement shall govern all communications between Wandering Wifi and Company that are made during the period from the date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed. 11. This Agreement shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement may be terminated at any time during the period of the Agreement by mutual agreement by the Parties or upon sixty (60) days written notice to the other Party. Unless governed by contrary confidentiality provisions contained in any definitive agreement between the parties, the termination of this Agreement or th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e conclusion of the discussions between the parties regarding the Purpose (the “Exchange End Date”), the commitments of Recipient shall survive and continue for a period of five (5) years following such termination or the Exchange End Date; provided, however that the obligations of Recipient with respect to any Confidential Information that constitutes a trade secret shall survive for so long as such information remains a trade secret under applicable law. 12. This Agreement shall be construed in accordance with the laws of the State of Georgia. 13. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement and the right to review any Confidential Information disclosed hereunder may not be assigned without the prio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT THIS AGREEMENT is entered into as of ……….., by and between SAF Industries, LLC dba Gar Kenyon, a company organized under the laws of Connecticut, USA and having a principal place of business at 238 Water Street, Naugatuck, CT 06770 (“GK”), and ………..., a company organized under the laws of the State of ……. and having an office and principal place of business at ……………….. (“SUPPLIER”) WHEREAS, SUPPLIER is interested in receiving certain Confidential Information (as defined herein) from GKT in order to enable SUPPLIER to evaluate the possibility of acting as GK's supplier for one or more parts or work packages for the GK’s application (the “Purpose”). NOW THEREFORE, the parties agree as follows: 1. “Confidential Information” means all trade secrets and information disclosed by GK to SUPPLIER, including, but not limited to, type design data, drawings, photographs, specifications, models, prototypes, designs, materials, construction or assembly, computer hardware and software (whether in machine-readable or human-readable form), technical, commercial and operational information concerning products, information concerning manufacturing methods and techniques, quality control and test methods, marketing data including target customers, customer lists and market plans, cost and pricing data and product applications. 2. SUPPLIER agrees to hold all Confidential Information in strict confidence and will not disclose or use the Confidential Information for its benefit or the benefit of any other company or entity anywhere in the world or any other purpose other than for the Purpose set forth in the recitals herein. 3. Confidential Information does not include the following: a) information which was already in the public domain at the time of disclosure; or b) information which, though originally confidential, subsequently becomes part of the public domain through no fault of SUPPLIER; or c) information which was properly in SUPPLIER’s possession prior to receipt thereof from GK, as reasonably evidenced by written records or other writings, or by actual use by SUPPLIER prior to the disclosure by GK. In each case, t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>he (i) burden of proof shall lie with SUPPLIER to demonstrate that one of the above-listed exceptions applies and Sign: (ii) SUPPLIER shall notify GKT in writing of SUPPLIER’s intent to make any disclosure based on one of the above-listed exceptions at least 30 days in advance (including a description of the information to be disclosed and the basis for the claimed exception). 4. SUPPLIER shall maintain all Confidential Information received from GK in the same manner that the SUPPLIER maintains its own Confidential Information, provided that the standard of care required shall be at least a reasonable standard. Information disclosed in other that written form shall be considered Confidential Information only to the extent GK summarizes the same in a written form that is transmitted to SUPPLIER within thirty (30) calendar days of the non-written disclosures. 5. Any disclosure of Confidential Information shall be limited SUPPLIER’s employees and who have a need to use or study such Confidential Information for the Purpose. SUPPLIER shall advise its employees and agents of its obligations pursuant to this Agreement, but SUPPLIER shall remain responsible to ensure their compliance. 6. All Confidential Information is and shall remain the property of GK. At any time that GKT may request, SUPPLIER shall return the Confidential Information to GK and shall certify in writing that all copies thereof in its possession have been destroyed. 7. Confidential Information may only be used by SUPPLIER in connection with the pursuance of the Purpose set forth in the recitals herein. 8. SUPPLIER shall not assign or otherwise transfer any of its rights or obligations under this Agreement to any 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|>Tompkins Cortland Community College Non-Disclosure Agreement This is a Nondisclosure Agreement made as of ("Effective Date") between Tompkins Cortland Community College, an educational corporation organized and existing under the New York State Education Law, herein after referred to as "Tompkins Cortland Community College, a member of the State University of New York, with its principal place of business at 170 North Street, PO Box 139, Dryden NY 13053, and (“Company”), a corporation with its principal place of business at for the purpose of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by Tompkins Cortland Community College to the Company under this Agreement. For purposes of this Agreement Tompkins Cortland Community College and Company are sometimes collectively referred to as the “Parties” and individually referred to as a “Party”. As used herein, “Recipient” shall mean the Party who has been given “Confidential Information” (as hereinafter defined) by and of the other Party. Discloser shall mean the Party who gives Confidential Information to the other Party. 1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Commu<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nity College have made an agreement (“Purpose”), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Tompkins Cortland Community College. 2. “Confidential Information” means any business and/or personally identifiable information relating to Tompkins Cortland Community College's students, employees or other parties contained in files or storage systems to which the Company will be provided access by Tompkins Cortland Community College. 3. “Confidential Information” shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked “confidential” or should be deemed by its nature to be confidential. 4. All Confidential Information shall remain the property of Tompkins Cortland Community College. No rights or license therein is granted except a limited right to use the Confidential Information solely for the Purpose. 5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a “need to know” who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement. 6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Tompkins Cortland Community College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Tompkins Cortland Community College, or certify the destruction of all such Confidential Information. 7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient’s Legal Department unless otherwise directed in w<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ht of Owner, nor shall this Agreement be construed to grant to the Receiving Company or any of its Representatives any licenses or other rights in or to the Confidential Information except the limited right to review the Confidential Information solely for <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the purposes of determining whether to enter into the Transaction. Nothing contained in this Agreement is intended to confer upon the Receiving Company or its Representatives any right whatsoever to any interest Owner has or may have in the Properties. 6. Return of Information. The Confidential Information shall remain the property of Owner, and the written Confidential Information, except for that portion of the Confidential Information that is contained in analyses, compilations, studies or other documents prepared by or for the Receiving Company in connection with the Transaction, shall be destroyed or returned to Owner immediately upon its request, and no copies shall be retained by the Receiving Company or its Representatives, unless the Parties agree otherwise; provided, however, that any Confidential Information contained in back-up computer records may be retained for such period required for compliance purposes if required by law, rule or regulation; provided further, that such Confidential Information shall continue to be subject to the confidentiality, non-disclosure and non-use obligations contained in this Agreement until returned in accordance with this Section 6. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for the Receiving Company or its Representatives, oral or visual Confidential Information, and written Confidential Information not so returned shall be destroyed (such destruction to be certified promptly in writing to Owner by an authorized officer of the Receiving Company). 7. No Waiver. No failure or delay 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 other right, power or privilege hereunder. 8. Equitable Relief. The Receiving Company acknowledges and agrees that Owner may be irreparably injured, such that money damages alone may not be adequate remedy, and will be entitled to equitable relief (including, without limitation, the granting of specific performance and injunctive relief in Owner’s favor), if the Receiving Company or any person to whom the Receiving Company discloses any Confidential Information breaches or threatens to breach the terms of this Agreement. The Receiving Company agrees that equitable relief is not exclusive of other remedies to which Owner may be entitled at law or in equity. The Receiving Company further agrees to waive, and cause its Representatives to waive, any requirement for securing or posting any bond in connection with the pursuit of any such remedy. 9. No Obligation to Consummate Transaction. Nothing in this Agreement shall in any manner obligate either Party to proceed with the Transaction, whether on the terms suggested by the Receiving Company, or on any other terms. The Receiving Company acknowledges and agrees that Owner, in its sole and absolute discretion, (a) is free to explore other potential opportunities that may lead to a possible Transaction with another party with respect to the Properties, (b) may change the procedures relating to its consideration of a Transaction involving the Properties at any time without prior notice, (c) may reject any and all proposals made by the Receiving Company with respect to a possible Transaction, (d) may terminate discussions with the Receiving Company at any time and for any reason, and (e) will have no obligation or liability to the Receiving Company with regard to a possible Transaction or any negotiations relating<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Black and White Inc Software Development Non-Disclosure Agreement This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the later of the two signature dates below by and between Donn Milton Edwards, trading as “Black and White Inc”, (“Black and White Inc”), and (“Company”). IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definition of Confidential Information and Exclusions. (a) “Confidential Information” means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. “Confidential Information” includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, Disclosing Party’s product pricing information, the terms and conditions of any proposed (or actual) license agreement or other agreement concerning Disclosing Party’s products, license negotiations, and information received from others that Disclosing Party is obligated to treat as confidential. In particular, the source code and libraries developed and/or maintained by “Black and White Inc” should be regarded as strictly confidential, even if it is further modified or impr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>oved by the Receiving Party. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. Where the Receiving Party uses Confidential Information to maintain or develop software for any person, partnership, joint venture, corporation or other form of enterprise or customer, it shall take all necessary precautions to ensure that such Confidential Information, particularly source code, is not disclosed to these parties, unless specific written permission is obtained from “Black and White Inc” in advance. (b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement). 2. Obligations Regarding Confidential Information (a) Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for ten (10) years following the date that Disclosing Party first discloses such Confidential 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|>ior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable "request for proposal", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999. (b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades. ARTICLE IV Acceptance of Product Orders CompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract. ARTICLE V NON-DISCLOSURE 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing: (a) Seller shall <|eot_id|> <|start_header_id|>assistant<|end_header_id|>cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and (b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information. As used in this Agreement, the terms "CompuCom's Confidential Information" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer. Notwithstanding the foregoing, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT TOM BROWN, INC. November 6, 2003 STRICTLY CONFIDENTIAL EnCana Oil & Gas (USA) Inc. U.S. Bank Tower 950 17th Street, Suite 2600 Denver, CO 80202 Attention: Roger Biemans, President Ladies and Gentlemen: In connection with the consideration of a possible transaction between Tom Brown, Inc. ("TBI") and EnCana Oil & Gas (USA) Inc. ("EnCana"), such possible transaction being herein referred to as the "Transaction," TBI and EnCana acknowledge that TBI may make available to EnCana from time to time certain information concerning the structure of the proposed transaction and/or TBI's business, financial condition, operations, assets and liabilities, whether prepared by TBI, its advisors or otherwise. As a condition to entering into any discussions relating to the Transaction, EnCana agrees to comply with its obligations hereunder and to take or abstain from taking certain other actions as hereinafter set forth. 1. Evaluation Material; Non-Disclosure Obligation and Use Restriction. The term "Evaluation Material" shall mean all information, data and analysis furnished by TBI or its Representatives to EnCana or its Representatives relating to TBI or the Transaction, and any analyses, compilations, studies, documents or other material prepared by EnCana or its Representatives containing or based in whole or in part upon such information, data or analysis, but does not include information, data or analysis that (i) is already in the possession of E<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nCana or its Representatives or becomes subsequently available to EnCana or its Representatives on a non-confidential basis from a source not known or reasonably suspected by EnCana or its Representatives to be bound by a confidentiality agreement or secrecy obligation to TBI, (ii) is or becomes generally available to or known by the public other than as a result of a breach of this letter agreement by EnCana or its Representatives or (iii) has already been or is hereafter independently acquired or developed by EnCana without violating any confidentiality agreement or secrecy obligation to TBI. "Representatives" shall mean such party's affiliates, directors, officers, employees, agents, lenders or advisers and representatives of the foregoing. EnCana recognizes and acknowledges the potential competitive value of the Evaluation Material and the damage that could result from the disclosure thereof to third parties. Accordingly, EnCana agrees that the Evaluation Material will be used solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be disclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below 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 (other 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, tha<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>licable addresses set forth below: If to Seller, to: ENTEX Information Services, Inc. Six International Drive Rye Brook, N.Y. 10573 Facsimile No.: (914) 935-3720 Attention: Lynne A. Burgess, Esq., Senior Vice President and General Counsel with a copy (which shall not constitute notice to Seller) to: Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Facsimile No.: (212) 269-5420 Attention: Gerald S. Tanenbaum, Esq. If to CompuCom, to: CompuCom Systems, Inc. 7171 Forest Lane Dallas, Texas 75230 Facsimile No.: (972) 856-5395 Attention: Ms. Lazane Smith, Senior Vice President and Chief Financial Officer with a copy (which shall not constitute notice to CompuCom) to: Strasburger & Price, L.L.P. 901 Main Street, Suite 4300 Dallas, Texas 75202 Facsimile No.: (214) 651-4330 Attention: Frederick J. Fowler, Esq. or to such other address as such party shall have designated by notice so given to each other party. 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto. 6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable. 6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matte<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement. 6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. 6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NOVELL MUTUAL NON-DISCLOSURE AGREEMENT Effective Date: January 30, 2002 Company: Silver Stream Software Address: 2 Federal Street City: Billerica, State/Zip: MA 01821 Novel Contact Person: Name: Bill Smith Phone: (617) 914-8312 Fax: (801) 365-6265 Company Contact Person: Name: CRAIG DYNES Phone: (978) 262-3441 In order to protect certain Confidential Information which the parties desire to disclose hereunder, Novell, Inc. ("Novell") and the "Company" identified above agree to the following terms and conditions. The terms Discloser and Recipient as used herein apply to both parties to this Agreement in their respective roles as discloser of Confidential Information and recipient of Confidential Information. 1. Confidential Information. The "Confidential Information" of the respective pathos disclosed under this Agreement is described as follows: Novell: Any information and materials disclosed in relation to a potential business transaction between the parties. Company: Any information and materials disclosed in relation to a potential business transaction between the parties. Confidential Information may be disclosed in oral/verbal or tangible form. Discloser shall mark all Confidential Information disclosed in tangible form with a restrictive legend. Designated below is each party's representative for coordinating the exchange of Confidential Information. 2. Obligation of Confidentiality. For a period of three (3) years from the date of disclosure, Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of Discloser's Confidential Information as it uses with its own similar information that it does not wish to disclose publish, or disseminate, but in no event shall Recipient use less than reasonable care to protect Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees and 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 provided that prior agreement with such parties sufficient to require that party to treat the Confidential Information in accordance with this Agree<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ment. 3. Exception. No obligation of confidentiality applies to a Confidential Information that Recipient can show: (i) is or becomes, publicly available without breach of this Agreement but only from such date as it becomes so available; (ii) was rightfully in the possession of Recipient without obligation confidentiality prior to receipt thereof from Discloser (iii) was rightfully disclosed to Recipient by a third party with obligation of confidentiality; (iv) is independently developed Recipient without use of the Confidential Information; or (v) disclosed by Recipient with Discloser's prior written consent. 4. Recipient may use the Confidential Information solely for evaluation purposes in connection with Recipient business discussions with Discloser. If software is provided Recipient under this Agreement, Recipient agrees not to reverse compile or disassemble the software to discover the human perceivable portions of the code. 5. Ownership: All Confidential Information remains the property of Disclosure and/or its licensors. 6. Freedom of Use. Notwithstanding anything to the contrary, Recipient shall be free to use for any purposes the Residuals resulting from access to or work with Discloser's Confidential Information. However, the foregoing does not give Recipient the right to disclose (except as set forth in Section 3) the financial, statistical, or personnel information or the business plans of Discloser, and the foregoing 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|>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 Ent<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ity, 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 choos<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>dependent third party to conduct) an audit and/or assessment of the standard of compliance or non-compliance by the Company with the obligations under this Clause 4. 5 RETURN OF CONFIDENTIAL INFORMATION 5.1 The Company shall within seven days of: (f) completion of the Purpose; or (g) receipt of a written request from IHiS; or (h) expiry or termination of the Agreement, return to IHiS all documents and materials (and all copies thereof) containing the IHiS’ Confidential Information or destroy the same, and certify in writing to IHiS that it has complied with the requirements of this sub-clause. Notwithstanding the completion of the Purpose or return of the documents and materials as aforesaid, the Company shall continue to be bound by the undertakings set out in Clauses 3 and 4 above. 6 DISCLAIMER AND WARRANTY 6.1 IHiS reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, patent application, invention, discovery, copyright or other intellectual property right now or in the future held, made, obtained or licensable by IHiS. 6.2 All Confidential Information shall be disclosed on an “AS IS” basis. IHiS accepts no responsibility for and does not make any representation (express or implied) with respect to the accuracy or completeness of the Confidential Information provided. IHiS shall not be liable to the Company for any expenses, losses or damages incurred by, or action taken against, the reciving party in reliance on information disclosed hereunder. 6.3 Nothing herein requires the disclosure of any Confidential Information of IHiS or requires IHiS to enter into any agreement or relationship or to proceed with or complete any transaction. 6.4 No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay by IHiS in exercising or enforcing any right, power or privilege under this Agreement shall be deemed a waiver of any such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise. 7 DAMAGES NOT AN ADEQUATE REMEDY 7.1 The Company acknowledges that the Confidential Information has been developed or obtained by IHiS through the investment of significant time, effort and expense, and that such Confidential Information provides IHiS with a significant competitive advantage over its competitors. The Company understands and agrees that any breach of this Agreement, as well as any unauthorised processing, collection, access, use or disclosure of Personal Data by the Company, will result in immediate and irreparable harm to IHiS and its Affiliates and that monetary damages may not be an adequate remedy in the event of such a breach or threatened breach of this Agreement. Accordingly, the Company agrees that IHiS shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of a breach or threatened breach of this Agreement in addition to all other remedies available to IHiS seeking remedy at law or in equity. 8 NO GRANT OF INTELLECTUAL PROPERTY RIGHTS 8.1 IHiS reserves all rights in the Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be imp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by IHiS. 9 CONFIDENTIALITY OF THIS AGREEMENT 9.1 The Company agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of IHiS or of any other Affiliate of IHiS in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of IHiS, such consent not to be unreasonably withheld. 10 INDEMNITY 10.1 The Company shall render all assistance to IHiS in any action or proceeding and sh<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 99.1 CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into this 30th day of July, 2012, by and among HF Financial Corp., a Delaware corporation (along with its affiliates, the “Company”), and Jacobs Asset Management, L.L.C. (the “Recipient” or “JAM”). The Company and the Recipient are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” RECITALS A. The Company desires to exchange views and information with JAM, its largest shareholder. B. The Company intends to provide JAM access to certain non-public, confidential or proprietary information concerning the Company. C. In order to induce the Company to provide access to the Confidential Information (as hereinafter defined), the Recipient hereby agrees to be bound by the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below: The term “Confidential Information” refers to (i) all business or financial information (including business plans, budgets, forec<|eot_id|> <|start_header_id|>assistant<|end_header_id|>asts and financial projections) of the Company or its subsidiaries (or of others having business relationships with the Company), or concerning the Matter, whether or not marked or otherwise identified as confidential or proprietary, (ii) any other information or materials marked or designated as “confidential” or “proprietary” by the Company at the time of its disclosure to the Recipient and (iii) any other information or materials that the Company maintains as confidential or that is proprietary to the Company, the nature of which or the circumstances surrounding the disclosure of which would indicate to a reasonable person that such information or materials are confidential or proprietary. The foregoing information and materials shall be “Confidential Information” whether evidenced, transferred or transmitted in writing, orally, visually, electronically or by any other means, and whether disclosed before or after the date of this Agreement. “Confidential Information” shall also include all Derivative Materials. Notwithstanding anything to the contrary in this Agreement, “Confidential Information” shall not include information that (A) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient; or (B) is or becomes available to the Recipient on a non-confidential basis from any source other than the Company or its Representatives, which source has represented to the Recipient (and that the Recipient reasonably believes after due inquiry) that such source is entitled to disclose such information without the Recipient being bound by any obligation of confidentiality, provided that upon the Recipient becoming aware that such information is Confidential Information that the source was not entitled to disclose, this Agreement shall thereafter apply to such Confidential Information. The term “Derivative Materials” refers to all summaries, analyses, compilations, data, studies or other documents prepared by the Recipient (i) containing, or based in whole or in part on, any Confidential Information provided by the Company or its Representatives, or (ii) reflecting the Recipient’s review of the Company or the Recipient’s interest in the Matter. The term “Person” refers to any natural person, corporation, limited liability company, partnership, trust or other legal entity. The term “Representatives” refers to a Person’s directors, officers, employees, attorneys, accountants, consultants, financial advisors and other agents and representatives. The term “Recipient” shall include (i) the Recipient, (ii) its affiliates, subsidiaries, and divisions, (iii) any Person that directly or indirectly, through intermediaries or otherwise, controls or owns a controlling interest in the Recipient and (iv) the Representatives of any of the foregoing Persons. ARTICLE II CONFIDENTIALITY Section 2.1 Non-Disclosure and Non-Use Covenants. As a condition to the Company’s disclosure of the Confidential Information to the Recipient, the Recipient hereby covenants and agrees that all Confidential Information will be kept confidential by the Recipient and will not, without the prior written consent of the Company, be disclosed by the Recipient, in any manner whatsoever, in whole or in part, and will not be used by the Recipient, directl<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider. 4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation. 4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations. 4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedure<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization. 4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town. 5. Right to Audit 5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion. 5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town. 6. Return of Confidential Information 6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information 7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider. 7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control. 8. Ownership of Information 8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>operty of the Discloser and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the Recip-ient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Re-cipient shall be the sole property of the Discloser. 3.7 The Recipient shall promptly return or destroy all copies (in whatever form repro-duced or stored), including all notes and derivatives of the Confidential Information dis-closed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient. 3.8 Notwiths<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information. 3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confi-dential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 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|>ent or otherwise) in Zero to Pitch Deck – February 11th 2017 (“the Event”) that is organized by Pitch Deck Fire or it’s officers. Parties agree to enter into this agreements by purchasing a ticket to or attending the event as on the date of the ticket purchased or event date, whichever comes first (“Effective Date”). The agreement covers information shared by and between any event participant (“the Disclosing Party”) and any other event participant, (“the Recipient”) (collectiv<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ely, “the Parties”). Purpose for Disclosure (“Business Purpose”): Relevant information may be disclosed by the Disclosing Party to the Recipient during the course of activities of the event to collaboratively ensure that attendees fully understand and effectively utilize the training material. This agreement covers the entirety of the event and any and all information shared by any party at the event to any other party at the event or after the event. The information may be shared verbally, visually, in a document, via email or other digital forum. The Parties hereby agree as follows: 1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation. 2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof. 3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality. 5. In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys' fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclo<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ctual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 12. Termination. This Agreement shall became effective upon the Effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties. 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows: If to NEW RIVER: New River Pharmaceuticals Inc. The Governor Tyler 1902 Downey Street Radford, VA 24141 USA Attention: Randal J. Kirk Fax: (540) 633-7979 With a copy to: New River Pharmaceuticals Inc. The Governor Tyler 1902 Downey Street Radford, VA 24141 USA Attention: Marcus E. Smith, Esq. Fax No.: (540) 633-7971 If to SHIRE: Shire US Inc. 7900 Tanners Gate Drive Florence, KY 41042 USA Attention: Jeff Martini Fax: (859) 282-2103 With a copy to: Shire US Inc. 7900 Tanners Gate Drive Florence, KY 41042 USA Attention: Kevin T. Anderson, Esq. Fax: (859)282-1794 Any party may change its address for notices by giving the other party notice of such change in the manner provided above. 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. 16. Governing Law; Attorneys’ Fees. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof). Each party irrevocably submits to the jurisdiction of the United States District Court for the Western District of the Commonwealth of Virginia for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lated hereby, which is brought by or against any party and (i) each party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court, (ii) to the extent that any party has acquired, or hereafter may acquire, any immunity from jurisdiction of any such court or from any legal process therein, it hereby waives, to the fullest extent permitted by law, such immunity and (iii) agrees not to commence any action, suit or proceeding relating to this Agreement except in such court. Each party hereby waives, and agrees not to assert in any such suit, action or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) it is not personally subject to the jurisdiction of any such court, (b) it is immune from any legal process (whether through service or notice, attachment prior to judgment attachment in aid of execution, execution or otherwise) with respect to it or its property or (c) any such suit, action or proceeding is brought in an inconvenient forum. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses. 17. Waiver. No waiver by either Party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either Party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. 18. Binding Authority. Each Party represents and warrants that (a) it has the power and authority to enter into this Agreement, (b) it has the right to permit the other Party to evaluate Information in accordance herewith, and (c) the terms of this Agreement are not inconsistent with any other contractual or legal obligation it may have. 19. Multiple Counterparts. This Agreement may be executed in any number of counterparts, and the Parties may execute and exchange facsimile copies of this Agreement, all of which taken together shall constitute one agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives on the date set forth above. New River Pharmaceuticals Inc. Sh<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>in connection with the transactions contemplated hereby provided that such persons are bound by confidentiality agreements no less stringent than those in this Agreement. Use of Confidential Information 1.3 Each party will use the Confidential Information it receives solely for the purpose of evaluating the Acquisition and not for any other purpose and, except to the extent permitted by paragraph 1.5 hereof, will keep such Confidential Information strictly confidential, provided, however, that Confidential Information may be disclosed to such Representatives as needed to know such information for the purpose of evaluating and negotiating the terms of the Acquisition and for no other purpose. Non-Disclosure 1.4 Except to the extent permitted by paragraph 1.5 hereof, for a period of twelve (12) months following the conclusion of any discussions or negotiations relating to the Acquisition, the parties hereto will direct their respective Representatives to not disclose to any person or entity that the Confidential Information has been made available, that discussions or negotiations are taking place or have recently taken place concerning the Acquisition, or any of the terms, conditi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ons or other facts with respect to any other possible transaction between the parties hereto. Property Rights Maintained 1.5 Confidential Information disclosed shall be and shall remain the property of the Disclosing Party. In the event that the parties hereto do not proceed with the Acquisition by October 31, 2007, and, in any event, within five (5) days after being so requested by either party, both parties shall return or destroy all documents furnished by the other. Any oral Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement. ARTICLE 2 STANDSTILL Zulu and its principal shareholders agree that until October 31, 2007, or such shorter period if either party notifies the other that it no longer wishes to proceed with the Acquisition (“Term of this Agreement”), that they will not, directly or indirectly, solicit, initiate or encourage submission of proposals of offers from any third party relating to any acquisition, purchase or option to purchase an equity interest in Zulu, or any merger, consolidation or business combination with Zulu or the sale of substantially all of the assets of Zulu. In the event Zulu receives any solicitation, proposal or offer with regard to the foregoing, Zulu shall provide written notice to Swansi within two business days of its receipt by Zulu or its principals. ARTICLE 3 NON-CIRCUMVENTION Suppliers and Customers 3.1 The parties hereto agree that they shall not solicit business from any supplier, customer, client or contact of any other party hereto for the purpose of circumventing the relationship between such party and such supplier, customer, client and/or competing with such party during the Term of this Agreement without prior written consent. Material Inducement 3.2 Each party hereto acknowledges and agrees that the other parties hereto have a material interest in preserving the relationships they have developed with their customers and employees against impairment by competitive activities of other persons and entities. Accordingly, each party agrees that the restrictions and covenants contained in this Agreement are of the essence of this Agreement and constitute a material inducement by the each party to the other to disclose the Confidential Information. ARTICLE 4 INJUNCTION The parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement and that in addition to other remedies, each offended party shall be entitled to specific performance and injunctive or other equitable relief, and in such circumstances the offending party agrees to waive posting of a bond to secure any such equitable relief hereunder. ARTICLE 5 DEFINITIVE AGREEMENTS; DISCLOSURE The parties hereto will use their best efforts to enter into a definitive acquisition agreement and any other documents that may be necessary in order to consummate the Acquisition by October 31, 2007. If a definitive agreement has not been entered into by such date, then this Agreement<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>dy known by or in the possession of Institution at the time of disclosure by Discloser; (c) is independently developed by Institution without use of or reference to Discloser’s Confidential Information; or (d) is obtained by Institution from a third party that has not breached any obligations of confidentiality. 3. Maintenance of Confidentiality 3.1 Use. Institution agrees to use the Confidential Information only for evaluation purposes to determine whether to conduct clinical studies sponsored by Discloser. Institution shall not use the Confidential Information for its own benefit or the benefit of another. 3.2 Non-Disclosure. Institution agrees not to disclose or otherwise make available any of the Confidential Information to anyone except those employees and agents of Institution who need to know the Confidential Information to carry out the Purpose and who are bound by obligations of non-use and non-disclosure substantially similar to those set forth herein. Institution shall be responsible for any disclosure or use of the Confidential Information by its employees or agents. 3.3 Care. Institution shall protect Discloser’s Confidential Information using not less than the same care it uses with respect to its own confidential information, but at all times at least reasonable care. 3.4 Required Disclosure. Institution may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that Institution promptly provides to Discloser prior written notice of such disclosure. 4. Ownership of Confidential Information. Institution agrees that Discl<|eot_id|> <|start_header_id|>assistant<|end_header_id|>oser shall retain all rights to the Confidential Information. No license of any such rights to Institution is granted or implied. 5. Term and Continuing Obligations 5.1 Term. This Agreement shall commence as of the Effective Date, and continue for a period of one (1) year, or until earlier terminated by one party providing written notice of termination to the other, whichever comes first. 5.2 Survival. Institution's duty to protect Discloser’s Confidential Information shall survive the termination or expiration of this Agreement for a period of five (5) years. 5.3 Return or Destroy. Institution shall promptly return or, at Discloser’s option, destroy, all Discloser’s Confidential Information related to a clinical study if Institution does not participate in such clinical study, upon termination or expiration of this Agreement, or upon written request by the Discloser, provided however, that Institution may retain in confidence under this Agreement one archived copy of the Discloser’s Confidential Information solely for the purpose of administering Institution’s obligations hereunder. 6. Injunctive Relief. Institution agrees that (i) any breach of this Agreement may result in significant and irreparable damage to Discloser, and (ii) Discloser shall be entitled, in addition to any other remedies available at law, to seek injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach of this Agreement. 7. Miscellaneous 7.1 No Obligation. This Agreement does not obligate the parties to enter into negotiations or any subsequent agreement. Any agreement concerning a relationship can only be made in a definitive written agreement, executed on behalf of each party by an authorized representative. 7.2 Entire Agreement. This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof. No agreement modifying or waiving any provision of this Agreement shall be binding unless made in a writing that references this Agreement and is signed by the parties. Facsimile or electronic signed copies shall have the same effect as originals. C. Colthorp IN WITNESS WHEREOF, the duly authorized representatives designated below have executed this Agreement as of the Effective Date. DISCLOSER THE REGENTS <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Recipient of Confidential Information Shall be: UW Oshkosh Company Both This Non-Disclosure Agreement (“Agreement”) is entered into on the date of the last signature set forth below (the “Effective Date”), between and the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin Oshkosh, 800 Algoma Blvd, Oshkosh, WI 54901. Each of the foregoing are hereinafter referred to as "Party" and together as "Parties." WHEREAS, the parties desire to discuss and/or exchange information regarding (insert description of proposed research, service, or material involved) (“Project”); WHEREAS, the parties wish to enter into discussions for the purpose [insert description of purpose, such as: of initiating a collaboration and developing research projects of mutual interest] (“Purpose”); WHEREAS, each party may have proprietary interests such as patentable subject matter not yet covered by a patent application, other intellectual property, or other interests which require that the information be maintained in confidence; and WHEREAS, in connection with the Project, each party may disclose to the other certain proprietary technical, procedural, or business information which the Disclosing Party desires the Receiving Party to treat as confidential as it relates to the Project; NOW THEREFORE the parties agree as follows: 1. All information disclosed by one party to the other to evaluate the Project and/or Purpose that is designated in writing as “Confidential” at the time of disclosure or if disclosed orally is designated in writing as “Confidential” within fifteen (15) days of disclosure is “Confidential Information.” Confidential Information does not include information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party; (b) is generally available in the public domain or thereafter becomes available to the public through no act of the Receiving Party; (c) is independently discovered by an employee, agent, or representative of the Receiving Party who had no knowledge of the Confidential Information disclosed; or 2. is made available to the Receiving Party as a matter of lawful right by a third party. The Receiving Party agrees to disclose Confidential Information only to their respective employees, agents, or representatives who have been determined to have a need to know<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and have been advised of their obligation to comply with the terms of this Agreement. To the extent allowed by the law applicable to the Receiving Party, including, but not limited to, for UW-Oshkosh, Wis. Stat. §§ 893.82 & 895.46,” the Receiving Party will be liable for any breach of this agreement by any of its employees, agents, affiliates or representatives that receive access to the Confidential Information. 3. The Receiving Party shall take such steps as may b<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. The Receiving Party will instruct its Representatives who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion. The Receiving Party will be responsible for the compliance of its Representatives with the terms of this Agreement. If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). The Disclosing Party shall reimburse the Receiving Party for all of its reasonable out-of-pocket expenses incurred in connection with its compliance with the terms of the immediately preceding sentence. Section 4. Compliance by Af<|eot_id|> <|start_header_id|>assistant<|end_header_id|>filiates. Each of ADP and the Partner will be responsible for compliance by its respective Affiliates with the terms of this Agreement. Section 5. Limitation on Obligation; No warranties, etc. Except for the obligation of confidentiality and the restrictions on use imposed by this Agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party by virtue of any meeting or any discussion regarding the Evaluation with respect to whatever information is exchanged. Further, this Agreement and any meetings or communications of the parties relating to the subject matter of this Agreement will not (i) constitute any offer, request, or contract among the parties to engage in any transaction, nor (ii) constitute any offer, request or contract involving a buyer-seller relationship, venture, teaming or partnership relationship among the parties. Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information disclosed by it. Section 6. Reproduction and Return of Confidential Information. The Receiving Party will not reproduce the Confidential Information except as reasonably necessary for purposes of the Evaluation. If the Receiving Party reproduces all or any part of any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof. At the request of the Disclosing Party, the Receiving Party will either return to the Disclosing Party or destroy all Confidential Information and any reproductions thereof. The authorized officer of the Receiving Party that is responsible for such return or destruction shall deliver a written certification to the Disclosing Party of such return or destruction. The Receiving Party’s obligations under Sections 2 and 3 will survive any return or destruction of Confidential Information. Section 7. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Section 8. Competition; Independent Product Development Not Affected. The parties hereto acknowledge that they may compete in certain lines of business. Nothing herein shall be construed to prevent the parties from continuing to so compete or from continuing to carry out their respective plans and objectives, provided that the parties comply with the terms of this Agreement. Further, the terms of this 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. In addition, each party agrees that any demonstration, description, or disclosure of its products, services, or metho<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Limited Purpose”). C. ISCA wishes to ensure that the Vendor shall maintain and Vendor agrees to maintain the confidentiality of all Confidential Information so disclosed at all times. IN CONSIDERATION of ISCA agreeing to disclose to the Vendor Confidential Information, the Parties hereby agree as follows: 1. Definitions “Confidential Information” means ISCA’s information comprising all data and information relating to the business, technical, and other operations of ISCA, and all other information of ISCA whatsoever obtained by Vendor pursuant to, by virtue of, or in the course of negotiating or performing the Services or an agreement for the Services, including where applicable (without any limitation): (a) all technical information, data, databases, source codes, object codes, know-how, processes, formulae, designs, drawings, documents, specifications, manuals, inventions, images, and all information comprised in and/or concerning equipment, systems, research, prototypes, samples, products, or services; (b) all of ISCA’s plans, models, proposals, ideas, functionalities, workflow, work processes, network and system information, including those relating to the Services; (c) all marketing, sales, business, financial, operational, commercial, and human resource information, including financial data and business plans; (d) all contractual arrangements, forecasts, accounting and tax records, strategies, models, product and service information; (e) all ISCA IPR; (f) all of Vendor’s proposals to ISCA for the Services, and ISCA’s requirements, requests, instructions, and specifications to Vendor for the Services; (g) all communication between Vendor and ISCA; (h) all customer, client, and employee information and personal data; (i) any other proprietary information; and (j) all other information, data, experience and expertise, materials and diskettes stamped or marked as "confidential" of whatever kind, whether written, e<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lectronic or in oral form, which is either directly or indirectly disclosed to the Vendor or received by the Vendor from ISCA and/or its employees, advisors or consultants, whether or not such information belongs to ISCA, or to a third party. “Effective Date” means the date of commencement of the Parties’ obligations under this Agreement, being []. “IPR” means all copyright, patent rights, design rights, trade marks, layout-design rights, trade secrets, proprietary rights and any other intellectual and industrial property rights whether registered or unregistered, in all countries of the world, and shall include without limitation, any pending patent applications and/or any part thereof. “Limited Purpose” is defined in Recital B. “PDPA” means the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and all subsidiary legislation and guidelines issued pursuant thereto. “Personal Data” shall have the same meaning as that set out in the PDPA. “Services” is defined in Recital A. 2. Confidentiality Obligations 2.1 The Vendor hereby agrees to maintain as confidential and agrees not to use except for the Limited Purpose, any part or the whole of any Confidential Information. 2.2 The Vendor shall: (1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) and purely on a “need to know” basis in furtherance of the Limited Purpose (“Authorised Employees”), and shall not use any Confidential Information for any purpose other than the Limited Purpose; (2) keep all materials and media containing Confidential Information in secure premises which are in the exclusive possession and control of the Vendor and with access restricted to Authorised Employees only (“Controlled Premises”); (3) not store any Confidential Information in any externally accessible computer, server or media, or remove or transmit it outside the Controlled Premises; (4) keep a written record of all copies or reproductions of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (where applicable); and (5) exercise, in relation to the Confidential Information, no lesser security measures and degree of care than those which the Vendor applies to its own confidential information (and which the Vendor warrants as providing adequate protection against any unauthorised disclosure, copying, or use). 2.3 In the event that the Parties do not execute any agreement for the Services or upon demand by ISCA, the Vendor undertakes to forthwith: (1) return all Confidential Information (including all originals and copies) to ISCA; or (2) where (1) is not possible, at IS<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>mpany has engaged DLA Piper LLP (US) and its affiliated firms as its legal counsel in connection with the Possible Transaction, and Participant hereby (i) consents to the continued representation of the Company by DLA Piper LLP (US) and its affiliated firms in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Participant and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) and its affiliated firms that may arise from its representation of the Company in connection with the Possible Transaction, including but not limited to representing the Company against Participant and/or its affiliates in litigation, arbitration, or mediation in connection therewith. Notwithstanding the foregoing, in the event of any dispute (including litigation, arbitration, <|eot_id|> <|start_header_id|>assistant<|end_header_id|>or mediation) between the Parties related to this Agreement, DLA Piper LLP (US) and its affiliated firms will not represent either Party. In addition, Participant hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Participant has obtained independent legal advice with respect to this consent and waiver. Participant further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US) and its affiliate firms, and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. Each of DLA Piper LLP (US) and its affiliated firms are an express third party beneficiary of this paragraph. IN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below. JAMBA, INC. FOCUS BRANDS INC. By: /s/ David Pace By: /s/ Sarah Powell Name: Dave Pace Name: Sarah Powell Title: CEO Title: EVP, General Counsel & Secretary Date: March 30, 2018 Date: March 29, 2018<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 than 5% of the interests in a publicly traded entity), or (v) as a member or manager of any limited liability company (other than the ownership of less than 5% of the interests in a publicly traded entity). 6.2. As used herein, the term "affiliate" with respect to any person shall mean any person or entity which controls such person, which that person controls, or which is under common control with that person. In the case of Selling Shareholder, the term "affiliate" shall include the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, a trust for the benefit of any of the preceding, or any corporation, partnership, joint venture, or other entity which the Selling Shareholder, the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, or a trust for the benefit of any of the preceding, controls. For purposes of the preceding sentences, the term "control" means the power, direct or indirect through one or more intermediaries, to direct or cause to the direction of the management and policies of a person or entity through voting securities, contract, or otherwise. 7. INJUNCTION; REMEDIES. The Selling Shareholder acknowledges that Dollar Tree shall have no adequate remedy at law and that irreparable injury may result to Dollar Tree in the event Selling Shareholder violates or breaches any of the above agreements, covenants, or restrictions. Therefore, it is hereby agreed that upon any breach of any of the above covenants, agreements, or restrictions, Dollar Tree shall be entitled, in addition to any other remedies available, to an injunction to restrain the violation or breach of any of the terms of such covenants, agreements, or restrictions by Selling Shareholder, and that no bond shall be required in procuring any such injunction. In addition, if any party files suit to enforce its rights under this Agreement and prevails, the other party agrees to reimburse the prevailing party for all reasonable costs and fees, including any reasonable attorney's fees the prevailing party incurs. The court shall determine who is the prevailing party for purposes of the preceding sentence. The foregoing remedies for breach of this Agreement are cumulative and not exclusive of any other remedies Dollar Tree may have at law or in equity in the event of breach. 8. ENFORCEABILITY. 8.1 Selling Shareholder has examined this Agreement in detail, understands the nature of the burdens imposed by this Agreement, and is entering into this Agreement on Selling Shareholder's own volition. Selling Shareholder has been encouraged by Dollar Tree to have this Agreement reviewed by Selling Shareholder's independent legal counsel and has had adequate opportunity to do so. Selling Shareholder agrees that the restrictions, covenants and agreements contained in this Agreement are (i) reasonable in all respects (including, without limitation, geographic area and duration), (ii) necessary to protect the value of Dollar T<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ree, and (iii) are not unduly harsh upon Selling Shareholder's ability to earn a livelihood. Selling Shareholder represents that upon careful review, Selling Shareholder knows of no reason why any agreement, covenant, or restriction contained in this Agreement is not reasonable and enforceable. 8.2 If any provision of this Agreement shall be found by any arbitration panel or court of competent jurisdiction to be invalid or unenforceable, such provision shall be replaced by such panel or court by a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision and, as modified, shall be enforced as any other provision hereof, all other provisions continuing in full force and effect to the maximum extent possible. The enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. NON-DISPARAGEMENT. From and after the execution of this Agreement, the Selling Shareholder shall not make any material public statement, representation or communication of any sort, whether oral, in writing, or by any other medium, which disparages Dollar Tree, its directors, officers, shareholders, partners, employees, products, services or financial condition. 10. NO DEFENSE. The existence of any claim or cause of action of the Selling Shareholder against Dollar Tree, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Dollar Tree of the restrictions, covenants and agreements contained herein. 11. AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement of Selling Shareholder and Dollar Tree at any time. 12. WAIVER OF COMPLIANCE; CONSENTS. Any failure of the Selling Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived only by a writing signed by Dollar Tree only and such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 13. NOTICES. All claims, notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon receipt when delivered by hand or sent by overnight delivery by a nationally recognized private courier, (ii) upon receipt for notices delivered by facsimile or (iii) three (3) business days after being mailed, first class, certified mail, return receipt requested, with postage prepaid: 13.1 If to the Selling Shareholder, to: [Insert address] with a required copy to: Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, California 94111 Attention: Tracy Edmonson, Esquire Telecopier: 415-395-8095 or to such other person or address as any of the Selling Shareholder shall furnish to Dollar Tree. 13.2 If to Dollar Tree to: Dollar Tree Stores, Inc. 500 Volvo Parkway Chesapeake, Virginia 23320 Attention: Mr. H. Ray Compton Telecopier: 757-321-5111 in each case with a required copy to: William A. Old, Jr., Esquire Hofheimer Nusbaum, P.C. 1700 Dominion Tower 999 Waterside Drive Norfolk, Virginia 23510 Telecopier: 757-629-0660 or to such other person or address as Dollar Tree shall furnish to the Selling Shareholder. 14. ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and any subsidiaries of Dollar Tree and their respective heirs, successors and permitted assigns, but neith<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 or to its Representatives, before, on or after the date of this Agreement, regardless of the manner in which it is delivered, disclosed or furnished, and will also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to the Receiving Party or its Representatives pursuant to this Agreement. Notwithstanding any other provision of this Agreement, the term Confidential Information will not include information which: (i) is or becomes generally available to the public, through no fault of the Receiving Party or its Representatives; provided, however, that specific aspects or details of Confidential Information will not be deemed to be within the public domain, or in the possession of the Receiving Party in accordance with Section (b)(ii), merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party in accordance with Section (b)(ii) merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party; (ii) can be demonstrated by do<|eot_id|> <|start_header_id|>assistant<|end_header_id|>cumentation or competent proof to have been in the possession of the Receiving Party before its being furnished to the Receiving Party by or on behalf of the Disclosing Party, provided that the Receiving Party does not know, or have a reasonable basis for concluding, that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information; (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that the Receiving Party does not know or have reason to believe that the source is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party with respect to such information; or (iv) the Disclosing Party agrees in writing is not Confidential Information. (c) “Discussion Information” has the meaning provided in Section 3(c). (d) “Disclosing Party” means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed, in any particular circumstance. (e) “Exchange Act” means the Se<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>purpose for which it is disclosed and otherwise than in accordance with the provisions of this agreement; 3.1.3. derive any benefit, whether directly or indirectly, from the Confidential Information and, without limiting the generality of the aforegoing, be engaged, involved, concerned or interest, whether directly or indirectly, in the economic exploitation of the Confidential Information. 3.2. The parties shall take all possible steps to prevent the Confidential Information Falling into the hands of unauthorised third parties. In order to give effect to their obligations in terms of the above clause, the parties, prior to making any disclosure, inform every person to whom disclosure of any of the Confidential Information is made in the manner permitted by the above clause of the confidential nature of the information and of the terms imposed by this agreement and shall require them to abide by same. The parties accept full responsibility and vicarious liability for any actions or omissions of any such person insofar as same may result in any disclosure of any of the Confidential Information contrary to the terms of this agreement. 3.3. The parties acknowledge that the unauthorized disclosure of the Confidential Information of the other party to a third party may cause irreparable loss, harm and damage to the party to whom the Confidential Information belongs and each party therefore indemnifies and holds the other party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, sustained (whether directly or indirectly) by a party as a result of the party’s breach of its obligations in terms of this agreement. 3.4. Unless the parties otherwise agree in writing, any documents or records relating to the Confidential Information of the other party which come into the possession of either of them during the existence of this agreement or at any time thereafter: 3.4.1. shall be deemed to form part of the Confidential Information and shall be subject to the terms of this Agreement; 3.4.2. shall not be copied, reproduced, published or circulated by the party receiving the Confidential Information; and 3.4.3. shall be surrendered to the party who divulged the Confidential Information on demand and the receiving party shall not retain any copies or extracts thereof. 4. CESSION IN THE EVENT OF SALE Should either party (“the selling party”) sell their business or any part thereof, then the other party hereby agrees that the selling party shall be entitled to cede the transfer to the purchaser of the business all of the selling party’s right, title and interest in and to this agreement and that the purchaser shall be entitled to enforce the terms of the agreement against the other party as if the purchaser were a signatory to this agreement. 5. NOTICES AND DOMICILIA 5.1.1. The parties hereby nominate the physical address set out under their names as their domicilium citandi et excecutandi for the giving of notices, the serving of legal processes and any other purposes arising from this agreement. Each party may change its chosen address in South Africa provided that such change shall only take effect ten days after such party has given written notice of the change to the other party. 6. GOOD FAITH AND CO-OPERATION 6.1. In the implementation of this agreement, the parties undertake to observe the utmost good faith and they warrant in their dealings with one another that they shall neither do anything nor refrain fr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>om doing anything that might prejudice the rights, assets or interests of the other(s). 6.2. Each of the parties undertakes to complete, sign and deliver all documents and to do all things within its powers that are necessary to implement the terms of this agreement. 7. GENERAL 7.1. This agreement constitutes the whole agreement between the parties in relation to the subject matter hereof and no party shall be bound by any representations, warranties, undertakings or the like not recorded herein. 7.2. No addition to or variation, consensual termination or novation of this agreement, and no waiver of any right arising from this agreement or its breach or termination shall be valid or enforceable unless it is in writing and signed by all the parties or their duly authorised representatives. 7.3. No failure to enforce, or delayed or partial enforcement of, a right by any party shall prejudice or derogate from the rights of such party under this agreement, nor shall it constitute a waiver or novation of that party’s rights under this agreement and it shall not estop or otherwise prevent such party from enforcing at any time all its rights arising out of this agreement. 7.4. This agreement shall be governed by and interpreted in accordance with South African law. CEE VEE TRANSPORT CONSULTANTS SA (PTY) LT<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language<|eot_id|> <|start_header_id|>assistant<|end_header_id|> to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: fanny.caputo@cea.fr if to Tel: Email: 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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)(2) December 7, 2012 JAB Beech Inc. 2200 Pennsylvania Avenue, NW Washington, DC 20052 Non-Disclosure Agreement Ladies and Gentlemen: In connection with a possible negotiated transaction (the “Possible Transaction”) with Caribou Coffee Company, Inc., a Minnesota corporation (the “Seller”), the Seller expects to make available to JAB Beech Inc. (“you” or, together with Seller, the “parties”) certain information concerning itself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the stockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source that the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed (collectively, “Representatives”), you agree to treat any information concerning the Seller (whether prepared by the Seller, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to you or your Representatives now or in the future by or on behalf of the Seller (herein collectively referred to as the “Evaluation Material”) in accordance with, and subject to, the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall include information (including historical financial information that has not been publicly disclosed) concerning Seller pertaining to legal and regulatory matters, customers, depositors, vendors, projections, forecasts or investments, and all records, notes, computer data, analyses, compilations, studies, reports, interpretations or other documents to the extent containing, in whole or in part, the information furnished to you or your Representatives by or on behalf of the Seller, provided, that the term “Evaluation Material” does not include information which (1) is or becomes generally available to the public other than as result of a breach of this Agreement by you or your Representatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Seller, provided that the source of such information was not known after reasonable due inquiry by you to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the Seller or any other party with respect to such information, or (iii) is independently developed by you or by other<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s on your behalf without violating any of your obligations under this Agreement, or (iv) becomes available to you on a non-confidential basis from a source other than the Seller or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller or another party. 2. Use of Evaluation Material. You agree that you and your Representatives will use the Evaluation Material solely for the purpose of proposing, evaluating, negotiating and consummating a Possible Transaction in accordance with the terms of this Agreement (the “Evaluation”) and that any other use of the Evaluation Material will constitute a breach of this Agreement. You agree to keep the Evaluation Material strictly confidential and not to use or disclose the Evaluation Material without the prior written consent of the Seller, except that, subject to the provisions hereof, you may disclose Evaluation Material to your Representatives to the extent that they need to know such Evaluation Material for purposes of the Evaluation, provided such Representatives are informed of the confidential nature of the Evaluation Material and the material terms of this Agreement and agree to be bound by the confidentiality provisions hereof (it being understood that, except in the case of financing sources, the foregoing shall not require any agreement in writing), and<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>expertise, materials and diskettes stamped or marked as "confidential" of whatever kind, whether written, electronic or in oral form, which is either directly or indirectly disclosed to the Vendor or received by the Vendor from ISCA and/or its employees, advisors or consultants, whether or not such information belongs to ISCA, or to a third party. “Effective Date” means the date of commencement of the Parties’ obligations under this Agreement, being []. “IPR” means all copyright, patent rights, design rights, trade marks, layout-design rights, trade secrets, proprietary rights and any other intellectual and industrial property rights whether registered or unregistered, in all countries of the world, and shall include without limitation, any pending patent applications and/or any part thereof. “Limited Purpose” is defined in Recital B. “PDPA” means the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and all subsidiary legislation and guidelines issued pursuant thereto. “Personal Data” shall have the same me<|eot_id|> <|start_header_id|>assistant<|end_header_id|>aning as that set out in the PDPA. “Services” is defined in Recital A. 2. Confidentiality Obligations 2.1 The Vendor hereby agrees to maintain as confidential and agrees not to use except for the Limited Purpose, any part or the whole of any Confidential Information. 2.2 The Vendor shall: (1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) 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|>and that the Receiving Party shall not acquire any proprietary interest in the Confidential Information. All applicable rights to mask works, topographies, patents, copyrights, trademarks and trade secrets with respect to the Confidential Information are retained exclusively by the Disclosing Party. 3.2 Disclaimer. Except as may otherwise be set forth in another signed, written agreement between parties, the Disclosing Party makes no representation or warranty as to accuracy, completeness, condition, suitability, patentability or performance of the Confidential Information, and the Disclosing Party shall have no liability whatsoever to the Receiving Party resulting from its use of the Confidential Information. 4. TERMINATION. Either party may terminate this Agreement at any time by written notice to the other party. Upon such termination or other expiration of this Agreement, the Receiving Party will return all of the Confidential Information in written or other tangible form, including any copies made, to the Disclosing Party together with certification that any other copies or notes or summaries (to the extent including the Confidential Information) have been destroyed. The provisions of Sections 1 through 5 of this Agreement shall survive any termination or expiration. 5. INJUNCTIVE RELIEF. The parties acknowledges that a Disclosing Party will be irreparably harmed if the Receiving Party's obligations under this Agreement are not specifically enforced and that the Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation by the Receiving Party of the Receiving Party's obligations. Therefore, in addition to all other remedies it may have, the Disclosing Party shall be entitled to an injunction or any appropriate decree of specific pe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rformance for any actual or threatened violations or breaches by the Receiving Party or the Receiving Party's employees or agents without the necessity of the Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy, and without posting a bond. 6. MISCELLANEOUS. Neither party shall assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party; failure by a party to enforce any provisions of this Agreement at any time shall in no manner affect the right of that party at a later time to enforce any provision of this Agreement; this Agreement shall be governed by and construed in accordance with the laws of England without reference to the principles of conflict of laws; in the event that any word, phrase, clause, sentence or other provision herein shall violate any applicable statute, ordinance or rule of law in any jurisdiction which governs this Agreement, such provisions shall be effective to the extent of such violation without invalidating any other provision herein; this Agreement supersedes all previous understandings or agreements between the parties and incorporates the entire agreement of the parties with respect to the receipt and use of the Confidential Information; this Agreement may only be amended by a writing of subsequent date that is signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. SOLUBEST LTD. By: By: Name: Name: Title: Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>zed Signature ---------------------------- ---------------------------- Type or Print Name and Title Type or Print Name and Title ---------------------------- ---------------------------- Date Date PHOENIX INTERNATIONA<|eot_id|> <|start_header_id|>assistant<|end_header_id|>L LTD., INC. ---------------------------- Authorized Signature ---------------------------- Type or Print Name and Title ---------------------------- Date<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>hall not be unreasonably withheld unless the Disclosing Party believe it might go against the purpose of this Agreement. The Receiving Party must protect the Confidential Information and, in doing so, must use no less than the highest degree of care that the Receiving Party applies to its own proprietary or secret information; The Confidential Information must be stored and handled in such a way as to prevent unauthorized disclosure. The Receiving Party shall use its best efforts to limit dissemination of Disclosing Party’s “Confidential Information” to such of its employees or sub-contractor(s) who have a need to know for the aforesaid evaluation and/or development purposes. 3. Proprietary Rights Legend The Parties shall not alter or remove from any Confidential Information any proprietary rights legend, copyright notice, trademark or trade secret legend, or any other mark identifying the material as Confidential Information. 4. Covenants concerning competition The Confidential Information disclosed to each of the Parties may include information that would provide the other party with an unfair competitive advantage if such Party were to use the Confidential Information for purposes other than those provided for hereunder. Accordingly, the Parties only agree to provide such Confidential Information to the other Party in return for this Party’s Agreement to be bound by each of the provisions in this Agreement including the provisions set forth in this section 4 and that such agreements by the Parties constitutes a material inducement for each Party to provide Confidential Information to the other Party and that such Confidential Information shall not be used by one of the Parties to obtain a competitive advantage against the other Party. 5. Return of Documents and Materials The Parties hereby agree that all materials, including financial reports and analyses, customer list(s) programs, software, documents, reports, statistical data, trade secrets or similar printed, coded, electronic or magnetic material made by one of the Parties or to come into one of the Parties’ possession in the course of negotiations shall be returned to the other Party, upon conclusion of the negotiations. 6. Remedies for Breach of Confidentiality and Indemnification, Liquidated damages In the event one of the Parties or its officers, agents, employees or any of its subsidiaries or their officers, agents or employees violates the restrictions against disclosure or use of the Confidential Information defined herein, Recipient or such entity or individual(s) as the case may be, shall and do hereby consent to the entry of an injunction by a court of competent jurisdiction against any further disclosure or use of the Confidential I<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nformation, and shall pay the The Recipient, including without limitation to any of its employees, subsidiaries, agents, subcontractors, officers shall indemnify and hold harmless against the Discloser against any unpermitted disclosing and publicizing. In event of any disclosing or publicizing the confidential information or breaching any obligations under this Agreement, the breaching party shall mitigate the losses and take for all reasonable measure, includi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ourth (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 business dealings with Buyer; or commit any other act or assist others to commit any other act which might injure the business of Buyer. ARTICLE 4 EMPLOYEES During the Restricted Period, Covenantor shall not directly or indirectly (i) solicit or encourage any employee of Buyer to leave the employ of Buyer or (ii) hire any employee who has left the employ of Buyer if such hiring is proposed to occur within one year after the termination of such employee's employment with Buyer. ARTICLE 5 CONSULTANTS During the Restricted Period, Covenantor shall not directly or indirectly solicit or encourage any consultant then under contract with Buyer to cease work for Buyer. ARTICLE 6 NONDISCLOSURE From and after the Closing, Covenantor shall not (nor will Covenantor assist any other person to do so) directly or indirectly reveal, report, publish or disclose the Confidential Information to any person, firm or corporation not expressly authorized by Buyer to receive such Confidential Information, or use (or assist any person to use) such Confidential Information except for the benefit of Buyer. ARTICLE 7 OWNERSHIP AND RETURN OF MATERIALS Upon the termination of Covenantor<|eot_id|> <|start_header_id|>assistant<|end_header_id|>'s employment with Buyer, Covenantor shall immediately surrender to Buyer all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment and all other physical forms of expression incorporating or containing any Confidential Information, it being distinctly understood that all such writings, physical forms of expression and other things are the exclusive property of Buyer. Covenantor acknowledges that the unauthorized taking of any of Buyer's trade secrets is a crime under California Penal Code section 499(c) and is punishable by imprisonment in a state prison or in a county jail for a time not exceeding one year, or by a fine not exceeding five thousand dollars ($5,000), or by both such fine and such imprisonment. Covenantor further acknowledges that such unauthorized taking of Buyer's trade secrets could also result in civil liability under California Civil Code Section 3426, and that willful misappropriation may result in an award against Covenantor for triple the amount of Buyer's damages and Buyer's attorneys fees in collecting such damages. ARTICLE 8 RIGHTS AND REMEDIES UPON BREACH If Covenantor breaches, or threatens to commit a breach of, any of the provisions of this Agreement (the "Restrictive Covenants"), Buyer shall have the following rights and remedies, each of which shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: 8.1 Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced or to have any actual or threatened breach thereof enjoined by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>pt as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may<|eot_id|> <|start_header_id|>assistant<|end_header_id|> have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>shall be severable insofar as the geographic and time restrictions set forth herein are concerned. If, in any judicial proceedings, a court shall refuse to enforce the geographic and/or time restrictions imposed herein to their fullest extent, then the geographic and/or time restrictions set forth herein shall be reduced to the extent necessary to permit enforcement of the foregoing covenant to the fullest extent possible. 12.7 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Subject to ARTICLE 10 hereof, any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles, California, the parties hereto hereby <|eot_id|> <|start_header_id|>assistant<|end_header_id|>waiving any claim or defense that such forum is not convenient or proper. Subject to ARTICLE 10 hereof, each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law. 12.8 Gender. Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word "person" shall include any corporation, firm, partnership or other form of association. 12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 12.10 Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first above written. COVENANTOR: /s/ Hai-Perng Kuo ------------------------------ Name: Hai-Perng, aka Alex Kuo BUYER Vertel Corporation, a California corporation By: /s/ Craig Scott --------------------------- Name: Craig Scott Title: CFO<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 similar to XPLORE’S Information. Therefore, this Agreement is not to be understood or construed as a promise by COMPANY that it will not develop products (or have products developed for it) that, without violating this Agreement, compete with the products or systems contemplated or described in XPLORE Information. 8. Neither COMPANY nor XPLORE makes any representation or warranty, express or implied, as to the accuracy or completeness of its Information. Neither Party, nor any of its respective affiliates, officers, directors, employees, agents or controlling persons (within the meaning of the Exchange Act) shall have any liability to the other Party or any other person resulting from such other Party’s or other person’s use of the Information. To the extent that any Information includes materials subject to the attorney-client privilege, the applicable Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Information hereunder. 9. It is understood that this Agreement does not obligate COMPANY or XPLORE to enter into any further agreement. Unless and until a definitive agreement between COMPANY and XPLORE with respect to a transaction has been executed and delivered, neither COMPANY nor XPLORE will be under any legal obligation of any kind whatsoever with respect to any transaction by virtue of this Agreement or any written or oral expression with respect to any transaction by any of the COMPANY’s or XPLORE’s Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party understands and agrees that (i) the other Party (a) shall be free to conduct the process for a Transaction as it in its sole discretion shall determine (including changing or terminating such process, providing any information to any other Person, negotiating with any other Person or entering into a definitive agreement with any other Person with respect to any transaction, in each case, at any time and without notice to you or any other Person) and (b) shall be free at its sole discretion to at any time accept or reject any proposal relating to the other Party for any reason without notice and (ii) it shall have no claim against the other Party or any of its officers, directors, employee<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s, shareholders, partners, members, affiliates, accountants, attorneys, financial advisors, consultants or other agents or representatives in connection with any of the foregoing matters. 10. (a) COMPANY agrees that XPLORE Information is and <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>receiving party without the use of any Confidential Information of the other party. 3. Non-disclosure of Confidential Information. The Company and Third Party each agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning and the undertaking of any business relationship between the two. The recipient of Confidential Information will not disclose such Confidential Information to anyone, including to their employees; however, the recipient of Confidential Information may disclose such information to certain employees who are required to have such information to carry out the contemplated business. Each has had or will have employees to whom Confidential Information of the other is disclosed sign a Non-disclosure Agreement in content substantially similar to this Agreement and will notify the other in writing of the names of the persons who have had access to Confidential Information of the other party. Each agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of unauthorised persons. Each agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the other that may come to its attention. 4. Ownership. All Confidential Information shall remain the exclusive property of Disclosing Party, and Recipient shall have no right to use Confidential Information except as provided herein. No patent, copyright, trademark or other proprietary right or licence is conveyed by this Agreement with respect to Confidential Information. 5. Return of Materials. Any materials or documents that have been furnished by one party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded. 6. Intellectual Property Rights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant either party any rights in or to the other partyʼs Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and in carrying out such relationship. The disclosing party warrants that it has the right to disclose its Confidential Information to the receiving party. Otherwise, all information is provided “as is” and without any warranty, express, implied or otherwise, regarding its accuracy or performance. 7. Independent Development. Each disclosing party understands that the receiving party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing partyʼs Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that compete with the products or systems contemplated by the disclosing partyʼs Confidential Information. 8. Term. This Agreement may be terminated at all times with a 30 daysʼ prior written notice provided, however, that<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the confidentiality obligations herein shall terminate years following the date of termination of this Agreement. 9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns provided that Confidential Information may not be assigned without consent of the di<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> 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 are reasonable in all respects, including without limitation their duration and geographic scope. Sellers expressly waive any defenses as to the reasonableness of such covenants in any action between the parties to enforce this Agreement. 1.6 Certain Definitions. As used in this Agreement: (a) “Affiliate” means, with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided that a Person will not be deemed to Control another Person if the only indicia of such Control is voting control of more than 10% but less than 20% of outstanding, publicly traded equity securities of such other Person. (b) “Control” (including the terms “Controlled by” and “under common Control with”) means, as used with respect to any Person, possession, directly or indirectly or as a trustee or executor, of power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities, as trustee or executor, by agreement or otherwise). (c) “Person” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity. (d) Other term<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s used but not defined herein have the respective meanings given to such terms in the Purchase Agreement. ARTICLE 2 MISCELLANEOUS 2.1 Validity. Sellers acknowledge that the Non-Disclosure, Non-Competition and Non-Solicitation covenants set forth in Article 1 are necessary to protect the Buyer from competing efforts and to insure that the Buyer receives the benefits for which it has paid by closing under the Purchase Agreement. If either the Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in this Agreement are held by a court of competent jurisdiction to be unenforceable under applicable law with respect to duration or scope of the agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such part or parts of the Territory for such lesser period of time and for such limited scope as is permissible under applicable law. 2.2 Waiver. The Buyer’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent the Buyer thereafter from enforcing each and every provision of this Agreement. 2.3 Applicable Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Colorado applicable to agreements made and to be performed wholly within such jurisdiction. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Colorado and of the United States of America, in each case located in the County of Denver, for any litigation arising out of or relating to this Agreement, and further agree that<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of between Insurance Bureau of Canada (“IBC”) and ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form appr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>oved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ing Party”); NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows: 1. Confidential Information. “Confidential Information” shall mean all information, regardless of the form in which it is communicated or maintained (whether oral, written, electronic or visual) and whether prepared by Company or otherwise, which is disclosed to Counterparty, regardless of whether such information is disclosed intentionally or inadvertently, before or after the execution of this Agreement, in connection with the Transaction and including all records, reports, analyses, notes, memoranda, documentation, knowledge, data, specifications, diagrams, statistics, systems or software, manuals, business plans, operational information or practices, processes (whether or not patented, patentable or reduced to practice), customer lists, concepts, ideas, policies, contractual arrangements with, and information about, the Company’s suppliers, distributors and customers, the existence of the discussions between the Parties concerning the Transaction, or other information that are based on, contain or reflect any such Confidential Information. All information received from the Company shall be considered Confidential Information, unless it is specifically designated as non-proprietary and non-confidential. Confidential Information shall not include: (a) information which is or becomes publicly available other than as a result of a violation of this Agreement; (b) information which is or becomes available on a non-confidential basis from a source which is not known to the Receiving Party to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Disclosing Party; (c) information which the Receiving Party can demonstrate was legally in its possession prior to disclosure by the Disclosing Party; or (d) information which is developed by or for Receiving Party independently of the Disclosing Party’s Confidential Information. 2. Nondisclosure and Use of Confidential Information. Confidential Information shall not be used for any purpose other than to analyze, implement or complete the Transactions. Confidential Information shall be held in strict confidence by Receiving Party and shall not be disclosed without prior written consent of Disclosing Party, except to those advisors, affiliates, agents, assigns, attorneys, employees, directors, officers and/or members (“Agents”) with a need-to-know the Confidential Information for the purposes of analyzing, implementing or completing the Transactions. Receiving Party shall require all recipients of the Confidential Information to be bound by the terms of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by the Receiving Party or its Agents. The Receiving Party shall use the same degree of care to protect the Confidential Information as the Receiving Party employs to protect its own information of like importance, but in no event less than a reasonable degree of care based on industry standard. 3. Required Disclosure. In the event that Receiving Party is requested or required by legal or regulatory authority to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of such request or requir<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ement prior to disclosure, if permitted by law, so that Disclosing Party may seek an appropriate protective order. In the event that a protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. Receiving Party will provide reasonable cooperation to Disclosing Party and its legal counsel with respect to performance of the covenants undertaken pursuant to this Section 3. 4. Remedies. The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that Disclosing Party shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. Notwithstanding anything contained in this Agreement, the Receiving Party’s liability to the Disclosing Party in connection with this Agreement and any activities undertaken in connection with the evaluation of the Transactions shall be limited to direct damages and shall exclude any other liability, including without limitation liability for special, indirect, punitive or consequential damages in contract, tort, warranty, strict liability or otherwise. 5. Return or Destruction. Promptly following any decision by the Receiving Party not to continue discussions with respect to the Transactions, and at any other time upon the Disclosing Party’s written request, the Receiving Party shall return or destroy, at the Receiving Party’s option, all written Confidential Information of the Disclosing Party, including that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the Receiving Party, and the Receiving Party and its Agents shall not retain any copies of such written Confidential Information. At any time after which the Receiving Party has been required to return or destroy the Confidential Information in its possession in accordance with the preceding sentence, the Receiving Party shall, upon written request of the Disclosing Party, cause one of its duly authori<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT This Agreement is made between: (Your Company Name and Address) And Petro-Lubricant Testing Laboratories, Inc. a company incorporated the United States of America having offices at 116 Sunset Inn Road, P.O. Box 300, Lafayette, NJ 07848 (herein after referred to as "Petro-Lube") 1) NOW THEREFORE IT IS AGREED AS FOLLOWS: 1.1) The following expressions shall have the meanings specified in the Clause. 1.2) "Disclosing Party" means, in respect of any Sample, the Party providing such Sample either directly or indirectly to the other Party. 1.3) "Effective Date" means the date of signing of this Agreement by the later Party to sign. 1.4) "Evaluation" means an evaluation by the Receiving Party of the Disclosing Party's Samples for the purpose of testing against those methods as specified in the Disclosing Party's Purchase Order. All tests available reside in the Petro-Lube Testing Brochure or on the Petro-Lube web site or by quotation. 1.5) "Party" means (Your Company Name), or Petro-Lube, as the context so requires, and "Parties" means (Your Company Name), or Petro-Lube, as the context so requires and its Assigns. 1.6) "Receiving Party" means, in respect of any Sample, the Party receiving such Sample either directly or indirectly from the other Party. 1.7) "Results" means the test results, findings and conclusions arising from the Evaluation. 1.8) "Sample" means any sample for testing provided to Petro-Lube by or on behalf of (Your Company Name) under this Agreement. 2) Supply of Samples 2.1) (Your Company Name) shall supply, or arrange for supply, to Petro-Lube such Samples as are deemed necessary for the completion of the Evaluations. The nature, quantity and types of Samples to be supplied shall coincide with Petro-Lube's capabilities. 2.2) The supply of Samples by (Your Company Name) to Petro-Lube is neither a sale nor an offer for sale, and all Samples are offered to Petro-Lube by (Your Company Name) for experimental and evaluation purposes only. 3) Evaluation and Restricted Use 3.1) Subject to Clauses 3.2 and 3.3, Petro-Lube is authorized to perform Evaluations on (Your Company Name) Samples. 3.2) In consideration of the provision to it of, and its right to use, Samples, Petro-Lube agrees: 3.2.1) Not to analyze, or have analyzed, any<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Sample in order to determine its chemical structure or composition nor permit any third parties to do the same. 3.2.2) Subject to Clause 3.2.4, not to pass or convey all or any part of any Sample to any third party without the express consent of (Your Company Name). 3.2.3) Not to use any Sample for any purpose other than to perform those Evaluations as directed by (Your Company Name). 3.2.4) to use all reasonable means to keep the Samples secure and limit dissemination of Samples to those of its employees who require access to the Samples for the purpose of Evaluation and, in any event, subject to Clause 3.3. Petro-Lube further agrees and acknowledges that Samples may be developmental only, and warrants that it is aware of and competent to deal with the potential hazardous nature of any Sample and takes full responsibility for all health, safety and environmental considerations which may arise from the possession and/or use of any Sample. 3.3) Petro-Lube shall assure that the confidential nature of any Sample is brought to the attention of any of its employees to whom Samples are provided pursuant to Clause 3.2.4 and that each such employee has agreed to be bound by Petro-Lube's obligation of secrecy/restricted use no less stringent than those set out in this Agreement. 3.4) At the conclusion of the Evaluation Petro-Lube shall either return promptly to (Your Company Name) or it's Assigns, or at (Your Company Name)'s option, 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 Control 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<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>y any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance. 5. No rights in and no warranty on Confidential Information 5.1 Each Party acknowledges and agrees that it shall not acquire by implication or otherwise any right or licence on or title to any Confidential Information communicated by or acquired from the other Party; 5.2 Neither Party makes any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information; 5.3 Nothing in this Agreement shall require any Party to disclose Confidential Information to the other Party nor limit either Party's right to conduct discussions with third parties so long as such discussions do not breach the terms of this Agreement. 6. Term and Termination 6.1 If either Party decides not to become, or continue to be involved in the Purpose it shall notify the other Party in writing immediately. The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of five (5) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled. 7. Remedies Without prejudice to any other rights or remedies that any Party may have, the Recipient Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the Recipient Party of the provisions of this Agreement, and that the remedies of injunction and specific performance as well an any other equitable relief for any threatened or actual breach by the Recipient Party or its Representatives would be more appropriate remedies. 8. Entire Agreement and Variation 8.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 8.2 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 9. No Waiver 9.1 Failure by either Party to enforce any of its rights under this Agreement shall not be taken as or deemed to be a waiver of such. 9.2 No waiver or amendment of any provisions of this Agreement shall be valid or binding against either Party unless the waiver or amendment is made in writing and signed by the duly appointed representatives of both Parties. 10. Assignment This Agreement is personal to the Parties and shall not be assigned or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party. 11. Notices Any notice required to be given under this Agreement, shall be in writing and shall be deliver<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice at its address as set out above or as otherwise specified by the relevant Party by notice in writing to each other Party. 12. No Partnership Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party. 13. Third Party Rights A person who is not a Party to this Agreement shall not have any rights under or in connection with it. 14. Governing Law This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Irish law. The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of:- Aspiegel Limited Signed: ..................................... Name: ..................................... Date: ..................................... Signed for and on behalf of:- Insert Name of Second Party Signed: ....................................... Name: ....................................... 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|>nsents, including governmental approvals, required of ABCO and its contractors in connection with the performance of its obligations under this Agreement, and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement. 9.4 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ABCO MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPE<|eot_id|> <|start_header_id|>assistant<|end_header_id|>RATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement. 10. INDEMNIFICATION. 10.1 IP Indemnification: ABCO shall defend, indemnify and hold harmless Evolent and its Affiliates (other than ABCO), customers, and their respective officers, directors and employees from and against any Losses resulting from a claim that the Services provided by ABCO under this Agreement infringes or misappropriates a third party’s intellectual property rights. ABCO shall also use commercially reasonable efforts to modify the allegedly infringing Services to make it non-infringing, procure a license from the third party claiming infringement to permit Evolent to continue to use the Services, or provide Evolent with functionally equivalent and non-infringing Services. THIS SECTION 10.1 SETS FORTH ABCO’S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT’S SOLE AND EXCLUSIVE REMEDY, FOR ALLEGA<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Securities of such party; (B) the announcement or commencement by any person or 13D Group of a tender or exchange offer to acquire Voting Securities of such party which, if successful, would result in such person or 13D Group owning, when combined with any other Voting Securities of such party owned by such person or 13D Group, 15% or more of the then outstanding Voting Securities of such party; or (C) the entry into by such party, or determination by such party to seek to enter into, any merger, sale or other business combination transaction pursuant to which the outstanding shares of common stock of such party would be converted into cash or securities of another person or 13D Group or 50% or more of the then outstanding shares of common stock of such party would be owned by persons other than the then current holders of shares of common stock of such party, or which would result in all or a substantial portion of such party's assets being sold to any person or 13D Group; (ii) "Voting Securities" shall mean, with respect to each party hereto, at any time shares of any class of capital stock of such party which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of common stock of such party shall be deemed to have been so converted, exchanged or exercised; and (iii) "13D Group" shall mean, with respect to the Voting Securities of each party hereto, any group of persons formed for the purpose of acquiring, holding, voting or disposing of such Voting Securities which would required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding. For a period of two (2) years subsequent to the termination of discussions between the parties with respect to the Proposed Transaction, neither party shall, without prior written consent of the other party, directly or indirectly solicit for hire, any person currently employed by the other party (or any of its subsidiaries); provided, however, that the foregoing provision shall not prevent either party, without such consent, from employing any employee who (i) contacts the hiring party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring party or (ii) responds to a mass media solicitation or advertisement consistent with the hiring party's past practices that is not directed at employees of the other party. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges to the fullest extent available under applicable law. Nothing in this letter agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. If either party hereto<|eot_id|> <|start_header_id|>assistant<|end_header_id|> shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or in the event that the Disclosing Party, in its sole discretion, so requests or the Proposed Transaction is not consummated by the Receiving Party, the Receiving party shall, upon the Disclosing Party's written request, promptly deliver to the Disclosing Party all Evaluation Material, and, at the Receiving Party's election, return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof, including any electronic or computer file copies, or based thereon in the Receiving Party's possession or in the possession of any Representative of the Receiving Party. Subject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto, each party hereto acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nt shall be continuing and, in particular, they shall survive the termination of this Agreement and shall not be affected by any discussions between the Recipient and the Disclosing Party regarding the Information or Materials. 16. The Disclosing Party retains sole ownership and title to the Information and Materials at all times. The Recipient shall keep the Materials free of liens, attachments, and other encumbrances. 17. The provisions contained in this letter shall be governed by and construed in accordance with English law and each of the parties hereto submits to the exclusive jurisdiction of the English courts in relation hereto. 18. The Parties agree that the Buyers have either (i) had access to the Vendor’s key personnel or (ii) may have access to the Vendor’s key personnel in the course of this transaction ( “Key Personnel” being those employees who have senior or strategic positions within the Target). The Buyers agree that they will not (collectively or individually and/ or either directly or indirectly) solicit the employment or engagement or attempt to solicit the employment or engagement of the Key Personnel or otherwise employ or engage any of the Vendors Key Personnel (other than in the Target or otherwise following the successful acquisition of the Target) in any capacity whatsoever for 12 months following the date of this letter or the date on which the proposed acquisition is aborted (whichever is the latter). 19. In default of any of the above obligations and stipulations, the Buyers shall immediately forfeit a fine payable to the Vendor, without a warning or notice of default being required, to the amount of 250,000 Euro without prejudice to the Buyers' obligation to compensate the Vendor fully for damages sustained. Note this penalty clause may not be enforceable in all jurisdictions. IN WITNESS WHEREOF the parties hereto have executed this document the day and yea<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r first above written. Signed by for and on behalf of [INSERT NAME] By: By: Name: Name: Title: Title: Signed by for and on behalf of The Company By: By: Name: Name: Title: Title: Schedule 1 Information Relating to Non-Disclosure Agreement EFFECTIVE DATE: COMPANY NAME: REGISTERED OFFICE: COMPANY REGISTRATION NO: VAT 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|>NON-DISCLOSURE AGREEMENT I. Non-Disclosure In connection with services now or in the future performed by the undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of Goldman, Sachs & Co. (collectively called "Goldman Sachs"), the undersigned may have access to non-public information or materials describing or relating to Goldman Sachs or its clients, or third parties to whom Goldman Sachs has a duty of confidentiality, including materials describing or relating to the business affairs, policies or procedures of Goldman Sachs or its clients or such third parties; formulas; strategies; methods; processes; computer materials including source or object codes, data files, computer listings, computer programs, and other computer materials (regardless of the medium in which they are stored); or other information ("Confidential Information"). With respect to such Confidential Information, the undersigned acknowledges and agrees as follows: 1. The undersigned will hold Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation including any partner or employee of Goldman Sachs who does not have a need to know the Confidential Information. 2. Upon the termination of the services to be performed by the undersigned (or earlier if requested by Goldman Sachs), the undersigned shall return to Goldman Sachs all copies of documents, papers or other material relating to Goldman Sachs or obtained or developed in the course of performing services for Goldman Sachs, or containing or derived from Confidential Information which are in the undersigned's possession, together, if requested by Goldman Sachs, with a certificate signed by the undersigned, in form and substance satisfactory to Goldman Sachs, to the effect that all such Confidential Information has been returned. II. Non-Promotion The undersigned agrees that the undersigned will not, without the prior written consent of Goldman Sachs in each instance: (a) use in advertising, publicity or otherwise the name of Goldman Sachs or any trade name, trademark, trade device, servicemark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman Sachs; or (b) represent, directly or indirectly, that any product or any service provided by the undersigned has been approved or endorsed by Goldman Sachs. III. Non-Employment The undersigned affirms that the undersigned is not an employee of Goldman Sachs for any purpose and that the undersigned is not entitled to exercise any rights, or seek any benefit, accruing to the regular employees of Goldman Sachs by virtue of the services rendered by the undersigned to Goldman Sachs or otherwise. The undersigned agrees to provide any assistance necessary to Goldman Sachs in investigating any illegal or fraudulent activities, security breaches or similar situations. IV. Background Check and Testing The undersigned agrees that in connection with performing the services contemplated by this Agreement, he or she may be subject to a background check, including employers, education, credit, criminal public record, drug screen or other checking or testing, and the undersigned consents to the foregoing. The undersigned hereby releases Goldman Sachs, its employees and agents from any and all liability or claims arising from such checking and testing and the use and reporting of the results thereof except for those arising d<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ue to the negligence of Goldman Sachs. The obligations created by this Agreement shall survive the termination of the services of the undersigned. The undersigned acknowledges that any violation, breach or other failure on the undersigned's part to strictly comply with this Agreement could materially adversely affect Goldman Sachs and its business, thus giving rise to suit for monetary damages and/or injunctive relief for such violation, breach or other failure. /s/ Michael R. Cunningham (Signature) Michael R. Cunningham (Print Name) (Date) 29<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ith a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or b. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: c. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or d. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and/or Customers; 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|>udit reports, budgets and business plans or forecasts of the Disclosing Party and their respective Affiliates and (4) all information concerning or related to the Transaction; provided, that the Confidential Information of the Disclosing Party shall not include (x) information which is or becomes generally known to the public through no act or omission of the Receiving Party and (y) information which has been or hereafter is lawfully obtained by the Receiving Party from a source other than the Disclosing Party (or any of their respective Affiliates or their respective officers, directors, employees, equity holders or agents) so long as, in the case of information obtained from a third party, such third party was or is not, directly or indirectly, subject to an obligation of confidentiality owed to the Disclosing Party or any of their Affiliates at the time such Confidential Information was or is disclosed to the Receiving Party. As used in this Paragraph, an "Affiliate" of a Disclosing Party shall mean an ent<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ity which controls, is controlled by or is under common control of a Disclosing Party, and the term "control" shall mean, with respect to any entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. Nondisclosure of Confidential Information. Except as otherwise permitted by Section 3, the Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party, disclose or use for its own benefit, or that of any third party, any Confidential Information. 3. Permitted Disclosures. Notwithstanding Section 2, Receiving Party shall be permitted to: (a) disclose Confidential Information to its officers, employees and counsel, but only to the extent reasonably necessary in order for such party to prepare, conduct and execute and deliver definitive documents for the Transaction; provided that Receiving Party shall take all such action as shall be necessary or desirable in order to ensure that each of such persons maintains the confidentiality of any Confidential Information that is so disclosed; and (b) disclose Confidential Information to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the Receiving Party shall notify the Disclosing Party of the same, and the Disclosing Party shall have the right to participate with the Receiving Party in determining the amount and type of Confidential Information of the Disclosing Party, if any, which must be disclosed i<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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|> <|start_header_id|>assistant<|end_header_id|>ce and effect, and (2) in lieu of each such term or provision there shall be added as part of this Agreement a clause or provision as similar in terms as possible that is legal, valid and enforceable. IN WITNESS HEREOF, Data Recipient has read and understands this Agreement and enters into this Agreement voluntarily, wishing to be legally bound. Data Recipient Signature: Printed: Company: Title: Date: 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|>act or solicit any customer or customers outside of Sales Territory or establish any branch or depot for the purpose of selling the Products outside of the Sales Territory. 2.2 ALL SALES BY ANUBIS COVERED. All Products sold by ANUBIS during the term of this agreement shall be subject to the terms of this agreement. 2.3 OTHER PRODUCTS. This agreement shall not included, and ANUBIS does not by this agreement obtain, the right to sell any item produced or sold by SCAM except the Product. 2.4 ANUBIS NOT AGENT. ANUBIS is and shall act as an independent contractor. ANUBIS is not an agent, franchisee, or employee of SCAM and has no power to act for, bind, or otherwise create or assume any obligation on behalf of SCAM for any purpose whatsoever. All fin<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ancial obligations associated with ANUBIS's business are the sole responsibility of ANUBIS. ARTICLE 3. TITLE, RISK OF LOSS AND WWARRANTY LIMITATION 3.1 LIMITED WARRANTY. Any products purchased from SCAM which become defective will be Warranted to ANUBIS for a period of 24 months from the date of shipment to ANUBIS. Such warranted units will be repaired or replaced by SCAM. 3.2 NOTIFICATION. ANUBIS will notify SCAM in writing of any claim or proceeding involving Products no later than fourteen (14) days after ANUBIS learns of such claim or proceeding. SCAM will likewise notify ANUBIS. SCAM will also report all claimed or suspected product defects to ANUBIS promptly. ARTICLE 4. TRADEMARKS, TRADE NAMES AND GOODWILL 4.1 REPUTATION. Each of the parties will act and cooperate in all reasonable ways to protect the reputation and goodwill of the other. ARTICLE 5. CONFIDENTIAL INFORMATION 5.1 MAINTENANCE OF CONFIDENTIALITY. ANUBIS acknowledges that the processes used by SCAM to develop and produce the Products involve confidential information and data of substantial value to SCAM which value would be impaired if said information and data were disclosed. ANUBIS agrees (1) to safeguard the Confidential Information disclosed pursuant to this agreement (2) not to use the Confidential Information disclosed pursuant to this agreement for any purpose other than (to the extent necessary) to further the sale of and promotion of Products and (3) to cooperate in any lawsuit involving the Confidential Information. In implementation of the foregoing, ANUBIS shall not disclose any of the Confidential Information to any person except those for whom disclosure is necessary for the effective performance of their responsibilities as employees of agents of ANUBIS, and, in each case, only to the extent required for such effective performance of responsibilities. 5.2 OBLIGATION AFTER DISCLOSURE OR TERMINATION. The obligations undertaken by ANUBIS pursuant to this Article 5 shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful or negligent act or omission by ANUBIS orits employees or agents in contravention of the obligations herein above set forth in this Article 5. Except as so limited all of the obligations of this Article 5 survive expiration or termination of this agreement. 5.3 This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information listed in Exhibit A and other information which the disclosing party identifies in writing as confidential before or within thirty days after disclosure to the receiving party ("CONFIDENTIAL INFORMATION") 5.4 Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except for the Business Purpose. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party. 5.5 Confidential Information will not include information which: (i) Is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosur<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>dential Information disclosed herein shall remain the sole property of the Disclosing Party and the Receiving Party shall obtain no right thereto of any kind by reason of this Agreement. IX. Future Agreements: Nothing in this Agreement shall obligate either Party to enter into any further Agreements. X. Amendments: Any amendment to this Agreement shall be agreed in writing by both Parties and shall refer to this Agreement. XI. Severance: If any term or provision in this Agreement is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected. XII. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India and in any dispute arising out of or relating to this agreement, the Parties submit to the exclusive jurisdiction of the Courts situated at Delhi, India. XIII. General: 1. Upon 45 days written notice, the Disclosing Party may audit the use of the programs, materials, marketing materials, services, and such additional disclosed resources. The Receiving Party agrees to co-operate with the Disclosing Party’s audit and to provide reasonable assistance and access to information. 2. The Disclosing Party shall not have any liability to the Receiving Party for any claims made by third parties arising out of their use of the Disclosing Party’s trademarks (including “Logo”) or marketing materials. The Receiving Party agrees to indemnify the Disclosing Party for any loss, liability, damages, cost or expense (including attorney’s fees) arising out of any claims, which may be made against the Disclosing Party arising out of their use of the Logo or marketing materials where such claim relates to their activities, products or services. Notwithstanding above, the Receiving Party shall have no obligation to indemnify the Disclosing Party with respect to a claim of trademark or copyright infringement based upon their use of the Logo or marketing materials, as expressly permitted under this Agreement. 3. The Receiving Party shall disclose of any similar agreements explicit or otherwise, for similar purpose/application with in its own organization, or any other third party. 4. In the event of a breach or threatened breach <|eot_id|> <|start_header_id|>assistant<|end_header_id|>by the Receiving Party of any provisions of this Agreement, the Disclosing Party, in addition to and not in limitation of any other rights, remedies or damages available to the Disclosing Party at law or in equity, shall be entitled to a temporary restraining order / preliminary injunction in order to prevent or to restrain any such breach by the Receiving Party, or by any or all persons directly or indirectly acting for, on behalf of, or with the Receiving Party. IN WITNESS WHEREOF, this Agreement was duly executed on behalf of the Parties on the day and year first above written. For and on behalf of For and on behalf of Sign : Sign : Name : Name : Title : Title :<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT (NDA) This Nondisclosure Agreement (the "Agreement") is entered into by and between with its principal offices at , ("Disclosing Party") and , located at ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information"). 1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created b<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without 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|>omer, or the disclosure of Employee’s role to the Customer or Potential Customer; c. performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer. 6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: c. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or d. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or e. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization. 7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6. 8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law. 9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the 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 inte<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>II and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA. 9. Severability. Each provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement. 11. Modification. This Agreement may not be changed, modified, discharged, or terminated, except by an instrument in writing signed by the Executive Director of the TJPA or her designee. ACCEPTED AND AGREED: I declare under penalty of perjury under the laws of the United States that I have read, understood, and will comply, in full, with the obligations set forth under this Non-Disclosure Agreement for Bidders and Contractors. DESIGNATED INDIVIDUAL NAME: (typed/printed) CONTRACTOR: (EMPLOYER) SIGNATURE EMAIL: TITLE: DATE: ACKNOWLEDGED: The Designated Individual above is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a Designated Individual of the Contractor and is duly authorized to execute this Agreement. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. CONTRACTOR NAME: (typed/printed) SIGNATURE TITLE: DATE: ADDRESS: BUSINESS LICENSE # PHONE: CONTRACTOR’S LICENSE # EMAIL: WITNESSED: I declare under penalty of perjury under the laws of the United States that the Designated Individual identified above is personally known to me and the information concerning said Designated Individual as set forth above is true and correct. WITNESS NAME: (typed/printed) SIGNATURE DATE SPECIFICATION ISSUE LOG Revision Date A October 31, 2016 SECTION 01 35 70/AT1b – NON DISCLOSURE AGREEMENT ATTACHMENT Plans and Specifications for the Transit Center Project may contain information designated as Sensitive Security Information (SSI). Such Plans and Specifications are available to Bidders who have completed the TJPA’s Non-Disclosure Agreement. This attachment identifies the Plans and Specifications for the Bus Storage project containing SSI. Section/Plan Title SE-0000 Security & Fire Alarm Index – Bus Storage Project – SSI SE-0001 Security & Fire Alarm General Notes – Bus Storage Project – SSI SE-0002 Security & Fire Alarm Legend – Bus Storage Project – SSI SE-0003 Security & Fire Alarm Abbreviations – Bus Storage Project – SSI SE-2003 Security & Fire Alarm Enlarged Site Plan - South – Bus Storage Project – SSI SE-2004 Security & Fire Alarm Enlarged Plan - North – Bus Storage Project – SSI SE-2005 Security & Fire Alarm Enlarged Plans – Bus Storage Project – SSI SE-5001 Fire Alarm Details & Single Line Diagram – Bus Storage Project – SSI SE-5002 Security Details – Bus Storage Project – SSI SE-5003 CCTV Details – Bus Storage Project – SSI SE-6001 Security Single Line Diagrams – Bus Storage Project – SSI TE-1000 Telecommunications Site Plan Overall – Bus Storage Project – SSI TE-5001 Tele<|eot_id|> <|start_header_id|>assistant<|end_header_id|>communications Pull Box Details – Bus Storage Project – SSI TE-5002 Telecommunications Single Line Diagram – Bus Storage Project – SSI 13 34 23 26 Guard Booth – SSI END OF SECTION SPECIFICATION ISSUE LOG Revision Date A October 31, 2016<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 (Non-Standard) This Non-Disclosure Agreement ("Agreement") is between County of Orange (“County”) and Micr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>osoft Corporation and its affiliates (“Microsoft”) as indicated in the signature block below. The County and Microsoft may be referred to individually as “Party” or collectively as “Parties.” “We,” “us” and “our” refer to both of the Parties signing below and the Parties’ respective affiliates. COMPANY AND ITS AFFILIATES or INDIVIDUAL: MICROSOFT CORPORATION County of Orange, a political subdivision of the State of AND ITS AFFILIATES California Address: 333 W. Santa Ana Blvd. One Microsoft Way Redmond, WA 98052-6399 Santa Ana, CA 92701 USA USA Sign: Print Name: Charles Eckstrom Print Name: Print Title: Interim Chief Information Officer Print Title: Signature Date: Signature Date: Expiration Date of this Agreement: This Agreement expires one hundred and eighty (180) days from the later of the two signature dates ab<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tect our own Confidential Information of a similar nature;  To notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and  To cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. c. Sharing Confidential Information with affiliates and Representatives.  For the purposes of this Agreement, a “Representative” is an employee, contractor, vendor, service provider, advisor or consultant of a Party or a Party’s respective affiliates including, but not limited to, Science Applications International Corporation (“SAIC”) and Atos Governmental IT Outsourcing Services, LLC (“Atos”) and each of their respective employees, affiliates, and subcontractors.  Each Party may disclose the other’s Confidential Information to its Representatives (who may then disclose that Confidential Information to other of its Representatives) only if those Representatives are required to have the Confidential Information for the purposes in this Agreement. Before doing so, each Party must ensure that affiliates and Representatives are required to protect the Confidential Information on terms consistent with this Agreement.  Neither Party is required to restrict work assignments of Representatives who have had access to Confidential Information. Each Party acknowledges that they cannot control the incoming information the other Party will disclose in the course of the business relationship between the Parties, or what each Party’s Representatives will re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>member, even without notes or other aids. Each Party agrees that use of information in its Representatives’ unaided memories in the development or deployment of the Parties’ respective products or services does not create liability for that Party under this Agreement or trade secret law. Both Parties mutually agree to limit what each Party discloses to the other accordingly. d. Disclosing Confidential Information if required to by law. Each Party may disclose the other’s Confidential Information if required to comply with a court order, law, or other government demand that has the force of law including, but not limited to, the California Public Records Act, California Government Code section 6250 et seq. If a Party is required to disclose the other Party’s Confidential Information pursuant to applicable law, statute, or regulation, or court order, that Party will give to the other written notice of the order or request mandating disclosure of the Confidential Information in order to provide a reasonable opportunity for the other Party to object to such disclosure of its Confidential Information and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines that it is required to disclose such information, it may disclose without breach of this Agreement only Confidential Information specifically required and only to the extent compelled to do so . By entering into this Agreement, Microsoft expressly acknowledges that the County is a government entity subject to the California Public Records Act. If the County receives a request pursuant to the California Public Records Act for Confidential Information that Microsoft has designated as “confidential” in writing, the County will notify Microsoft of the request, so that Microsoft can seek protection from disclosure by a court of competent jurisdiction. Notwithstanding any other provisions of this Agreement, the County may in its discretion disclose Microsoft’s Confidential Information in the County’s possession without breach of this Agreement if the County notifies Microsoft of the pending California Public Records Act request and Microsoft fails to seek and obtain protection from disclosure by a court of competent jurisdiction. 4. Length of Confidential Information obligations. Except as permitted above and unless otherwise required by applicable law or court order, neither Party will use or disclose the other’s Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period. This duty to withhold Confidential Information survives any expiration or termination of this Agreement as provided herein. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to conflicts of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>, agreements and understandings between the Parties relating to the subject matter hereof. 8. Waivers; Amendments; Assignment; Counterparts. This Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privileg<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e hereunder. This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties thereto. This Agreement may be signed in two or more counterpart originals, each of which shall constitute an original document. The Parties agree that this Agreement can be executed via facsimile signatures and be binding. 9. Governing Law; Disputes. This Agreement is made subject to and shall be construed under the laws of the State of New York, without giving effect to its principles or rules regarding conflicts of laws, and that the state and federal courts situated in the State of New York shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or the Confidential Information with each Party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information, and each Party irrevocably waives its rights to jury trials with respect thereto. 10. Remedies. Without prejudice to the rights and remedies otherwise available to either Party, each Party shall be entitled to equitable relief by way of injunction or otherwise if the Receiving Party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement and the Receiving Party shall not plead in defense thereto that there would be an adequate remedy at law. 11. Non-Publicity: All media releases, public announcements and other disclosures by either Party relating to this Agreement or the subject matter hereof, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the other Party prior to release. In addition, the Receiving Party shall refrain from removing, overprinting or defacing any notices of copyright, trademark, logo or other proprietary identifications or notices of confidentiality, from any originals or copies of the Disclosing Party’s Confidential Information. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by their respective, fully authorized representatives as of the date first written above. Calpine Corporation LS Power Equity Advisors, LLC By: /s/ W. THADDEUS MILLER By: /s/ JAMES BARTLETT Na<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>by the disclosing party; (b) information which is in the public domain or which enters the public domain other than as a result of a breach of this Agreement; or (c) information that the receiving party independently develops or independently becomes aware of from a third party without, to the knowledge of the receiving party, a duty of confidentiality to the disclosing party. 2. The receiving party agrees that it will at all times maintain the confidentiality of any Confidential Information communicated to it by or on behalf of the disclosing party; provided that in the event the receiving party beco<|eot_id|> <|start_header_id|>assistant<|end_header_id|>mes legally compelled (by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, or the receiving party determines that it is obligated by statute or governmental regulation to disclose any of the Confidential Information, the receiving party shall provide the disclosing party with prompt written notice of such requirement so that the disclosing party, if possible, 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 agrees to furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be furnished and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information 3. Except as otherwise permitted by this Agreement, the receiving party agrees that it shall not copy, adapt, divulge, publish, disclose, or circulate (or authorize or permit anyone else to adapt, divulge, publish, disclose or circulate) any of the Confidential Information disclosed or communicated to it by the disclosing party (except as described in paragraph 4), nor shall it use the Confidential Information for any purpose other than the Opportunity. 4. Confidential Information may be disclosed by the receiving party to its employees, directors, officers, advisors, attorneys, auditors and agents only on a need-to-know basis in connection with the Opportunity, and each employee, director, officer, advisor, attorney, auditor or agent to whom Confidential Information is disclosed shall treat such Confidential Information in a manner consistent with this Agreement. The receiving party shall be liable for all acts and omissions of each person and entity to which the receiving party discloses Confidential Information. 5. The term of this Agreement shall be for a period of five years beginning on the date hereof; provided that the obligations relating to Confidential Information disclosed during the term of this Agreement shall survive the expiration of this Agreement. 6. All right, title and interest in and to the Confidential Information shall remain the exclusive property of the disclosing party and the Confidential Information shall be held in trust and confidence by the receiving party for the disclosing party. No interest, license or any right respecting the Confid<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 dated May 2015 is made between , a company incorporated in having its business/registered address at (“the Receiving Party”), and Cagamas Berhad a company incorporated in Malaysia having its business address at Level 31, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur (“the Disclosing Party”). WHEREAS: A. The Receiving Party is desirous of entering into preliminary discussions with the Disclosing Party in relation to the Loans Administration System (“Project”). B. Pursuant thereto, the Receiving Party requires certain information from the Disclosing Party and the Disclosing Party is agreeable to provide such information which shall be regarded as confidential upon and subject to the terms and conditions of this Agreement. 1. Definitions 1.1 For purposes of this Agreement, "Confidential Information" shall mean information, data or material deemed proprietary by the Disclosing Party and which may be marked, or, if orally transmitted, designated as "Confidential" by the Disclosing Party and not generally known by the public or by parties which are competitive with or otherwise in an industry, trade or business similar to Disclosing Party. Confidential Information also includes any information described above which the Disclosing Party obtains from another party and which the Disclosing Party treats as proprietary or designates in writing as Confidential Information, whether or not owned or developed by the Disclosing Party. 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): discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, algorithms, documentation, user manuals, diagrams, flow charts, consulting methods and techniques, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, market analysis, customer names and other information related to customers, personal data and sensitive personal data as defined under the Personal Data Protection Act 2010, price lists, pricing policies and financial information, methods of production, use, operation and application, invented, owned or developed by the Disclosing Party as it applies to and is incorporated in Disclosing Party's proprietary software, and any patents, copyrights, trademarks existing now, for which applications may be pending or hereafter made, acquired and granted for any of Disclosing Party's software and any improvements, enhancements or modifications thereto, Disclosing Party's physical security system, access control systems, specialized recovery equipment and techniques, and the details of the Disclosing Party's computer operations and recovery procedures. Confidential Information shall further include data regarding business practices, pricing, product philosophy, position relative to competitors, and review of actual deliverables of consulting projects. 2. Confidential Information 2.1 The Confidential Information shall be for the sole purpose of the Project and not for any other purpose and shall at all times remain the property of the Disclosing Party. Further, the Receiving Party acknowledges that nothing contained in this Agreement shall be construed as a grant of any rights to the Confidential Information by the Disclosing Party to the Receiving Party, other than as provided under this Agreement. 2.2 Any or part of the Confidential Information may be disclosed by the Receiving Party to its affiliates or its or their respective directors, officers, employees, agents or advisors who are authorised by the Receiving Party (“Authorised Recipients”) to receive the Confidential Information. Under such circum<|eot_id|> <|start_header_id|>assistant<|end_header_id|>stances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. Upon request the Receiving Party will provide the Disclosing Party with the identities of the Authorised Recipients who have access to the Confidential Information. 2.3 The Receiving Party shall not disclose any or part of the Confidential Information to any persons or parties, other than the Authorised Recipients, unless with the prior written consent of the Disclosing Party. Under such circumstances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. This Clause does not apply to any person who has entered into a confidentiality agreement or otherwise accepted confidentiality obligations to the Disclosing Party in respect of the Confidential Information, and for the avoidance of doubt the Receiving Party shall have no obligations whatsoever in relation to such persons. 2.4 The Receiving Party shall not make, or permit or procure any Authorised Recipient to make, any announcement or disclosure of the Project without obtaining the prior written consent of the Disclosing Party. 2.5 The Receiving Party agrees to use such reasonable measures necessary and standard of care to protect the confidentiality of the Confidential Information from any misuse or misappropriation by any party as the Receiving Party would apply to its own confidential information and agrees to notify the Disclosing Party, to the extent permitted under the law, as soon as it becomes aware of such misuse or misappropriation of the Confidential Information in which case, the Receiving Party agrees to provide such reasonable assistance to the Disclosing Party as it may require. 2.6 In the event that the Receiving Party requires copies of the Confidential Information in tangible form, it is agreed that only the necessary number of copes shall be made. 2.7 The term “Confidential Information” shall not include, and the obligations of the Receiving Party in this Agreement shall not apply to any information which: (a) prior to or after the time of disclosure, becomes public knowledge and not as a result of any breach of this Agreement by the Receiving Party; (b) is already in the possession of the Receiving Party at the time of disclosure prior to the time of disclosure; (c) was or comes into the possession of the Receiving Party from a third party who is not known to the Receiving Party to be bound by any obligations of confidentiality to the Disclosing Party in respect of such information; (d) is independently developed by the Receiving Party; (e) is disclosed pursuant to a requirement, request or order of a regulatory or governmental authority or court of competent jurisdiction or to defend or prosecute a claim brought against or by or involving the Receiving Party or its Authorised Recipients but only to the extent so required, requested or ordered provided the Receiving Party agrees to notify the Disclosing Party in writing as soon as possible upon becoming aware of such requirement; and (f) both parties agree is not confidential. 2.8 The Receiving Party will not directly or indirectly attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in any of the Disclosing Party’s products, models or prototypes which contain Confidential Information 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|>end of this Agreement (in this case, such letters are considered to be received after three (3) calendar days from the date of posting). 17. This Agreement is made in two identical copies in the English language with bo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>th having equal legal force and comes into effect once signed by the authorised representatives of the Parties and sealed by the Parties. Disclosing Party [Name of the Company] [Registration/identification number] [Address of registered office] [Bank account details] Receiving Party [Name of the Company] [Registration/identification number] [Address of registered office] [Bank account details] to confidentiality and non-disclosure agreement dated [date of execution of the NDA] List of Authorised Employees<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 such competitive activities, or from entering into discussions with third parties concerning matters similar to those contemplated by this Agreement, provided that they shall not use, reference, or disclose any third parties the Confidential Information received by them pursuant to this Agreement. 6. No rights, licenses, titles or interests of any nature in or relating to any intellectual property right of the Discloser shall be deemed to be conferred by this Agreement or by any disclosure of Discloser Confidential Information made to the Recipient except the limited right to review such Discloser Confidential Information in connection with the Purpose. Recipient agrees that it will not modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to any software provided by Discloser in connection with this Agreement for any purpose, or otherwise attempt to discover the unde<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rlying source code of any such software.. 7. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSER ON AN "AS IS" BASIS AND DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. 8. Each party acknowledges that its obligations under this Agreement are necessary and reasonable in order to protect Discloser and Discloser’s business, and each party expressly acknowledges that monetary damages would be inadequate to compensate Discloser for any breach by Recipient of Recipient’s covenants and agreements set forth in this Agreement. Accordingly, each party further acknowledges that any such violation or threatened violation will cause irreparable injury to Discloser. In addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief to enforce the provisions of this Agreement, and the prevailing party in any such litigation shall be entitled to recover all reasonable expenses of litigation, including reasonable attorneys’ fees and costs. 9. All Confidential Information furnished by Discloser to Recipient shall remain the property of Discloser and shall be returned to Discloser promptly at its request with all copies made thereof or destroyed and a certificate of such destruction provided to Discloser signed by a duly authorized representative of Recipient. 10. This Agreement shall govern all communications between Wandering Wifi and Company that are made during the period from the date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed. 11. This Agreement shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement may be terminated at any time during the period of the Agreement by mutual agreement by the Parties or upon sixty (60) days written notice to the other Party. Unless governed by contrary confidentiality provisions contained in any definitive agreement between the parties, the termination of this Agreement or the conclusion of the discussions between the parties regarding the Purpose (the “Exchange End Date”), the commitments of Recipient shall survive and continue for a period of five (5) years following such termination or the Exchange End Date; provided, however that the obligations of Recipient with respect to any Confidential Information that constitutes a trade secret shall survive for so long as such information remains a trade secret under applicable law. 12. This Agreement shall be construed in accordance with the laws of the State of Georgia. 13. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every natur<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to SABI, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Victorinox agrees that SABI, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security. 5. COMPLIANCE WITH SECURITIES LAWS. Victorinox hereby acknowledges that it is aware, and it will advise its employees and agents to whom it discloses Confidential Information, that the United States securities laws generally prohibit persons who receive from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 6. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements,<|eot_id|> <|start_header_id|>assistant<|end_header_id|> whether oral or written, between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable. <PAGE> VICTORINOX A.G. SWISS ARMY BRANDS, INC. By: /s/ Charles Elsener By: /s/ A. Jeffrey Turner ------------------------------- ------------------------------- Name: Charles Elsener Name: A. Jeffrey Turner Title: President Title: President 3<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>urposes of this Agreement, the terms “Disclosing Party” and “Recipient” or “Receiving Party” shall include each Party’s affiliates and subsidiaries that disclose or receive Confidential Information. The rights and obligations of the Parties shall therefore also inure to such affiliates and subsidiaries and may be directly enforced by or against such affiliates or subsidiaries. As to each party hereto, the term "Representatives" shall mean such party's directors (if a corporation), managers (if an LLC), and selected officers, employees, agents, representatives, and advisors (including attorneys and accountants). 2. Use of Confidential Information. Each Party hereby agrees that any Confidential Information received by it will be used solely for the Business Purpose, and that such i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nformation will be kept confidential by such Party; provided, however, that such Confidential Information may be disclosed to the Representatives of the Receiving Party on a need to know basis to the extent necessary to further the Business Purpose (it being understood that such Representatives shall be informed by the Receiving Party of the confidential nature of such information and shall be directed to treat such information confidentially and that the Receiving Party shall take all reasonable measures to restrain Date: Dec. 2015 its Representatives from the unauthorized use or disclosure of the Disclosing Party's Confidential Information). In addition, each Party, as a Receiving Party, shall: a) not directly or indirectly cause, permit or enable the disclosure, publication, transfer, misappropriation or revealing to any person or entity not specifically permitted hereunder, of any of the Disclosing Party’s Confidential Information without the clear and express prior written consent of a duly authorized officer of the Disclosing Party; b.) take<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> without limitation, information that specifies, concerns or is related to Discloser’s intellectual property, trade secrets, business operations, finances, customers, technical know-how, prototypes, designs, processes, products, services, or the development, testing or commercial exploitation of any of the foregoing that is either specifically identified as confidential prior to or at the time of its disclosure or that would reasonably be considered by a person knowledgeable in the industry to be proprietary or confidential in nature because of legends or other markings on the information, the circumstances of disclosure or the nature of the information itself. b. “Discloser” means the party disclosing information. c. “Recipient” means the party receiving the disclosed Confidential Information. 2. TERM AND PROTECTION PERIODS. This NDA shall commence upon the Effective Date and shall continue for a period of one (1) year unless sooner terminated in writing by either party. This NDA will automatically renew for subsequent one (1) year periods on the anniversary of the Effective Date, unless otherwise terminated in writing by either party. All obligations contained herein shall continue to bind the parties, their successors and permitted assigns and representatives, until the latter of (a) expiry or termination of this NDA or (b) three years from disclosure to Recipient. 3. CONFIDENTIALITY OBLIGATIONS. a. Recipient shall hold Confidential Information in confidence and use, reproduce and disclose the Confidential Information only to the extent reasonably required to facilitate a business relationship between the parties (the “Purpose”). b. Recipient shall protect the Confidential Information using the same degree of care that Recipient uses to protect its own confidential information of a similar nature to prevent the unauthorized use, reproduction or disclosure of the Confidential Information. Such care shall not be less than a reasonable degree of care. Recipient shall not disclose the Confidential Information to any employees, contractors, or third parties except to those employees, contractors or third parties who have a need to know the Confidential Information to fulfill the Purpose, provided that: (i) Recipient shall be vicariously liable for any act or omission of such employees, contractors or third parties respecting the Confidential Information, (ii) such employee, contractor or third party has been advised of the confidentiality obligations contained in this NDA and has either agreed in writing to be bound by the obligations of this NDA, or has entered into a binding written obligation of confidentiality with the Recipient that affords substantially similar protection of the Confidential Information. c. Recipient agrees that it shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse e<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ngineer all, or any part, of any materials to which it is provided access by Discloser. d. Each party will promptly advise the other in writing of any misappropriation or misuse by any person of such Confidential Information of which it may become aware. 4. EXCLUSIONS. Information that Recipient can establish: (a) was lawfully in Recipient's possession before receipt from Discloser without any confidentiality obligation attached thereto; or (b) is or becomes a matter of public knowledge through no fault of Recipient; or (c) was independently developed or discovered by Recipient without use of any Confidential Information obtained from Discloser, shall not be considered Confidential Information under this NDA. Additionally, it shall not be considered a breach of this NDA if Recipient discloses Confidential<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>aining the same from the disclosing party (the “Disclosing Party”); (b) information in the public domain at the time of disclosure by Disclosing Party; or (c) information approved for release by written authorization of an authorized officer of the Disclosing Party. Representatives 1.2 For purposes of this Agreement, the term representatives (“Representatives”) shall mean each party, their directors, officers and employees, as well as their counsel, accountants, consultants and other representatives in connection with the transactions contemplated hereby provided that such persons are bound by confidentiality agreements no less stringent than those in this Agreement. Use of Confidential Information 1.3 Each party will use the Confidential Information it receives solely for the purpose of evaluating the Acquisition and not for any other purpose and, except to the extent permitted by paragraph 1.5 hereof, will keep such Confidential Information strictly confidential, provided, however, that Confidential Information may be disclosed to such Representatives as needed to know such information for the purpose of evaluating and negotiating the terms of the Acquisition and for no other purpose. Non-Disclosure 1.4 Except to the extent permitted by paragraph 1.5 hereof, for a period of twelve (12) months following the conclusion of any discussions or negotiations relating to the Acquisition, the parties hereto will direct their respective Representative<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s to not disclose to any person or entity that the Confidential Information has been made available, that discussions or negotiations are taking place or have recently taken place concerning the Acquisition, or any of the terms, conditions or other facts with respect to any other possible transaction between the parties hereto. Property Rights Maintained 1.5 Confidential Information disclosed shall be and shall remain the property of the Disclosing Party. In the event that the parties hereto do not proceed with the Acquisition by October 31, 2007, and, in any event, within five (5) days after being so requested by either party, both parties shall return or destroy all documents furnished by the other. Any oral Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement. ARTICLE 2 STANDSTILL Zulu and its principal shareholders agree that until October 31, 2007, or such shorter period if either party notifies the other that it no longer wishes to proceed with the Acquisition (“Term of this Agreement”), that they will not, directly or indirectly, solicit, initiate or encourage submission of proposals of offers from any third party relating to any acquisition, purchase or option to purchase an equity interest in Zulu, or any merger, consolidation or business combination with Zulu or the sale of substantially all of the assets of Zulu. In the event Zulu receives any solicitation, proposal or offer with regard to the foregoing, Zulu shall provide written notice to Swansi <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ent of a breach of PHI or PII or similar breach or wrongful disclosure as defined by an applicable law or regulation requiring notification or other remedial action due to the breach or wrongful disclosure of PHI, PII, or other personal or financial information ("Breach Law") that arose out of or related to Recipient's or Recipient Representatives' acts and omissions, Recipient shall indemnify State against all costs and expenses incurred by State that are associated with complying with the notification requirements under the Breach Law. Such indemnification shall include all costs related to notifying individuals or any other entity required to be notified by Breach Law, any remediation necessitated by the breach, any fines or penalties arising out of the breach, and any other actions required or that are customary in the industry to be taken pursuant to the Breach Law (including, without limitation, credit or identity monitoring for affected individuals). Section 10. Insurance to be Secured by the Recipient. The Recipient shall maintain professional liability insurance/network security as well as the comprehensive general commercial liability insurance, including coverage to protect against any errors or omissions of the Recipient and Recipient's Representatives, crime/dishonesty insurance relating to Recipient and Recipient's Representatives and the preserving of the Confidential Information and workers' compensation, if required by applicable law. Section 11. Term. This Agreement may be<|eot_id|> <|start_header_id|>assistant<|end_header_id|> terminated by State on five (5) days prior written notice to the Recipient. Section 12. Survival. The restrictions and obligations under this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Recipient, its successors and assigns. Section 13. Injunctive Relief. The Recipient agrees that this Agreement is necessary to protect the value of the Confidential Information, and the Recipient covenants that any breach of this Agreement shall result in irreparable damage to State to which State shall have no adequate remedy at law, and the Recipient consents to an injunction by any court of competent jurisdiction in Juneau City and Borough, Alaska in favor of State enjoining any breach of this Agreement without the necessity of posting bond, or if bond is required, the same shall not exceed one hundred dollars, without prejudice to any other right or remedy to which State may be entitled. Section 14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Alaska (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to, matters of validity, construction, effect and performance. Section 15. Gender and Number. Words of any gender shall include the other gender and the neuter. Whenever the singular is used, the same shall include the plural wherever appropriate, and whenever the plural is used, the same shall also include the singular wherever appropriate. Without limiting the generality of the foregoing, the plural form of any term that is defined in the singular shall mean collectively all items so defined and the singular form of any term that is defined in the plural shall mean singly each item so defined. Section 16. References. All references in this Agreement to particular sections, subsections or articles shall, unless expressly otherwise 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". 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 actions arising out of or related to this Agreement or the Confidential Information, regardless of whether State and/or Reci<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 10.3 NON-COMPETITION AGREEMENT WHEREAS, Alliqua BioMedical, Inc. (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent” and together with Alliqua, the “Alliqua Entities”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, and Soluble Systems, LLC, a Virginia limited liability company (the “Company”), have entered into that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the “Contribution and Merger Agreement”); WHEREAS, [●] (the “Restricted Party”) acknowledges that a material aspect of the Alliqua Entities’ decision to enter into the Contribution and Merger Agreement is the value and maintenance of the reputation and goodwill of the Company; WHEREAS, as a material inducement to the Alliqua Entities to enter into the Contribution and Merger Agreement and consummate the transactions contemplated thereby, the Company has agreed that the Restricted Party shall execute this Agreement; and WHEREAS, the Contribution and Merger Agreement contemplates that the Restricted Party shall execute this Agreement; NOW, THEREFORE, in consideration of the recitals and the covenants, representations, warranties, conditions and agreement hereinafter expressed, the Alliqua Entities and the Restricted Party agree as follows: 1. Effective Date. Subject to the Closing of the transactions contemplated by the Contribution and Merger Agreement, this Agreement shall be effective as of and on the Closing Date (the “Effective Date”). 2. Definitions. For all purposes under this Agreement, the following terms shall have the meaning set forth below. Any terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution and Merger Agreement: (a) “Confidential Information” includes any trade secrets or confidential or proprietary information of the Company, its Affiliates, and its and their respective predecessors and successors, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, know-how, technology, technical data, policies, strategies, designs, formulas, developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or tables, software, development tools or techniques, training procedures, training techniques, training manuals, business information, marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes, infrastructure, business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial data and information, customer and client information, prices and costs, fees, customer and client lists and profiles, employee, customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation of employees and contractors, and other business information disclos<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed to the Restricted Party by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that: (i) is generally available to the public on the date of this Agreement; (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was available, or becomes available, to the Restricted Party from a source other than the Alliqu<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the "Agreement") is by and between StrikeForce Technologies, Inc. ("StrikeForce"), and the person, company or entity listed below (the "Company"). 1. StrikeForce and Company are interested in disclosing to each other certain information relating to their respective business plans and proprietary technology (hereinafter "Information") for the purposes of evaluation and consultation. For the purposes of this Agreement, each party shall be in the position of "Disclosing Party" for the Information it discloses to the other party, and each party shall be in the position of "Recipient" for the Information it receives from the other party. Such Information is a commercial asset of considerable value to Disclosing Party, and Disclosing Party is willing to disclose such Information only under the terms and con<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ditions set forth below. This Agreement, when signed by authorized representatives of each party, will confirm that the Recipient is willing to receive such Information of Disclosing Party subject to the following terms and conditions, which the parties intend to be legally binding. 2. The Information shall include such proprietary and confidential information disclosed orally, by demonstration, or in writing at any time, and may include without limitation business plans, know-how, source code, algorithms, flow-charts, blueprints, and other information not readily available to the general public, whether or not protectable by patent, copyright or other forms of intellectual property law. The Information does not need to be identified as or marked "confidential" or "proprietary" or any similar terms. 3. The Recipient shall hold the Information in confidence, and shall use reasonable efforts to prevent any unauthorized use or disclosure of the Information. Except as expressly provided in this Agreement, the Recipient shall not disclose or divulge the Information, in whole or in part, to any third party, including licensees or customers anywhere in the world. The Recipient may not use the Information for any purpose other than the aforesaid without the prior written consent of a duly authorized representative of Disclosing Party. The Recipient may disclose the Information only to its officers, employees and independent contractors who are necessary for the purpose of evaluating such Information, and Recipient shall be responsible for any disclosure by them in violation of this Agreement. 4. Nothing contained in this Agreement shall be construed by implication or otherwise, as an obligation to enter into any further agreement relating to the Information or as grant of a license to use the Information or any intellectual property rights therein other than for evaluation and consultation purposes. Disclosing Party retains any and all proprietary and ownership rights it has in and to the Information it discloses. 5. This Agreement shall be effective as of the Effective Date and may be terminated by either party upon thirty (30) day's prior written notice to the other party. In any event, this Agreement shall automatically terminate two (2) years after the Effective Date. The confidentiality and use restrictions with respect to Proprietary and Confidential Information disclosed prior to termination shall survive for a period of two (2) years after the termination. 6. Upon completion of the aforesaid evaluation and in the absence of further agreement of the parties, the Recipient shall cease all use and make no further use of the Information. At Disclosing Party's request, the Recipient shall promptly return or destroy all Information disclosed by Disclosing Party and shall retain no copies. 7. The parties <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>e Company shall have the exclusive right to pursue such business or investment opportunity. 7. ABSENCE OF CONFLICTING AGREEMENTS. I understand the Company does not desire to acquire from me any trade secrets, know-how or confidential business information that I may have acquired from others. I represent that I am not bound by any agreement or any other existing or previous business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company under this Agreement or otherwise during the course of my employment. 8. NO EMPLOYMENT OBLIGATION. Other than the provisions of Section 9 hereof, I understand that this<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Agreement does not create an obligation on the part of the Company to continue my employment with the Company. I am employed as an employee "at will". 9. SEVERANCE. If I am terminated for any reason, in consideration for the Non-competition covenant and the other covenants and agreements set forth in the Agreement, I will receive a salary of $275,000 per annum for one year after such termination payable in bi-weekly installments in accordance with the Company's payroll procedures. 10. REMEDIES UPON BREACH. I agree that it would be difficult to measure any damages caused to the Company which might result from any breach by me of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, I agree that if I breach or propose to breach any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. 11. BINDING EFFECT. This Agreement will be binding upon me and my heirs, executors, administrators and legal representatives and will inure to the benefit of the Company, any subsidiary of the Company, and its and their respective successors and assigns. My obligations under this Agreement shall survive the termination of my relationship with the Company regardless of the manner of such termination. 12. ENFORCEABILITY. If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable will not be affected thereby, and each portion and provis<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ADDRESS: DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information<|eot_id|> <|start_header_id|>assistant<|end_header_id|> to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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. The Parties will maintain a list of those Representatives to whom Confidential Information has been disclosed (which list will be presented to the Party upon the other Party’s request). In any event, the Receiving Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information, to accept responsibility for any breach of this Agreement by the Receiving Party or any of the Receiving Party’s Representatives, and, at the Receiving Party’s sole expense, to take all reasonable measures (including court proceedings) to restrain the Receiving Party and the Receiving Party’s Representatives from prohibited or unauthorized disclosure or uses of the Confidential Information. (b) Notwithstanding any other provision of this Agreement: (i) the Receiving Party or its Representatives may disclose Confidential Information of the Disclosing Party if required in order to establish its rights under this Agreement, but only to the extent such disclosure is necessary and provided that the Receiving Party seeks confidential treatment of the Confidential Information to be disclosed; (ii) this Agreement will not prohibit or restrict either Party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other Party disclosed in the Confidential Information as long as such Party does not thereby breach this Agreement. Each Party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other Party disclosed in the Confidential Information; and (iii) either Party will be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder. The term “residuals” means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither Party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. (c) Each Party agrees that, without the prior written consent of the other Party, neither it nor its Representatives will disclose to any other person the fact that the other Party or its Representative have received Confidential Information or that Confidential Information has been made available to the other Party or its Representatives, that investigations, discussions or negotiations are taking place concerning <|eot_id|> <|start_header_id|>assistant<|end_header_id|>a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status this Agreement and the identity of the parties hereto (collectively, the “Discussion Information”), provided that the Receiving Party may make such disclosure if required by law or the applicable rules of any securities exchange or interdealer quotation system. The Potential Relationship Party further agrees that, without the prior written consent of the Company (which shall not be unreasonably withheld or denied), the Potential Relationship Party and the Potential Relationship Party’s Representatives will not, directly or indirectly, consult or share Confidential Information or Discussion Information with, or enter into any agreement, arrangement or understand<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tten agreement executed by both parties. 2.6 Headings or Captions. Headings or captions contained in this Agreement have been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. 2.7 Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) “including” is not limiting; (iv) “or” has the inclusive meaning represented by the phrase “and/or”; (v) the words “hereof”, “herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) section and clause references are to this Agreement unless otherwise specified; (vii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (vii) general or specific references to any Law mean such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise prejudicially affect any obligation or any right, power or remedy hereunder, in which case such amendment, modification, codification or reenactment will not, to the maximum extent permitted by Law, form part of this Agreement and is to be disregarded for purposes of the construction and interpretation hereof. 2.8 Counterparts. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. 2.9 Entire Agreement. This Agreement and the Purchase Agreement and the documents referred to therein constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written. 2.10 Failure or Delay. No failure on the part of any party to exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. No notice to or demand on any party in any case entitles such party to any other or further notice or demand in similar or other circumstances. 2.11 Notice. Any notice required or permitted to <|eot_id|> <|start_header_id|>assistant<|end_header_id|>be given hereunder shall be sufficient if in writing and if hand delivered, sent by overnight courier, or sent by registered or certified mail, postage prepaid, addressed as follows: If to the Buyer: Level 3 Communications, LLC 1025 Eldorado Blvd. Broomfield, Colorado 80021 Attention: General Counsel With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 1600 U.S. Bank Tower 950 Seventeenth Street Denver, Colorado 80202 Attention: Steven E. Segal, Esq. If to Sellers: ICG Communications, Inc. 161 Inverness Drive West Englewood, Colorado 80112 Attention: General Counsel [Signatures on following page] IN WITNESS WHEREOF, Sellers and the Buyer have executed this Agreement effective as of the date first written above. ICG COMMUNICATIONS, INC. By: Name: Title: ICG TELECOM GROUP, INC. By: Name: Title: LEVEL 3 COMMUNICATIONS, LLC By: Name: Robert M. Yates Title: Senior Vice President and Assistant General Counsel Signature Page to<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>isclose or cause to be divulged, transmitted, or otherwise disclose, any business contacts, client, distributor, or customer lists, technology, know-how, traded secrets, marketing techniques, supplier contacts, contracts, or other confidential or proprietary information of the Corporation of whatever nature existing on or prior to the date hereof (provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (i) it is a matter of common knowledge or public record, (ii) it is generally known in the industry in which the Business is engaged, or (iii) the Undersigneds can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement); (b) at any time during the period of the Purchase Agreement and for two years following the termination of the Purchase Agreement for any reason (the "Restrictive Period"), invest, carry on, engage, or become involved, either as an employee, agent, advisor, officer, director, stockholder (excluding ownership of not more than 3% of the outstanding shares of a publicly held Corporation if such ownership does not involve managerial or operational responsibility), manager, partner, joint venture, participant, or consultant, in any business enterprise (other than the Purchaser or any of its subsidiaries, affiliates, successors, or assigns) which (i) is located or operating, or soliciting customers located in the United States of America or any other country in which Purchaser sells products, and (ii) is or becomes, at any time during the Restrictive Period, engaged in the manufacture, assembly, sale, marketing, advertising, and distribution of golf balls or any golf related products. For purposes of this Agreement, golf related products shall mean products that are marketed or sold by Purchaser; and (c) at any time during the Restrictive Period initiate contact with any employee, consultant, or independent contractor of Purchaser for the purpose of hiring away such employee, consultant, or independent contractor from Purchaser, or solicit customers of the Purchasers. 2. CORPORATE AND TRADE NAMES. From and after the date hereof, the Undersigneds will not utilize the name "The World Golf Tour," or any confusingly similar name in connection with any business activities from and after the date hereof. 3. CONSIDERATION. In consideration for the covenants contained herein, the Purchaser has agreed to enter into the Asset Purchase Agreement to be executed in conjunction with this Agreement. 4. REMEDIES. 4.1 In the event of a breach of this Agreement by any either of the Undersigneds, the precise amount of damages that may be suffered by the Purchaser of reason of such breach may be difficult to ascertain; accordingly, the parties hereby agree that, as liquidated damages (and not as a penalty) in respect of any such breach, the Purchaser, in its sole discretion, may choose to demand the sum of $20,000 as the sole and exclusive damages for the breach. The parties agree that the foregoing provision for liquidated damages, if chosen by Purchaser, constitutes a fair and reasonable estimate of the actual damages that might be suffered by reason of a breach of this Agreement by the Undersigneds. Alternatively, and in lieu of its right to demand liquidated damages as aforesaid, the Purchaser may elect to pursue and recover all actual damages, incurred by the Purchaser as a result of such breach, i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nsofar as they can be determined. 4.2 The Undersigneds and the Purchaser hereby further acknowledge and agree that any breach by either of the Undersigneds, directly or indirectly, of the foregoing restrictive covenants will cause the Purchaser irreparable injury for which there is not adequate remedy at law. Accordingly, each of the Undersigneds expressly agrees that, in the event of any such breach or any threatened breach hereunder by any of the Undersigneds, directly or indirectly, the Purchaser shall be entitled, in addition to any and all other remedies available (including but not limited to the damages provided for in paragraph 4.1 above), to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain, and/or enjoin a breach under the provisions of this Agreement. 5. MISCELLANEOUS. 5.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Utah without regard to any conflict of law provisions. 5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns. 5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled. 5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this 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|>levant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this 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|>the Receiving Party agrees and understands that the Disclosing Party will have all rights and remedies available to it under the applicable law as a result of said Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party shall not be in breach of this Agreement simply by acting in accordance with its terms and conditions. 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclosing Party’s Confidential information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 12. Termination. This Agreement shall became effective upon the Effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties. 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepai<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows: If to NEW RIVER: New River Pharmaceuticals Inc. The Governor Tyler 1902 Downey Street Radford, VA 24141 USA Attention: Randal J. Kirk Fax: (540) 633-7979 With a copy to: New River Pharmaceuticals Inc. The Governor Tyler 1902 Downey Street Radford, VA 24141 USA Attention: Marcus E. Smith, Esq. Fax No.: (540) 633-7971 If to SHIRE: Shire US Inc. 7900 Tanners Gate Drive Florence, KY 41042 USA Attention: Jeff Martini Fax: (859) 282-2103 With a copy to: Shire US Inc. 7900 Tanners Gate Drive Florence, KY 41042 USA Attention: Kevin T. Anderson, Esq. Fax: (859)282-1794 Any party may change its address for notices by giving the other party notice of such change in the manner provided above. 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. 16. Governing Law; Attorneys’ Fees. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof). Each party irrevocably submits to the jurisdiction of the United States District Court for the Western District of the Commonwealth of Virginia for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against any party and (i) each party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court, (ii) to the extent that any party has acquired, or hereafter may acquire, any immunity from jurisdiction of any such court or from any legal process therein, it hereby waives, to the fullest extent permitted by law, such immunity and (iii) agrees not to commence any action, suit or proceeding relating to this Agreement except in such court. Each party hereby waives, and agrees not to assert in any such suit, action or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) it is not personally subject to the jurisdiction of any such court, (b) it is immune from any legal process (whether through service or notice, attachment prior to judgment attachment in aid of execution, execution or otherwise) with respect to it or its property or (c) any such suit, action or proceeding is brought in an inconvenient forum. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses. 17. Waiver. No waiver by either Party, whether express or implied, of any provision of this Agreeme<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT CONTRACT TERMS This agreement, dated as of the latest date of signature below (the “Date”), is between Inria, and the person or entity/organization (User) identified in the signature line below. 1.CONTACTS Inria Contact User (Organization) Contact Institut National de Recherche en Informatique et Organization: en Automatique (Inria) Adm Contact: French public organism whose registered office is Post address: at Domaine de Voluceau – Rocquencourt – BP Tel: 105 – 78153 Le Chesnay Cedex Email: Represented by its Chief Executive Officer, M. Antoine PETIT Technical contact: Technical Contact: Post address: Carlos Canudas de Wit Tel: CNRS, Control System Dept, GIPSA-Lab Email: BP. 46, 38402, ST Martin d'Hères, France carlos.canudas-de-wit@gipsa-lab.fr 2.SCOPE. As hereafter detailed in this Agreement, Inria via the NECS team agrees to disclose to the Organization certain proprietary and confidential traffic-related data under terms and conditions specified below to only Research and Academic use purposes without fees or other compensation, and which should not be distributed to any third parties. The Grenoble Traffic Lab (GTL) Data and all related documentation and information provided by Inria will be used only for the limited purpose of evaluation hereunder, and will not be used for any other purpose, or in any manner adversarial to Inria. 3.TERMS. A. Acknowledgements. Organization or individual should add below line in the acknowledgement section of their publications: The authors would like to kindly acknowledge to the CNRS/INRIA NeCS team by providing traffic data from the Grenoble Traffic Lab (GTL), see Ref. [GTL] B. References. Organization used GTL data in their paper to represent figures, charts, table or any other experiment should add following sentence in reference to figure: “Experiment realized with traffic data provided by the NeCS team from the the Grenoble Traffic Lab (GTL), see Ref. [GTL]” Ref. [GTL]. Carlos Canudas-de-Wit, Fabio Morbidi, Luis Leon Ojeda, Alain Y. Kibangou, Iker Bellicot, Pascal Bellemain. “Grenoble Traffic Lab: An experimental platform for advanced traffic monitoring and forecasting” IEEE Control Systems, Institute of Electrical and Ele<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ctronics Engineers, 2015, 35 (3), pp.23-39. C. Duration. This Agreement will commence on the Effective Date and continue for 365 days thereafter (the “Agreement Term”), at which point it shall expire unless otherwise extended by Inria, at its sole election. Inria may terminate this Agreement, or suspend the delivery of data hereunder, for cause at any time if Organization breaches this Agreement or without cause at any time for whatever reason. 4.MISCELLANEOUS. This Agreement will be interpreted in accordance with the laws of the France. Should a dispute arise concerning the interpretation, validity or execution of this agreement, the Parties shall bring the dispute to French Courts, which shall exclusively be competent. This agreement will only be binding when signed by both Parties in the blanks immediately below. if this document is signed first by Inria, organization will have seven (7) business days from the date of Inria’s signature below in which to return a signed pdf version of this document to Inria via email to the technical contact, or this document will be deemed invalid and of no binding effect. 5.GTL DATA. The GTL Data is comprised of the GTL traffic data and information that may be provided hereunder to Organization by Inria from time to time through CSV or Database format in the NECS Team Developers Zone. The GTL Data remain the exclusive sole property of Inria. The present Agreement does not grant any transfer or assignment of commercial/exploitation/property rights on identified know-how, patents, software or any other intellectual property right held by Inria to the Organization. Promptly upon expiration or termination of this Agreement, user will cease using all GTL Data, and will return to Inria, or destroy, all originals and all copies of the GTL Data and other materials provided by Inria under this Agreement, and also certify such return or destruction in a reasonable and customary certificate provided by Inria. The obligation of confidentiality will remain until the GTL data are released to public or have fallen into public domain. ORGANIZATION OR INDIVIDUAL: INRIA: Name: Name: Title: Title: Date: Date: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>g Party to make, have made, use, or sell any product using the Confidential Information, or a license under any patent, patent application, utility model, copyright, trade secret, trademark, service mark or any other similar industrial or intellectual property right. At no time and under no circumstances shall the receiving Party reverse-engineer, decompile or disassemble any part of the Confidential Information . 4. Responsibility for Breach. Each Party agrees to be responsible for any breach of this Agreem<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ent by any third party to whom such Party has provided Confidential Information, or any portion thereof. If a Party or any third party to whom such Party has provided Confidential Information becomes legally compelled (by oral question, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by rule, regulation or other applicable law) to disclose any Confidential Information, such Party shall promptly notify the other Party of such requirement before any disclosure is made so that the other Party may seek a protective order or other appropriate remedy or may waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if a Party waives compliance with the provisions hereof, each Party agrees that only that portion of the Confidential Information which it is legally required to disclose (as advised by a written opinion of counsel) will be disclosed, and each Party agrees to exercise its best efforts to obtain assurance that the Confidential Information will be treated confidentially upon disclosure. 5. Term. This Agreement will continue in full force and effect until both parties agree in writing to terminate this agreement and for one-year thereafter. The Parties agree that if the negotiated transaction does not proceed within a reasonable time, or upon any request from either Party, each Party shall promptly deliver to the other Party all written Confidential Information and any other written material containing or reflecting Confidential Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by each Party, or respective representatives, based on the information included in the Confidential Information shall be promptly destroyed, and such destruction shall be ce1tified in writing by an authorized officer supervising such destruction. Notwithstanding the return or destruction of any Confidential Information, each Party shall continue to be bound by its obligations o f confidentiality and other obligations hereunder. 6. Form of Relief. The Parties hereby acknowledge and agree that, in the event of any breach of this Agreeme<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this "Agreement"), is made this 6th day of March, 2000, by and between DUNC, LLC, a Delaware limited liability company (the "COMPANY") and NORTHWEST AIRLINES, INC., a Minnesota corporation ("INVESTOR"). Capitalized terms used and not defined herein shall have the meanings set forth in the LLC Agreement (as defined below). RECITALS WHEREAS, the Investor has entered into a Subscription Agreement of even date herewith pursuant to which it will its purchase membership interests in the Company and become a member of the Company; and WHEREAS, the Investor previously entered into that certain Limited Liability Company Agreement of the Company, dated as of February 9, 2000 (the LLC Agreement"), pursuant to which the Company was formed with Investor as one of the Initial Members: WHEREAS, in connection with the conduct of the Company's operations, each of the Company and Investor (each a "Party" and, collectively, the "Parties") may disclose certain confidential and proprietary information regarding the conduct of each Party's respective business activities; and WHEREAS, the Parties desire to provide appropriate protection for the exchange of such confidential and proprietary information and to establish the terms under which such information shall be disclosed. NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby agree, as follows: 1. CONFIDENTIAL INFORMATION. Confidential Information shall mean: (a) any data or information that is supplied by either Party (which will be deemed to include, in the case of the Company, any data or information with respect to any Member of the Company supplied by the Company or such Member to the Investor in connection with the operation of the Company or the performance of any obligation, or the exercise of any rights, under the LLC Agreement or any Related Agreement), including by its Affiliates (the "DISCLOSING PARTY"), or the agents, employees, authorized representatives or nominees thereof (such persons being referred to collectively as the REPRESENTATIVES") to the other Party including its Affiliates (the "RECEIVING PARTY") (or the Representatives of the Receiving Party) including, but not limited to, information regarding: products and services planning, marketing strategies, strategic and business plans, finance, operations, customer relationships, customer profiles, sales estimates and internal performance results relating to the past, present or future business activities of the Disclosing Party and its owners, customers, clients and suppliers; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives; (c) all confidential or proprietary concepts, documentation. reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, know-how and trade secrets, whether or not patentable or subject to copyright, supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives; and (d) without limitation, all documents, inventions, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing supplied by the Disclosing Party or us Representatives to the Receiving Party or its Representatives. 2. CONFIDENTIALITY OBLIGATIONS. Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall: (a) limit access to <|eot_id|> <|start_header_id|>assistant<|end_header_id|>any Confidential Information received by it solely to its Representatives who have a need to know such in connection with any current or future negotiations or arrangements between the Receiving Party and the Disclosing Party, including, without limitation in connection with the membership of the Investor in the Company and any commercial arrangements between the Investor and the Company and only for use in connection therewith. The Investor may provide access to and may disclose Confidential Information of the Company to any other Member of the Company in connection with such Member's participation as a Member of the Company. The Disclosing Party hereby consents to, and represents and warrants that it has obtained from its applicable Affiliates their consent to the use by the Receiving Party of any information received by the Receiving Party in connection with the above-referenced negotiations or arrangements; (b) advise its Representatives having access to the Confidential Information of the proprietary nature thereof and of the obligation set forth in this Agreement; (c) take appropriate action by instruction or agreement with its Representatives having access to the Confidential Information to fulfill its obligations under this Agreement; (d) safeguard all Confidential Information received by it using a reasonable degree of care and discretion to avoid disclosure, publication or dissemination of such Confidential Information, but not less than that degree of care and discretion used by the Receiving Party in safeguarding its own similar information or material that it does not wish to disclose, publish or disseminate; and (e) use all Confidential Information received by it for the purposes described in subsection (a) of this Section 2 and for no other purpose whatsoever. 3. DESTRUCTION OF CONFIDENTIAL INFORMATION UPON REQUEST. Upon the request of the Disclosing Party, the Receiving Party shall (i) destroy all memoranda, notes, records, drawings, manuals, other documents or materials and any other manifestation (and all copies thereof) pertaining to or arising from the Confiden<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>entative for Sponsor, or another individual(s) as the Party may designate in writing to the other Party. 6. REGULATORY COMPLIANCE: Each party must comply with all applicable laws, regulations and rules in its jurisdiction. 6.1 EXPORT CONTROL AND CONTROLLED GOODS COMPLIANCE: In the event that goods or information falling under Canadian or United States export control rules, controlled goods or arms regulations are required to be provided by the Sponsor to McGill, Academic Supervisor or Intern, Sponsor will so inform McGill in writing prior to any such disclosure, Sponsor shall not forward or provide any such information to McGill or Intern without the express written permission of McGill. The burden shall be on Sponsor to make it available only to eligible individuals as designated by McGill, or to obtain the appropriate license or approval from the relevant agency, or to invoke an available exception, exemption or exclusion. 6.2 In the event the Project research results or any data developed in the course of the Project constitute controlled goods under Canadian law, the Parties will cooperate so that the requirements of the law are met prior to disclosure of such results or data. 6.3 McGill shall have the right to terminate this Agreement under Section 13, "Term and Termination," if the disclosure of such information, under license or otherwise, would destroy McGill's ability to invoke the fundamental research exclusion with regard to the conduct or reporting of its research or McGill is unable to comply with the requirements of the Sponsor. 7. NON-DISCLOSURE: 7.1 Recipient must keep Confidential Information in confidence. Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of the Discloser. 7.2 The obligation to safeguard Confidential Information shall continue for a period of two (2) years from the date the internship/fellowship terminates or expires. 8. STANDARD OF CARE: Recipient agrees to protect the Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. Recipient must notify Discloser promptly upon discovery that any Confidential Information has been accessed or otherwise acquired by or disclosed to an unauthorized person. 9. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control. Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement. 10. NO LICENCE OR OTHER RIGHTS: In respect of Background IP no right or license whatsoever, expressed or implied, is granted by McGill to Intern or Sponsor pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to McGill. No legal obligations, rights, relationship or duties shall be 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 Info<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rmation 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 sections 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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Party whose Confidential Information is disclosed to the Receiving Party Personnel means any and all staff, employees, directors, officers and professional advisors of a Party Purpose means any and all discussions and negotiations relating to a potential agreement between the Parties hereto as more particularly set out in Recital (A) Receiving Party means the Party who is in receipt of Confidential Information 2 The Commitment 2.1 In consideration of each Party agreeing to supply the other Party with Confidential Information for the Purpose, and in consideration of the mutual undertakings set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained. 2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets. 2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>keeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information. 4 Limited internal dissemination 4.1 A Receiving Party shall only disclose or reveal any Confidential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to fulfil the Purpose. 4.2 Prior to the disclosure of any Confidential Information to any such Personnel, the Receiving Party shall inform them of the confidential nature of the material and of the provisions of this confidentiality undertaking and obtain written confirmation of their acceptance of these terms. 5 Non-disclosure to third parties 5.1 Save as otherwise permitted herein, a Receiving Party shall not, and shall procure that its Personnel do not, at any time without the Disclosing Party’s prior written consent: (a) disclose the Confidential Information to any third party, either directly or indirectly; or (b) disclose to any person: - (i) the fact that discussions or negotiations are taking place between the Parties; (ii) the content of any such discussions or negotiations; (iii) any of the terms, conditions or other facts with respect to the Purpose; or (iv) that Confidential Information has been requested or received, unless required to do so by law or by the order or ruling of a Court or tribunal or regulatory body or recognised stock exchange of competent jurisdiction, in which case, if the Receiving Party is required to disclose such Confidential Information it shall, unless prohibited from doing so, notify the Disclosing Party promptly in writing of that fact and, in any event, prior to making such disclosure. 6 Discussions through authorised representatives only 6.1 It is understood that all communications regarding the Parties’ discussions, requests for additional information or meetings or questions will be submitted or directed to authorised representatives of the Parties. 7 Exclusion from Confidential Information 7.1 These terms and conditions will not apply to any Confidential Information which: (a) is in or becomes part of the public domain or is or otherwise becomes public knowledge by any means other than by breach by a Receiving Party or their Personnel of any obligation contained herein; (b) was previously or is at any time hereafter disclosed to a Receiving Party by any third Party having the right to disclose the same provided that such source is not known to the Receiving Party to be bound by a confidentiality agreement with, or other obligation to secrecy to, the Disclosing Party; (c) is released from the provisions of this undertaking by prior written consent given by a director or authorised representative of the Disclosing Party; or (d) was otherwise independently acquired or developed by the Receiving Party without violating its obligations hereunder. 8 Return of Confidential Information 8.1 The Receiving Party shall, immediately upon receipt of Notice to that effect: (a) return to the Disclosing Party all Confidential Information (including all copies held); (b) destroy those portions (and all copies) of any analyses, compilations, studies, reports or other documents prepared by it for its use containing or reflecting or generated from, in whole or in part, any Confidential Information; and (c) expunge and destroy any Confidential Information from any computer, word processor or other device in its possession or custody or control containing such information. 9 No responsibi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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. Alternatively, Casino may direct Receiving Party to destroy such Confidential Information, in which case Receiving Party shall confirm such destruction in writing within twenty (20) days thereafter. 7. Receiving Party shall not disclose any Confidential Information to any other person or entity other than as provided herein, without Casino’s prior written consent. Neither party nor any of its representatives shall contact, either directly or indirectly, any governmental official, lender or other third party (other than a representative as provided herein) to discuss the Project or the business or the assets of the other party, or a potential business transaction with or concerning the other party, without first obtaining the written consent of the other party. 8. Waiver of any provision of this Agreement must be made in writing. A waiver or breach of one provision of this Agreement does not constitute a waiver or acceptance of a breach of another provision of this Agreement. 9. Neither party shall assign this Agreement to any third party without the prior written consent of the other party. 10. This Agreement shall have a term of three (3) years. Receiving Party’s obligations in relation to technical and personally-identifiable inform<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ation shall be indefinite. 11. The parties agree that a breach of this Agreement by the receiving party may cause irreparable damage to the Casino and hereby agree that Casino will be entitled to seek injunctive relief or other equitable relief to remedy or prevent any threatened or actual breach of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. RECEIVING PARTY: CASINO: BY: BY: 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|>r. Supplier shall not disclose Confidential Information to any third party, including Supplier’s related entities, without the prior written consent of Company and the written agreement of third parties binding them to the terms of this Agreement. B. Supplier shall not duplicate or summarize the Confidential Information to any third party, without the prior written consent of Company. Supplier shall not decompile or reverse engineer Company Products and any information resulting from any decompiling or reverse engineering shall be deemed to be Confidential Information of Company. C. The Confidential Information, and all copies, s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ummaries, notes, and computations related thereto, shall be delivered by Supplier to Company within 48 hours of demand. D. In addition, Supplier shall take all reasonable precautions to protect the Confidential Information from unauthorized access and use, but not less than used by Supplier to protect its own most valuable information. E. During and after the period Supplier is providing Supplier services to Company, Supplier shall not produce, provide, or sell to anyone, other than Company, any Supplies which include or are produced with Confidential Information. F. In addition, Supplier shall not and warrants that anyone obtain the Confidential Information disclosed hereunder by or through it, shall not: (i) Contest, anywhere in the world at any time in the future, the validity of Company’s proprietary rights in, or any Company claim to the ownership or inventorship of, any Confidential Information; or (ii) Attempt to or actually apply for, obtain or claim ownership of, inventorship in or right to use of any proprietary rights in any Confidential Information (including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, or trade secret rights). G. All improvements to Company Products, their components, or their underlying technology developed during the performance of any purchase order issued by Company to Supplier shall belong to Company. H. Supplier shall not disclose the Confidential Information to any person that would result in a violation of United States or Canadian export or other law. 3. Status of Supplier. Supplier’s status at all times shall be that of an independent contractor, and Supplier shall not be considered an agent, partner, representative, or employee of Company for any purposes whatsoever. This Agreement shall not create an obligation on the part of Company to acquire or purchase the Supplies from Supplier. If Company accepts Supplier as an approved supplier for Supplies, any supply of such Supplies shall be under Company’s standard General Terms and Conditions of Purchase without the need for further adoption of such terms and conditions. Supplier shall not advertise nor disclose that it is a potential supplier or a supplier of Supplies to Company. 4. Miscellaneous. A. Supplier has not relied on any representation of Company not contained in this Agreement. B. The unenforceability of any provision of this Agreement shall not affect the other provisions and the unenforceable clause shall be deemed deleted and shall be deleted by the court. C. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof, whether written or oral. It is effective on execution by Supplier. No waiver or modification of the terms of this Agreement shall be valid unless in writing and duly executed by Supplier and Company. This Agreement shall be cumulative with all other rights of Company under any existing or future agreements between Company and Supplier unless specifically waived by Company. D. This Agre<|eot_id|>