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<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement This Agreement is entered into as of , between (“Recipient”) and the International Code of Conduct for Private Security Service Providers’ Association (the “ICoCA” or the “Association”)(together the Parties). Primary Purpose The Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately. The Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances: (a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or (b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information. The Recipient hereby agrees and affirms his/her understanding of the following: (1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as “Confidential Information”); (2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association’s ability to function effectively and subject it to potential le<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>gal liability and other consequences; (3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director, Officer, or Staff Member of the Association; (4) that the Recipient shall not disclose Confidential Information to any person other than the Directors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose; (5) that the Recipient is aware of and has reviewed the ICoCA’s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association’s Conflict of Interest or Information Security policies; (6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient; (7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and (8) that continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff Member of the Association and/or an essential part of the Recipient’s roles and responsibilities as a Director or Officer, the violation of which will permit the Association to terminate such employment or terminate such person from his7her position in addition to seeking any other legal or equitable remedies. Definition of Confidential Information For the purposes of this Agreement, Confidential Information includes, but is not limited to, financial or other competitive business information that may be collected by the Association regarding industry members (and non-members) of the Association, information of a personal nature regarding any of the officers, staff, or employees of the Association or its members, information shared in the course of Board or other Association meetings or discussions (unless <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 access by you or such Representative, as applicable, is required by law or regulation; provided, however, that in the case of each of clauses (i) and (ii) of this sentence, notwithstan<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ding any other provision of this Agreement, you and your applicable Representatives will continue to be bound by the terms of this Agreement as if it were in full force and effect with respect to any such Evaluation Material for so long as you or your applicable Representatives retain any such Evaluation Material. No Unauthorized Contact 11. Unless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for additional information or Evaluation Material, (iii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures relating to a possible Transaction, will be submitted or directed to only the Chief Executive Officer of the Company, the Board of Directors of the Company, the chairperson of the Board of Directors of the Company or those officers of the Company designated to you in writing by the Company. You further agree that, except as permitted by this Agreement, without the prior written consent of the Company, you and your Representatives will not contact any other officers, directors, employees, stockholders, customers or suppliers of the Company or its subsidiaries in connection with a possible Transaction, and, without limiting anything in this Agreement, will not otherwise disclose to any such parties the fact that the Company or its affiliates may pursue a Transaction with you or other parties or that discussions or negotiations have taken or may take place concerning a possible Transaction. Maintaining Privileges 12. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of each party to this Agreement that the sharing of such material is not intended to, and will 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 to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege will remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. Export Restrictions 13. You acknowledge that certain of the Evaluation Material may be subject to export restrictions under U.S. law. You will not, and will cause your Representatives not to, without the express written permission of the Company, transmit, directly or indirectly, any Evaluation Material that is subject to such export restrictions to any person or country outside the United States or otherwise in violation of applicable law; provided, however, that you will not be deemed to be in violation of this provision in connection with any Evaluation Material provided directly by the Company or its Representatives to your employees who have a Randstad email address other than one ending in “randstadusa.com”. The Company will advise you in writing as to the applicability of this Section 13 to any particular piece of Evaluation Material at or before the time such material is provided to you. No Obligation, Representation or Warranty 14. This Agreement defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed or made available but does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you. Under no circums<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 or conduct. 17. The Recipient agrees that all (i) communications regarding the Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures, will be submitted or directed only to the Receiver. The Recipient further agrees that under no circumstances will the Recipient or the Recipient's Representatives discuss or otherwise communicate any aspect of the Transaction to any member of the management of the Company without the express written permission of the Receiver. Without the Receiver's prior written consent, the Recipient shall not, and shall direct the Recipient's Representatives not to, make any contact of any nature regarding a proposed Transaction (including inquiries or requests concerning Confidential Information) with any employee, supplier, customer, creditor, bank or other lender of or to the Company or any of its Affiliates. 18. This Agreement may be executed by facsimile or electronic transmission and in any number of counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same agreement. 19. The Recipient agrees that the restrictions contained in this Agreement are reasonable in order to protect the legitimate interests of the Receiver and the Company and all defences to the strict enforcement of the restrictions by the Receiver are hereby waived by the Recipient. 20. If any term or provision of this Agreement is declared to be void or unenforceable in whole or in part by a court of competent jurisdiction, it shall be deemed to be severable from the rest of this Agreement and it shall not affect or impair the enforceability or validity of any other covenant or provision of this Agreement. 21. This Agreement shall be governed by and interpreted in accordance with the laws in force in the Province of Alberta. The Recipient hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Alberta for the determination of all matters arising hereunder in the event the Receiver should bring an action on this Agreement in the Courts of the Province of Alberta. The Recipient hereby agrees that, notwithstanding the foregoing, the Receiver may bring an action on this Agreement in any jurisdiction where the Recipient has assets or in any jurisdiction where this Agreement has been breached or where a breach is threatened, and in such an event, the Recipient hereby irrevocably attorns to the jurisdiction of the Courts of such jurisdictions for the determination of all matters arising hereunder. 22. This Agreement will continue indefinitely, unless otherwise agreed in writing by the Receiver. 23. No waiver of any particular requirement hereunder shall be construed as a general waiver of this Agreement, and any failure by or delay by the Receiver in enforcing its rights against any particular breach of this Agreement shall not limit or affect its rights to enforce its rights against any other breach hereof. 24. This Agreement may not be assigned by the Recipient without the prior written consent of the Receiver. 25.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> This Agreement shall enure to the benefit of the Receiver and its successors and assigns and shall be binding upon the Recipient and its successors and permitted assigns. 26. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior contracts, agreements and understandings pertaining to the subject matter of this Agreement. No modification or alteration of this Agreement shall be binding unless executed in writing by the parties hereto. There are no representations, warranties, collateral agreements or conditions affecting this transaction other than as are expressed or referred <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>asures taken to retrieve or otherwise repossess such information; and f. All other details required or necessary for DOHMH to know when and how such unauthorized disclosure was made and what mitigating steps are being undertaken or reco<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mmended by the Data Recipient. D. Safeguards to Protect the Data. Data Recipient shall take all reasonable measures to safeguard and kee<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ccuracy or completeness of the Evaluation Material made available by the disclosing party or on its behalf to the receiving party or its Representatives. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or any of its Representatives relating to or resulting from the use of or reliance upon any Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. (8) Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered, and until such time, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party reserves the right, in its sole and absolute discretion, to provide or not provide Evaluation Material to the other party or its Representatives under this Agreement, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time. (9) Standstill. You agree that, for a period of twelve (12) months from the date of this Agreement, unless you receive the prior authorized approval of an authorized Isilon officer or director, you will not directly or indirectly (including, without limitation, by assisting or forming a group (a “l3D Group”) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)): (a) acquire or offer to acquire, seek, propose or agree to acquire, by means of a repurchase, tender or exchange offer, business combination or in any other manner, beneficial ownership of five percent (5%) or more of any securities or assets of Isilon (including any securities or assets of Isilon that you or any of your controlled affiliates already, directly or indirectly, own) including, without limitation, rights or options to acquire such ownership; (b) seek or propose to influence, advise, change or control the management, Board of Directors, governance or certificate of incorporation or bylaws, including, without limitation, by means of a solicitation of proxies (as such te<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rms are defined in Rule l4a-l of Regulation l4A promulgated pursuant to Section 14 of the Exchange Act, disregarding clause (iv) of Rule l4a-l(l)(2) and including any otherwise exempt solicitation pursuant to Rule l4a-2(b)) or participating in any election contest or seeking to influence, advise or direct the vote of any holder of securities of Isilon; (c) offer, seek or propose any merger, consolidation, business combination, recapitalization, restructuring or other extraordinary transaction with respect to Isilon or any of its subsidiaries or businesses; (d) make any request to amend or waive this provision or any other provision of this paragraph (9); (e) make any public disclosure, or take any action which would reasonably be expected to require Isilon to make any public disclosure, with respect to any of the matters set forth in this Agreement; or (f) enter into any discussions (<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ams, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, whether in oral, written, graphic, electronic, or any other form or medium whatsoever, including any related ideas and look-and-feel, which are referred to in this Agreement as "the AMDOCS Proprietary Information"; and WHEREAS SBC OPERATIONS, INC. ("SBC") would like the Receiving Party to provide it with certain services the "Services"); and WHEREAS in order to perform the Services, the Receiving Party must have access to the AMDOCS Proprietary Information, and AMDOCS agrees to provide the Receiving Party with such access to the AMDOCS Proprietary Information, subject to the Receiving Party first obligating itself to confidentiality by signing this Agreement. NOW THEREFORE, the parties agree as follows: 1. In this Agreement, "AMDOCS Confidential Information" means the software and any other AMDOCS Proprietary Information received by the Receiving Party from SBC or Amdocs where the AMDOCS Proprietary Information is clearly so marked or where the Receiving Party has otherwise been made aware that the AMDOCS Proprietary Information is confidential. For greater certainty, if AMDOCS notifies the Receiving Party that certain AMDOCS Proprietary Information already disclosed is confidential, that AMDOCS Proprietary Information shall become AMDOCS Confidential Information under this Agreement. 2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential Information, including derivatives thereof in any form (e.g., reports or analyses relating to such information, whether or not provided by AMDOCS), and to refrain from copying, distributing, disseminating or otherwise disclosing the AMDOCS Confidential Information to anyone, other than to employees of the Receiving Party who have a need to know such information for purposes of performing the Services. 3. Furthermore, the Receiving Party hereby undertakes: (a) not to use the AMDOCS Confidential Information for any purposes other than performance of the Services; (b) not to sell, grant, make available to, or otherwise allow the use of the AMDOCS Confidential Information by any third party, directly or indirectly; and (c) not to use, directly or indirectly, the AMDOCS Confidential Information in the development and/or sale of software systems, for itself or for a third party, and/or in the provision of any services to a third party, except for the Services to be provided by the Receiving Party to SBC. 4. Upon the termination or expiration of this Agreement for any reason or upon the conclusion of the Services and/or at the request of AMDOCS, the Receiving Party shall: (a) return to AMDOCS any document or other material in tangible form in its possession being part of the AMDOCS Confidential Information; and (b) destroy any document or other material in tangible form that contains the AMDOCS Confidential Information together with confidential and/or proprietary information of a third party, and confirm such destruction in writing to AMDOCS. 5. Disclosure of the AMDOCS Confidential Information to the Receiving Party may be made in writing or other tangible form, electronically, or by demonstration of any product 6. Disclosure of the AMDOCS Confidential Information to the Receiving Party shall in no way serve to create, on the part of the Receiving Party, a license to use, or any proprietary right in, the AMDOCS Confidential Information or in any other proprietary product, trade mark, copyright or other right of AMDOCS. 7. Any use by the Receiving Party of the AMDOCS Confidential Information permitted under this Agreement is conditioned upon the Receiving Party first taking the safeguards and measures required to secure the confidentiality of such Proprietary Information. Without limiting the generality of the foregoing, the Receiving Party shall draw to the a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ttention of its employees who will have access to the AMDOCS Confidential Information, all the obligations concerning the AMDOCS Confidential Information contained in this Agreement, and shall require each and every such employee to sign a written acknowledgment with respect to such obligations substantially in the form of the Annex attached hereto and made a part hereof. 8. The confidentiality obligations of the Receiving Party regarding the AMDOCS Confidential Information shall have not apply to such information which: (a) becomes public domain without fault on the part of the Receiving Party; (b) is lawfully obtained by the Receiving Party from any source other than AMDOCS, free of any obligation to keep it confidential; (c) is previously known to the Receiving Party without an obligation to keep it confidential, as can be substantiated by written records; (d) is expressly released in writing from such obligations by AMDOCS; or (e) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, that the Receiving Party first notifies AMDOCS to enable it to seek relief from such requirement, and renders reasonable assistance requested by AMDOCS (at AMDOCS' expense) in connection therewith. 9. This Agreement shall be in full force and effect for a period of seven (7) years commencing on the date first stated above. However, the provisions of Section 2(c) above shall survive the termination and/or expiration of this Agreement for any reason. 10. The Receiving Party acknowledges that a breach of this Agreement may cause AMDOCS extensive and irreparable harm and damage, and agrees that AMDOCS shall be entitled to injunctive relief to prevent use or disclosure of its Proprietary Information not authorized by this Agreement, in addition to any other remedy available to AMDOCS under applicable law. 11. This Agreement constitutes the entire agreem<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ty testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member’s location. 2. EXISTING OBLIGATIONS The Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definitio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants’ results and information shall apply regardless of whether such reside in the Application Form or this Agreement. 3. PURPOSE AND USE The purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant’s own technology or product (without restricting the Participant’s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant’s representatives who: (i) need to know the Confidential Information; (ii) understand that they are bound by this Agreement; and (iii) agree to fulfill the obligations of this Agreement. Notwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant’s patents, copyrights, trademarks, and/or mask work rights. The term “Residuals” means information contained in the Confidential Information disclosed at the Events such as general knowledge, ideas, concepts, know-how, professional skills, work experience and/or techniques (not information such as exact implementations, Test Results, or Individual Results) that is retained in the unaided memories of Receiving Participant’s Representatives who have had access to Disclosing Participant’s Confidential Information pursuant to the terms of this Agreement. A Representative’s memory is unaided if the Representative has not intentionally memorized, or referred to records of, such Confidential Information of Disclosing Participant, for the purpose of retaining and subsequently using or disclosing it. 4. DUTIES OF THE OPEN MOBILE ALLIANCE For purposes of this Agreement, the Open Mobile Alliance shall be viewed as a Participant, provided that the Open Mobile Alliance’s use of Confidential Information shall be limited to the performance of its duties as set forth in this Section 4 of the Agreement. The Open Mobile Alliance’s duties under this Agreement will be planning, organizing, and administering the Events. In addition, the Open Mobile Alliance will aggregate and disseminate information in the form of enabler test reports and problem reports pursuant to the terms of the OMA Interoperability Policy and Process Document. 5. DISCLOSURE The Receiving Participant shall hold in confidence the Confidential Information, not disclose the Confidential Information except to Receiving Participant’s Representatives in accordance with this Agreement, and will exercise the same amount of diligence in preserving the secrecy of that information as the diligence used in preserving the secrecy of the Receiving Participant’s Confidential Information of like importance, but in no event less than reasonable diligence. 6. JOINT OWNERSHIP The Participants engaged in testing the interoperability of their respective products (“Test Objects”) will have joint and several ownership of the results 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|>NON-DISCLOSURE AGREEMENT This Agreement is made on day of , 20 PARTIES: SINGAPORE ART MUSEUM, a company registered in Singapore under UEN No.: 201330746G having its office at 61 Stamford Road, #02-02, Stamford Court, Singapore 178892. (the Discloser) and Recipient Company, a company registered in Singapore under UEN No.: having its office at . (the Recipient) WHEREAS The Discloser has engaged the Recipient for the purpose of Invitation to Tender: Managed Website Hosting Environment for Singapore Art Museum (SAM/ITT/2019/0002) . The Recipient would receive information from the Discloser during the cours<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e of their work via the Recipient’s corporate email address . (the Purpose) NOW IT IS AGREED AS FOLLOWS: 1. Definitions – In this Agreement the following words are to have the following meanings: 1.1 “Confidential Information” refers to: 1.1.1 In respect of Information provided in documentary form or in other electronic form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that is imparted in confidence; 1.1.2 In respect of Information that is imparted orally, any Information that the Discloser or its representatives informed the Recipient at the time of disclosure was imparted in confidence; 1.2 “Information” means but is not limited to information and data whether concerning commercial, financial, technical or any matter provided directly or indirectly by the Discloser to the Recipient in documentary form, orally, or other electronic form. 1.3 “Permitted Purpose” or “the Purpose” means any such purposes which the Discloser has sought the services of the Recipient and includes but is not limited to the reviewing of contracts and documents. 2. Confidentiality 2.1 The Recipient undertakes to the Discloser to: 2.1.1 Receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party; 2.1.2 Use the Confidential Information only for the Permitted Purpose; and 2.1.3 Not disclose the Confidential Information to any other person without the Discloser’s written consent. 2.1.4 3. Exceptions 3.1 The undertakings in clauses 2 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: 3.1.1 any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or 3.1.2 any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 4. Terminations of Services 4.1 Upon 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|>elow are of the essence of this Agreement and will be construed as independent of any other of the provisions of this Agreement, the Merger Agreement and the Employment Agreement, and the existence of any claim or cause of action of Shareholder against the Company or the Company's Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company or any of the Company's Affiliates of any of said covenants. SECTION 2. - CONFIDENTIAL INFORMATION a) NON-DISCLOSURE - IN GENERAL. From the date hereof, Shareholder will maintain in strict confidence and will not, directly or indirectly, or through Shareholder's Affiliates, divulge, transmit, publish, release, or otherwise use of cause to be used in any manner contrary to <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the interests of the Company or any of the Company's Affiliates, any confidential information relating to the Company's or any of the Company's Affiliates' systems, operations, products, services, business methods, management practices, contracts, computer programs and data bases, records, development data and reports, quality control specifications, cost analyses, flow charts, know-how, consumer lists, supplier lists, prospects, market development programs, acquisition programs, personnel data, or any information relating to customers, suppliers, products, sales, acquisitions, acquisition plans, financial structure, or pricing, and other information of like nature. Shareholder acknowledges that all information regarding the Company or the Company's Affiliates compiled or obtained by, or furnished to Shareholder regarding the Company, the Company's Affiliates or their respective businesses is confidential information and the Company's and the Company's Affiliates' exclusive property. Upon demand by the Company, and in any event upon termination of Shareholder's services, Shareholder will deliver to the Company all original and facsimile records, documents and data in Shareholder's possession or under Shareholder's control, or in Shareholder's Affiliates' possession or under Shareholder's Affiliates' control, pertaining to the Company or any of the Company's Affiliates. b) EXCEPTIONS. Notwithstanding the foregoing, this provision does not apply to the extent, and only to the extent, that such information is clearly obtainable in the public domain through no fault of Shareholder or Shareholder's Affiliates. SECTION 3. - NON-WAIVER The failure of either party at any time or from time to time to require performance of any of the other party's obligations under this Agreement will in no matter affect such party's rights to enforce any provision of this Agreement at a subsequent time, and the waiver by either party of any right arising out of any breach will not be construed as a waiver of any right arising out of any subsequent breach. SECTION 4. - NOTICES All notices and other communications hereunder will be in writing and will be either personally delivered or mailed by certified mail, return receipt requested, addressed as follows: To Employee: Jon Satterthwaite 744 N. Arlington Avenue Indianapolis, Indiana 46219 With a copy to: Mr. Robert W. Zentz, Esq. Frank & Kraft 1st Indiana Plaza Indianapolis, Indiana 46204 To the Company: Teleco Acquisition Corp. 9310 Progress Parkway Mentor, Ohio 44060 With a copy to: Melvyn E. Resnick, Esquire Dworken & Bernstein Co., L.P.A. 153 East Erie Street, Suite 304 Painesville, Ohio 44077 Either party may designate a different address pursuant to all written notices to each other party complying as to delivery with the terms of this Section. All such notices and other communications will be effective when deposited in the mail or upon personal delivery, addressed as aforesaid. SECTION 5. - MISCELLANEOUS a) AMENDMENTS. This Agreement may be amended from time to time as the parties desire, so long as such amendments are in writing and executed by the parties hereto. b) ASSIGNMENT. This Agreement is personal services to Shareholder and may not be assigned or transferred by Shareholder to, or the obligations of Shareholder fulfilled by, any other person or entity. Similarly, this Agreement and the rights and obligations thereunder may not be assigned by the Company to any other person or entity, except to any and all successors in interest to the Company or the Company's Affiliates (whether by way of sale, exchange, disposition, merger, consolidation, reorganization or otherwise). c) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, respecting the within subject matter. d) GOVE<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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 provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sions 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 or 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,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 June 12, 2003 Genzme Corporation One Kendal Square Cambridge, MA 02139 In connection with your consideration of a possible business combination transaction (a "Transaction") with SangStat Medical Corporation, we expect to make available to one another certain nonpublic information concerning our respective business, financial condition, operations, assets and liabilities, including, without limitation, technical information and information regarding intellectual property rights. As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, "Representatives"), each party agrees to treat any nonpublic information concerning to other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives now or in the future by or on behalf of the disclosing party (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement. (1) Evaluation Material. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunder. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the 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) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior writt<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Upon completion of an assignment or project, the contractual partners undertake to destroy immediately any information or objects given to them that they or any sub-contractors may have, unless such information and property are required for any outstanding or future follow-up activ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ities under the mutual business partnership. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 providing information pursuant to this Agreement or any subsequent agreement (definitive or otherwise) regarding a Transaction into which the parties hereafter may enter. 7. No Representation or Warranty as to Accuracy and Completeness of Evaluation Material. The Company reserves the right, in its sole discretio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n, to determine what information it will provide or withhold (and, if provided, the form thereof), as well as the times and locations at which it elects to make such information available. Neither the Company nor any of its Representatives has made, hereby makes or will make any representation or warranty, express or implied, as to the accuracy or completeness of any of the Evaluation Material, except as may be provided in a written definitive agreement between the parties. You acknowledge and agree that neither the Company nor any of its Representatives shall have any obligation or liability to you or to any of your Representatives relating to or resulting from the use (by you or any of your Representatives) of the Evaluation Material or any inaccuracies or errors therein or omissions therefrom, except as may be provided in a written definitive agreement between the parties. You also acknowledge and agree that you are not entitled to rely on the accuracy or completeness of any Evaluation Material and that you shall be entitled to rely solely on such representations or warranties of the Company as may be<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Mutual Non-Disclosure Agreement This AGREEMENT is made the [ ] day of BETWEEN: (1) XXX (the “Vendor”); and (2)<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> The companies and Individuals whose names are set out in the attached schedule (the “Buyer”). Together the “Parties”. WHEREAS: (1) The Buyer is proposing to purchase a company from the Vendor (the “Target”). (2) The Parties wish to exchange information to facilitate this. (3) After an initial investigation period the Parties intend to enter into a letter of intent and, in time, a formal Sale and Purchase Agreement. It is AGREED: 1. For the purposes of this agreement: (a) “Disclosing Party” means the party disclosing any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Disclosing Party (b) “Recipient” means the party receiving any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Recipient. (c) “Materials” means media of any nature on which information is stored or represented; (d) “Information” means: (i) Disclosing Party’s non-public information and material of whatever nature relating to the Disclosing Party’s activities, undertakings, technology, know-how, intellectual property, assets, positions, strategy and products (including without limitation information relating to management, financial, mar<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sent or imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the parties or authorize a party to use the other party’s name or trademarks. Neither party is precluded from independently pursuing any activities similar to or in competition with the Purpose contemplated herein. Neither party will be liable to the other for any of the costs associated with the other’s efforts in connection with this Agreement. 10. Export Control. The parties recognize that communication or transfer of any information received pursuant to the Purpose may be subject to specific government export approval. Each par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty agrees to comply with all applicable export control legislation with respect to Confidential Information received hereunder. 11. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of Kansas, without giving effect to the choice of law or conflicts of law principles of such state. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Johnson County, Kansas. 12. Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties. 13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 15. Waiver. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 16. Entire Agreement/No Amendment. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties. 17. Authorized Signature. This Agreement is valid only when signed by an employee with authority to bind that party. For YRC, this Agreement when unmodified may be signed by any Manager or higher in rank. However, if this Agreement is modified, it shall only be effective when accompanied by the YRC Legal Department’s signature or stamp of approval. YRC Freight Your Company Name: Website that will host API: By: Requested API: Name: My YRC Username: Title: Name: Address: 10990 Roe Avenue Signature: Overland Park, Kansas 66211 USA E Mail Address: Tel: (913) - Fax: (913) - Title: Fax NDA to: (913) 982-5436 E-Business Address: Tel: Fax: For Internal Use Only: BusId#: Approval Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>h; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals. 8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, ad<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dress or facsimile number as such party may designate upon reasonable notice to the other party. Kennetik Alexander Londo, CCO 8400 Normandale Lake Blvd. Suite 920 Minneapolis, MN 55437 Phone number: (612) 405-8999 9. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 years from the date hereof. 10. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties. 11. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Minnesota for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts. 12. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Kennetik Alexander Londo, CCO Full Name Representative Signature Representative Name and Title Full Name Representative Signature Representative Name and 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 WHEREAS, in order to receive sensitive information, the City shall disclose to (the “Recipient”), certain Confidential Material of the City for the sole purpose of responding to Request for Proposal No. PS20131165 – Preliminary Design of the Georgia Ramp and Steps (the “Purpose”) and on the terms and subject to the conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual premises and covenants herein, the receipt and sufficiency of which is hereby acknowledged, the City and the Recipient hereby agree as follows: 1.0 Definitions 1.1 “Affiliate” means an affiliate as defined in the Business Corporations Act (British Columbia), as may be amended. 1.2 “Agreement” means this Non-Disclosure Agreement. 1.3 “City” means the City of Vancouver, a municipal corpora<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion continued pursuant to the Vancouver Charter, and includes, but is not limited to, the Vancouver Police Board, the City’s Board of Parks and Recreation, the Vancouver Fire and Rescue Service, and the Vancouver Library Board; 1.4 “Recipient’s Team” means any person who is a member of the Recipient’s team, whether such member is an employee, sub-contractor or agent of the Recipient, or any employee or agent of such person. 1.5 “Confidential Material” means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material. 2.0 Title 2.1 All right, title and interest in and to Confidential Material will be and remain vested in the City. Nothing in this Agreement obliges the City to disclose Confidential Material to the Recipient or grants the Recipient any license or right of any kind with respect to Confidential Material, except the limited right to use such information solely for the Purpose. 3.0 Recipient's Obligations 3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement. 3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>............................................................ 13 1 INTERPRETATION 1.1 The head notes to the clauses of this Agreement are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. 1.2 Unless inconsistent with the context, the following words and expressions shall have the following meanings and cognate expressions shall bear corresponding meanings – 1.2.1 “Agreement” means this agreement and all amendments thereof; 1.2.2 “Confidential Information” means any confidential information, documentation or data of whatever nature relating to a Party or its subsidiaries which may have been or which may be obtained by or disclosed to the other Party during the course of its relationship with such Party, whether in writing, in electronic form or pursuant to discussions, including without limitation: trade secrets, know-how, marketing and advertising strategies, strategic objectives, planning or ideas, research, business activities, business relationships, products or proposed products, proposals, pricing details, strategies, customer and client details, schematics, software, computer programmes and technology, operating procedures and methodologies, designs, drawings, functional and technical requirements and specifications and any other technical, business, financial or market information or any other information which may reasonably be regarded as being confidential and of a proprietary nature to such Party or any of its subsidiaries or holding companies and; 1.2.3 “Disclosing Party” means the Party disclosing Confidential Information; 1.2.4 “AfriGIS” means AfriGIS (Pty) Ltd (Registration Number: 1997/006716/07), a company incorporated in terms of the laws of South Africa. 1.2.5 “Parties” means the signatories to this Agreement and “Party” shall, as the context requires, be a reference to any one of them; 1.2.6 “Receiving Party” means the Party receiving Confidential Information; 1.2.7 “Signature Date” means the date of signature of this Agreement by the Party signing last in time; and 1.2.8 “Client” means Client Name, a company incorporated in terms of the laws of South Africa which provides ……………….. 1.2.9 Unless inconsistent with the context, an expression which denotes – 1.2.10 any one gender includes the other gender; 1.2.11 a natural person includes a juristic person, partnership, trust or any association of persons and vice versa; 1.2.12 the singular includes the plural and vice versa. 1.3 If any provision appearing in a definition or elsewhere in this Agreement is a substantive provision conferring rights or imposing obligations on either Party, effect shall be given to it as if it were a substantive provision of this Agreement notwithstanding that it does not appear in the body of the Agreement. 1.4 Defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning, and shall, unless the context otherwise requires, include the terms as defined. Terms, acronyms and phrases not defined in this Agreement and known in an industry will be interpreted in accordance with their generally accepted meanings in such in<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dustry. 1.5 Reference to “month(s)” shall be construed as calendar month(s) (i.e. one or more of the twelve periods into which a conventional year is divided) and reference to “year” shall be to 12 consecutive calendar months (e.g. 1 April to 31 March). Reference to "days" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" shall be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time. Any reference to "business hours" shall be construed as being the hours between 08:00 and 16:30 on any business day. Any reference to time shall be based upon South African standard time. 1.6 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day. 1.7 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention. 1.8 Any reference in this Agreement to an enactment is to that enactment at the Signature Date as amended or re-enacted from time to time. 1.9 The rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting thereof, shall not apply in the interpretation of this Agreement. 1.10 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> your Representatives in connection with the Possible Transaction (whether or not it proceeds) and in complying with the terms of this agreement. 8. INSIDE INFORMATION AND MARKET ABUSE You acknowledge that some or all of the Confidential Information relating to the Company may be information which is not public or otherwise generally available and is of a kind such that a person who has that information would be prohibited or restricted from using it to deal in the financial instruments of the Company under Part V Criminal Justice Act 1993, the EU Market Abuse Regulation or other applicable insider dealing, market abuse or similar law. You shall not use any of the Confidential Information to deal, or to encourage anyone else to deal, in any the financial instruments of the Company. You shall not otherwise use or disclose any Confidential Information in a way that amounts to market abuse under the EU Market Abuse Regulation or contravenes Part V Criminal Justice Act 1993 or any other applicable insider dealing, market abuse or similar law. 9. TAKEOVER CODE 9.1 Each Party acknowledges that the Possible Transaction is governed by the Takeover Code which, amongst other things, requires persons in possession of confidential information to conduct themselves such as to minimise the chances of a leak of such information. 9.2 Each Party confirms that it is taking, or will take, appropriate legal and financial advice on the application of the Takeover Code to the Possible Transaction. 9.3 Each Party confirms that it understands the requirements of Rule 2 of the Takeover Code (and Practice Statement 20) and, in particular, (i) the need for secrecy prior to announcement of any Possible Transaction; (ii) the obligation to minimise the chances of a leak; and (iii) the “Rule of 6” as it is applied to the restriction on extending discussions beyond a very limited number of people. 9.4 Nothing in this agreement shall oblige the Company to take any action or not take any action with the Takeover Panel determines would not be permitted by Rule 21.2 of the Code. 10. STANDSTILL AGREEMENT 10.1 For a period of 12 months starting on the date of this agreement, and unless terminated in accordance with paragraph 10.3 below, you shall not, and shall procure that none of your concert parties shall, either alone or acting in concert with other persons, directly or indirectly, without the prior written consent of the Company: 10.1.1 acquire, offer to acquire, agree to acquire or procure or induce another person to acquire, any interest(s) in securities of the Company; 10.1.2 do or omit to do any act as a result of which you or any of your concert parties may acquire any interest(s) in securities of the Company; 10.1.3 until such time as you<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or any of your concert parties makes an announcement of a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors (“your Recommended Offer”), announce, make, or procure or induce any other person to announce or make, any offer for all or any of the securities of the Company or do or omit to do any act as a result of which you or any of your concert parties may become obliged (under the Takeover Code or otherwise) to announce or make an offer for all or any of the securities of the Company; 10.1.4 make or in any way participate in any solicitation of votes or any attempt to influence votes from or by any holder of shares in the Company in connection with any vote of the holders of any such securities, except for the purposes of soliciting votes in favour of a scheme of arrangement to implement your Recommended Offer; 10.1.5 seek to control or in any way influence the management, the board of directors or the policies or affairs of the Company; or 10.1.6 enter into any agreement, arrangement or understanding (whether legally binding or not) with any person relating to or connected with any of the foregoing. 10.2 You shall ensure that each member of your Group and each director, officer, employee and agent of you or your Group complies with paragraph 10.1. 10.3 The restrictions in paragraph 10.1 shall cease to apply from the time that: 10.3.1 your Recommended Offer lapses and Rule 35.1 of the Takeover Code applies to you or any of your concert parties; 10.3.2 an announcement is made pursuant to Rule 2.7 of the Takeover Code in relation to a firm offer for shares in the Company by any third party (including, for the avoidance of doubt, when the announcement of a firm intention to make an offer is made because a third party becomes obliged to make an offer pursuant to Rule 9 of the Takeover Code); or 10.3.3 any person becomes interested in securities of the Company equivalent to 15% or more of the entire issued share capital of the Company following your Recommended Offer. 10.4 The provisions of paragraph 10.1 shall not apply to (i) dealings by any exempt principal trader in the same group as your financial adviser provided any dealings comply with Rule 38 of the Takeover Code; and (ii) the acquisition or disposals of interest in securities of the Company in the ordinary course of business by any of your concert parties which are investment banking and/or full service security firms, provided that such activities are not on your behalf and that no Confidential Information shall be used in connection with such activities. 10.5 For the purposes of this agreement: 10.5.1 "acting in concert" has the meaning given in and shall be construed in accordance with the UK Takeover Code from time to time; 10.5.2 "concert party" means any person deemed or presumed to be acting in concert with a party; 10.5.3 "offer" means a general, partial, tender or other type of offer including, without limitation, an acquisition, takeover or merger transaction (however effected), reverse takeover, scheme of arrangement or other court scheme, offer by a parent company for shares in its subsidiary undertaking, share exchange or similar transaction; and 10.5.4 "interests in securities" has the meaning given in and shall be construed in accordance with the Takeover Code from time to time. 11. NO REPRESENTATIONS; NO OFFER 11.1 You acknowledge that neither we nor any member of our Group nor our Representatives: 11.1.1 accepts any responsibility for or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or reasonableness of any Confidential Information provided to you; 11.1.2 will be liable to you or to any other person in respect of any Confidential Information provided to you or its use; or 11.1.3 is obliged to update any Confidential Information provided to you or to notify you of or to correct any ina<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion by a court of competent jurisdiction against any further disclosure or use of the Confidential Information, 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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, including the court injunction to prevent the disclosure and spread of confidential information upon the request of aggrieved party. The breaching party shall pay to non-beaching party a liquidated damage of 10,000 USD per occurrence. The total liquidated damage shall not exceed 1,0000,000 USD. The application of liquidated damage shall not prejudice the aggrieved party’s right to claim for all the losses and shall not prejudice all the liabilities and obligations incurred. Nothing here shall be interpreted as excluding consequential losses the aggrieved party may suffer, including without limitation to loss of profit, loss of goodwill, loss of business opportunities. 7. Term This Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) years thereafter, provided, however that as to any item of Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality contained herein shall continue for so long as allowed under applicable law. Unless otherwise agreed in writing this Agreement shall govern Confidential Information disclosed by the Parties after the effective date hereof. 8. Applicable Law - Arbitration This Agreement is governed by and shall be construed in accordance with the laws of the People’s Republic of China without regard to principles of conflict of law, and any dispute arising out of this Agreement or In connection with this Agreement shall be referred to Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with Hong Kong International Arbitration Centre (HKIAC) administered arbitration rules in force at the time of application. The arbitrators shall be one (1). The place of arbitration shall be in Shen Zhen, China. The language used in arbitration proceeding shall be English Language. Both parties will keep in strict confidential of all information relating to the dispute. Both parties shall continue to perform their respective obligations which are not in dispute. Nothing here shall be interpreted as preventing the aggrieved party from seeking court injunction, interim measures, and protective order from competent court in relevant jurisdiction. 9. Notices All notices, demands or other communications delivered in connection with this Agreement shall be delivered by facsimile transmissions or mail and shall be deemed effective upon receipt: If to Customer Address: If to Seeed: Address:1F, Tower B, Building 2, Shanshui Building, NanshanYungu Innovation Industry Park, Liuxian Ave, Nanshan District, Shenzhen, Guangdong. , China. P.R.C Or at such other address or to such fax number, email address as may be designated by notice from such Party. 10. Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>to the Company that it does not wish to proceed with a Transaction, or (b) October 6, 2000 (the "Exclusivity Period"). In addition, the Company agrees that it will immediately cease from the date hereof through the end of the Exclusivity Period any existing negotiations with any party other than BBY or its affiliates in respect of a Sale. The Company will promptly notify Richard Zona if it receives, at any time during the Exclusivity Period, any offers, proposals, inquiries or requests for non-public information concerning a Sale. If Mr. Zona determines in his reasonable discretion that any such offer, proposal, inquiry or request for information is likely to result in an Other Offer (as defined below), then the Company shall immediately notify BBY of such offer, proposal, inquiry or request for information. For purposes of this Section 10, an "Other Offer" shall mean an unsolicited offer concerning a Sale received by the Company during the Exclusivity Period which, pursuant to its fiduciary obligations, the Board of Directors of the Company concludes, after receiving the advice of outside counsel and financial advisers, that it must consider and respond to prior to the expiration of the Exclusivity Period. The Company may consider and respond to an Other Offer prior to the expiration of the Exclusivity Period provided it (i) promptly advises BBY of the receipt of such Other Offer and the Board's conclusions with respect thereto, (ii) promptly advises BBY of the terms of such Other Offer, including the identity of the offeror, and (iii) considers at the same meeting at which such Other Offer is to be considered any amended offer submitted by BBY for consideration by the Company's Board of Directors. Nothing contained in this Section 10 shall prohibit the Company or its Board of Directors from taking and disclosing to its shareholders a position with respect to an Other Offer as contemplated by Rule 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended. In connection with any such Other Offer, the Company will only provide i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation to such third party if such third party has executed a confidentiality agreement in substantially the same form as the confidentiality provisions of this Agreement, and BBY is provided with copies of all information given to the other party which was not previously provided to BBY. The Company will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party unless and until the parties hereto have terminated their negotiations pursuant to Section 6 above. In consideration of the Company's agreement hereto, BBY agrees to diligently pursue its due diligence review during the Exclusivity Period and agrees further to notify the Company within forty-eight (48) hours of any determination not to proceed with a transaction as contemplated by the parties. 11. Future Conduct of BBY. BBY agrees that until the expiration of one (1) year from the date the Exclusivity Period expires, and except with the express written consent of the Company, neither BBY nor any of its directors or executive officers shall: (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, more than 3% in the aggregate of any equity securities of the Company or any of its subsidiaries, (ii) propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of its subsidiaries or to purchase, directly or indirectly, a material portion of the assets of the Company or any of its subsidiaries, (iii) make, or in any way participate in, directly or indirectly, any "solicitation of pro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Information are owned and licensed as set out in the Contract and nothing in this agreement shall grant, convey or transfer to the Contractor, an Authorised Person, Agency Authorised Person or any company, firm or person any right, title, licence or interest in such Proprietary Information. 3. Storage Both the Agency and the Contractor shall: a) keep all Proprietary Information supplied by the other party (and all results, information, data or documentation based thereon) separate from all other records at its usual place of business; b) not use, reproduce, transform, or store any of the Proprietary Information supplied by the other party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever ou<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tside its usual place of business; c) keep a written record of the physical and electronic location of all Proprietary Information used by Authorised Persons and Agency Authorised Persons, a record of when and how many copies are made and destroy copies which are unused; d) take every reasonable precaution and step to ensure that the Proprietary Information supplied by the other party is secure and protected from unauthorised access and use. 4. Further Assurances 4.1 At the request of the supplier of the Proprietary Information the receiving party shall immediately return all Proprietary Information which the receiving party (or an Authorised Person/Agency Authorised Person) has in its possession, custody or control including all materials (in hardcopy or electronic form) that incorporate any part of the Proprietary Information and, if required, destroy any copies of such Proprietary Information and materials and certify in writing that such destruction has been completed. 4.2 Both the Agency and the Contractor shall promptly inform the other party if it is aware that any Proprietary Information supplied by the other party may have been accessed, used, distributed, circulated, supplied or copied in breach of this agreement and shall provide any assistance the other party may reasonably require to investigate such unauthorised access, use, distribution, circulation or copying and prevent further such unauthorised activities. 5. Notices 5.1 Notification under this agreement should be sent to: Name Address Telephone Fax e-mail For the Agency For the Contractor 5.2 Notification sent under this agreement shall be deemed valid and effective when received by mail, fax or e-mail providing there is written confirmation of receipt. 6. Termination 6.1 The Agency may terminate this agreement at any time by notice in writing if; a) the Contractor becomes insolvent, ceases to carry out its business, has a receiver, liquidator, administrative receiver, administrator, trustee or other similar officer appointed over the whole or part of its assets or an order is made or a resolution passed for the winding up of the Contractor (save for a solvent winding up as part of a bona fide reconstruction or amalgamation); or b) the Contractor commits a breach of this agreement or of the Contract which is material and not capable of remedy or which is capable of remedy but which is not remedied within 60 days of notice to the Agency. 6.2 The Contractor may terminate this agreement if the Contract is cancelled by the Agency for some reason other than the fault of the Contractor. 7. Miscellaneous 7.1 Both the Agency and the Contractor make no representation and give no warranty concerning the accuracy, format (either in hard copy or electronic form) suitability or fitness for purpose of the Proprietary Information supplied under 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|>Appendix B CONFIDENTIALITY TERMS AND CONDITIONS 1. Definition of Confidential Information. “Confidential Information” shall mean any information, including but not limited to data, techniques, protocols or results, or business, financial, commercial or technical information, disclosed by one Party (each a “Discloser” as applicable) to the other Party (each a “Recipient” as applicable) in connection with the terms of that certain Exclusive License Agreement dated December , 2016 (the “License Agreement”) and identified as confidential at the time of disclosure. Capitalized terms used in this Appendix that are not otherwise defined herein have the meanings ascribed in the License Agreement to which this Appendix is attached and made a part thereof. 2. Exclusions. “Confidential Information” under this Agreement shall not include any information that (i) is or becomes publicly available through no wrongful act of Recipient; (ii) was known by Recipient prior to disclosure by Discloser, as evidenced by tangible records; (iii) becomes known to Recipient after disclosure from a third party having an apparent bona fide right to disclose it without any confidentiality obligation; (iv) is independently developed or discovered by Recipient without use of Discloser’s Confidential Information, as evidenced by tangible records; or (v) is disclosed to another party by Discloser without restriction on further disclosure. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information that Recipient is required to disclose or produce pursuant to applicable law, court order or other valid legal process provided that Recipient promptly notifies Discloser prior to such required disclosure, discloses such information only to the extent so required and cooperates reasonably with Discloser’s efforts to contest or limit the scope of such disclosure. 3. Permitted Purpose. Recipient shall have the right to, and agrees that it will, use Discloser’s Confidential Information solely for the performance of its obligations and exercise of its rights under the License Agreement (the “Purpose”), except as may be otherwise specified in a separate definitive written agreement negotiated and executed between the parties. 4. Restrictions. For the term of the License Agreement and a period of [***] thereafter (and indefinitely with respect to any individually identifiable health information disclosed by BIDMC to Licensee, if any), each Recipient agrees that: (i) it will not use such Confidential Information for any purpose other than as specified herein; and (ii) it will use reasonable efforts (but no less than the efforts used to protect its own confidential and/or proprietary information of a similar nature) not to disclose such Confidential Information to any other person or entity except as expressly permitted hereunder or the License Agreement. Recipient may, however, disclose Discloser’s Confidential Information only on a need-to-know basis to its and its Affiliates employees, staff members and agents (“Receiving Individuals”) who<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> are directly participating in the Purpose and who are informed of the confidential nature of such information, provided Recipient shall be responsible for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof Each party further agrees not to use the name of the other party or any of its Affiliates or any of their respective trustees, directors, officers, staff members, employees, students or agents in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the party or individual whose name is to be used, in the case of BIDMC such approval to be given by the Public Affairs Department. This Section 4 shall survive termination or expiration of this Agreement. 5. Right to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to each Recipient all of Discloser’s Confidential Information that will be disclosed hereunder. 6. Ownership. All Confidential Information disclosed pursuant to this Agreement, including without limitation all written and tangible forms thereof, shall be and remain the property of the Discloser. Upon termination of this Agreement, if requested by Discloser, Recipient shall return or destroy at Discloser’s discretion all of Discloser’s Confidential Information, provided that Recipient shall be entitled to keep one copy of such Confidential Information in a secure location solely for the purpose of determining Recipient’s legal obligations hereunder. 7. No License. Nothing in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license or otherwise, under any patent, copyright, or other intellectual property rights owned or controlled by Discloser relating to Confidential Information, except as specifically set forth in the License Agreement. 8. Remedies. Each party acknowledges that any breach of this Agreement by it may cause irreparable harm to the other party and that each party is entitled to seek injunctive relief and any other remedy available at law or in equity. 9. Export Restrictions. The Confidential Information is subject to the export and customs laws and regulations of the United States and any other applicable country and neither party will export, re-export or transship, directly or indirectly, such information to any country without first obtaining proper governmental approval, as necessary. Licensee will not disclose any export controlled information to BIDMC without the express prior written consent of BIDMC Technology Ventures Office. Licensee will indemnify BIDMC for any and all claims, actions, damages or liabilities of any kind related to Company’s failure to comply with this section. 10. General. These Confidentiality Terms and Conditions, along with the License Agreement, contain the entire understanding of the parties with respect to the subject matter hereof, and supersede any prior oral or written understandings between the parties relating to confidential treatment of information. Sections 1, 2, 4, 7, 10 and 11 of these Confidentiality Terms and Conditions shall survive any expiration or termination of the License 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|>pating in Mitacs Accelerate or Mitacs Elevate b. Academic Supervisor: the academic supervisor of an Intern. c. Sponsor: the sponsoring organization(s) participating in Mitacs Accelerate or Mitacs Elevate. d. Project: the activities undertaken pursuant to the Mitacs Accelerate internship/Elevate fellowship. e. Mitacs Accelerate: a research-based int<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ernship program used to support research involving Interns, their Academic Supervisors, and a Sponsor. f. Mitacs Elevate: postdoctoral fellowship program that supports PDFs working on applied research projects with Canadian companies and may be either an; i. Strategic Fellowship Program: (“SFP”), the PDF will spend their first year working on a project with their Academic Supervisor while seeking a suitable Sponsor to enable them to switch to the IFP by the end of year 1; or ii. Industrial Fellowship Program: (“IFP”), the PDF will work on a joint project with a Sponsor. g. Intellectual Property: (“IP”), the right, title or interest in or to literary, artistic, scientific works and Technical Information including without limitation, scientific discoveries, inventions, patents, copyrights, trade secrets, trademarks, service marks, commercial names and designations, registered industrial designs, applications for the foregoing, and similar rights recognized from time to time in any jurisdiction together with all rights of action in relation to the infringement of any of the foregoing. h. Background Intellectual Property: (“Background IP”), IP other than Project Intellectual Property, conceived, developed, reduced to practice or otherwise made or acquired by a Party prior to the Effective Date or outside the scope of this Agreement and used to generate the research results. i. Project Intellectual Property: (“Project IP”), IP created during and as a direct result of work undertaken for a Project. For clarity, Project IP does not include Background IP. j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. Exceptions to Confidential Information: This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; iv. is used or disclosed by Recipient with Discloser’s prior written approval; or v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. k. Disclosure: means the publication of theses, articles, and scholarly writings or oral or written presentations at lectures, conferences or seminars. 3. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY: 3.1 BACKGROUND IP: Each Party will retain all right, title and interest in and to its Background IP, provided or used in the Project and no license to use any Background IP is granted or implied by this Agreement excepting that each Party will be deemed to have been granted a royalty-free, non-exclusive license to use the Background IP of another Party which that Party makes available for use in a Project, but only to the extent reasonably necessary to undertake that Project. McGill and Intern hereby grants Sponsor a time-limited option to negotiate an exclusive or non-exclusive, royalty-bearing licence to use Background IP under commercially reasonable terms and conditions to be negotiated in good faith by the Parties (the “Option”). Sponsor acknowledges that McGill and the Intern shall offer no warranty concerning patentability or non-infringement, merchantability or fitness for a particular p<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ecome an “agency record” by virtue of such disclosure; (ii) is exempt from disclosure under the Freedom of Information Act, 5 U.S.C<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. § 552(b)(4) (“Exemption 4”); (iii) shall not be disclosed pursuant to any other governmental authority; and (iv), is protected from disclosure under 18 U.S.C. § 1905, and thus may not be published, divulged, disclosed or otherwise made known in any manner. The PARTIES to this AGREEMENT that are governmental ENTITIES further agree that neither they nor their officers or employees will take custody or control of any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. To that end, among other things, such governmental ENTITIES and their officers and employees agree immediately to return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY at the conclusion of any meeting at which such information is disclosed or, if such information is disclosed at any other time, to return such CONFIDENTIAL INFORMATION immediately after reviewing it. In addition, any PARTY to this AGREEMENT that is a governmental ENTITY 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|>uch information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation. 5. No Warranty. Neither PictureTel, Polycom nor any of their respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect. 6. No Agreement. Unless a definitive agreement regarding a Transaction between PictureTel and Polycom has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time. Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such other provision) and explicitly make such waiver or amendment. 7. Non Solicitation. Unless a Transaction is consummated, each party agrees that, for a period of eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party. It is expressly understood that this Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted or directed only to the President or Chief Financial Officer of the other party. Without the prior written consent of the President of the other party, neither party nor its Representatives will initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction. 8. Non-Public Information. PictureTel has outstanding publicly-held securities and the Confidential Information contains material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public informa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion about a company from purchasing or selling securities of such company, and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3. 9. Standstill. Each of the parties agrees that, until the expiration of eighteen months from the date of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries, whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the other party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any of such activities to any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance (including debt or equity financial assistance) to or hold discus<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 DISCLOSURE AGREEMENT It is understood and agreed that the following shall govern the oral and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY, INC. ("VASCO") to HUCOM, INC. ("HUCOM") concerning the VASCO SmartCard Reader, AccessKey, Digipass and software products. The CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in the commercial exploitation thereof. In consideration of the disclosure, HUCOM agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly available through no act or failure to act on the part of HUCOM as evidenced by written documentation. HUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL INFORMATION to any other person without the prior written consent of VASCO, except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed to a pe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rson within the company on a need-to-know basis. If no satisfactory arrangement is concluded between the parties, or if otherwise requested by VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL INFORMATION provided by VASCO plus any copies, notes, summaries or other materials derived from the CONFIDENTIAL INFORMATION. With respect to the subject matter set forth above, this Agreement constitutes the entire agreement between the parties and supersedes any previous oral or written representations, understandings or agreements as to the above subject matter. VASCO DATA SECURITY, INC. HUCOM, INC. T. Kendall Hunt Hideaki Sato NAME NAME Chief Executive Officer CEO & President TITLE TITLE /s/ T. Kendall Hunt /s/ Hideaki Sato SIGNATURE SIGNATURE 6/3/97 6/3/97 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|> the possession of the Receiving Party, without restriction and prior to disclosure of the information hereunder; or (d) is or has been lawfully disclosed by a third Party to the Receiving Party without an obligation of confidentiality; or (e) is developed by the Receiving Party independently of Information disclosed by the Disclosing Party and without breach of this Agreement. 2. The Receiving Party agrees that; (a) it will use Information disclosed by the Disclosing Party solely for the purpose of discussing and evaluating the Transaction, and for no other purpose; (b) it will not distribute, disclose or disseminate Information to any third Party without the prior consent of the Disclosing Party, and will only distribute, disclose or disseminate Information to its directors, officers, employees consultants, advisors, potential sources of financing or other representatives with a need to know such information for purposes of discussing and evaluating the Transaction and who are informed by such Receiving Party of the confidential nature of the Information; (c) it will protect the Information of the Disclosing Part), against unauthorized disclosure and warrants that will use the same means to protect Information that it uses to protect its own confidential information, in any event no less than reasonable means. 3. Information of the Disclosing Party shall remain the property of the Disclosing Party. No license or right is granted by the Disclosing Party to the R<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eceiving Party under any patent, patent application, trademark, copyright, software or trade secret. 4. Vector agrees that, for a period of three (3) months from the termination or expiration of this Agreement, unless such shall have been specifically invited in writing by SafeNet, neither Vector nor any of the investment funds it manages will in any manner, directly or indirectly: (a) effect to seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of SafeNet; (ii) any tender or exchange offer, merger or other business combination involving SafeNet; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to SafeNet; or (iv) any “solicitation” or “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of SafeNet; (b) form, join or in any way participate in a “group” (as defined under the Securities Exchange Act) relating to SafeNet or its securities; (c) otherwise act, alone or in concert. with others, to seek to control or influence the management, Board of Directors or policies of SafeNet; (d) take any action which might force SafeNet to make <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>se Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information. 7. Enurement: This Agreement shall be binding and shall enure to the benefit of the parties hereto, and their respective legal representatives, successors and permitted assigns. 8. Governing Law and Interpretation: This Agreement shall be subject to, interpreted, performed and enforced in accordance with the laws of Manitoba and the applicable laws of Canada without regard to Manitoba or Federal Canadian law governing conflicts of law, even if one or more of the parties to this Agreement is resident of or domiciled in any other province or country. Section headings in this Agreement are for the convenience of the parties only, and shall not affect the interpretation of this Agreement. 9. Severability: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The parties agree that they shall endeavor to replace any such severed provision with a new provision which achieves substantially the same practical effect and which is valid and enforceable. 10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ffective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a waiver of a subsequent breach thereof. 11. Amendments: No amendment <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ritory, and/or the Business or any definition or restriction are invalid or unreasonable in scope, such duration, Territory, and/or Business or any definition or restriction, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of Purchasers such that the intent of Purchasers, the Company and Seller, in agreeing to Sections 2.01, 2.02, 2.03 and 2.04, will not be impaired and shall be enforceable to the fullest extent of the applicable laws. ARTICLE III MISCELLANEOUS 3.01 SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by any party hereto, except that Purchasers' and Parent's rights, duties and obligations under this Agreement may be assigned and delegated to any subsidiary of Purchasers or Parent or to the acquiror of Purchasers, Parent or the Business in the event either Purchaser or Parent is merged, acquired, sells substantially all of i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ts interest in the Business, or transfers its interest in the Business to any other entity. From and after any such assignment by Purchasers or Parent, the term "Purchasers" or "Parent," as the case may be, shall mean such assignee, and such assignee may <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Attachment 8 Non-Disclosure Agreement for Request for Proposal – California Courts Protective Order Registry Development THIS CONFIDENTIALITY AGREEMENT (“Agreement”), effective as of [date of company’s signed proposal] (“Effective Date”), is entered into by and between the Administrative Office of the Courts (the “AOC”) and [company name], a [ ] corporation, with its principal address at [complete address], (hereinafter the “Company”). WHEREAS, the State of California, acting through the Judicial Council of California, Administrative Office of the Courts is planning to disclose certain confidential information to potential vendors who wish to bid on the Request for Proposal for Judicial Council of California Administrative Office of the Courts (AOC) for California Courts Protective Order Registry Development, including all Statements of Work, dated on or about April, 2009 (collectively, the “RFP”); WHEREAS, each potential vendor who wishes to submit a response to the RFP must have access to that confidential information in order to construct a response to the RFP, including a bid; and WHEREAS, the AOC requires each potential vendor identified to receive the RFP to sign this Confidentiality Agreement and return it to the AOC as a condition of receiving the RFP; NOW THEREFORE, in consideration of the promises and of the mutual promises and agreements herein contained, it is agreed by and between the parties hereto as follows: 1. Company agrees that all information, documents, data, m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>aterials and the AOC proprietary software systems disclosed to, or accessed by, Company in connection with, or related to, the RFP or the RFP process, in any form whether oral or written, or in any medium, including but not limited to any of the following is “Confidential Information” under the terms of this Agreement: a. The subject matter described in, and referred to, in the RFP, its associated Statements of Work (“SOWs”) or any other attachments, or during the RFP process (collectively “AOC Requirements”); b. The RFP document (including all attachments), its content, and all supporting data, materials and all other information provided to Company in any form or medium in or in relation to the AOC’s RFP; c. Any information, data, document or material concerning or related to the AOC Requirements, including but not limited to the AOC Requirements described in the RFP, SOWs, and all subsequent information, data, document or materials that may be provided to Company from time to time during the RFP process, including but not limited to any information, data, document or materials provided during or in response to any questions from Company or another recipient of the RFP; d. The SOW documents (including all attachments), their content, and all supporting data, materials and all other information provided to Company in any form or medium in relation to the AOC’s RFP process; e. All fees including base charges for services, ARC and RRC rates, termination fees, resource baseline, volume discounts, new service rates, and skill categories for services; f. Any information, data, document or material provided to Company in any form or medium to conduct any capability test pilot or demonstration, whether at the Company’s facilities or the AOC’s facilities; g. Description of the AOC’s finance, information technology, engineering and purchasing activities; h. The AOC’s objectives and strategies, including without limitation, the AOC’s direction and the A<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“CNDA”) This Agreement made effective as of the day of , 2015 BETWEEN: CANADIAN PACIFIC RAILWAY COMPANY (“CPR”) – and – [INSERT LEGAL NAME OF SUPPLIER] (“Supplier”) WHEREAS: A. CPR and Supplier are engaged in discussion and negotiating for the provision of certain services; and B. CPR and Supplier have agreed to a process which includes the CNDA by reference to its URL; and C. CPR and Supplier agree to protect each of its respective Confidential Information, as defined hereunder, and both parties agree that disclosure and use of the other party’s Confidential Information shall be subject to the terms and conditions of this CNDA. NOW THEREFORE, in consideration of the mutual premises and the covenants and agreements set forth in this CNDA and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.01 Definitions Definitions can be found at URL: http://www.cpr.ca/en/about-cp/selling-to-cp/information-technology/definitions 1.02 Interpretation For all purposes of this CNDA, except as otherwise expressly provided or unless the context otherwise requires: (a) all references in this CNDA to designated sections, paragraphs or other subdivisions are to the designated sections, paragraphs or other subdivisions of this CNDA; (b) within the CNDA the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this CNDA as a whole and not to any particular section, paragraph or other subdivision; (c) the headings used herein are for convenience only and do not form a part of this CNDA, nor are they intended to interpret, define or limit the scope, extent or intent of this CNDA or any of its provisions; (d) t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he word “including” when following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to any entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and (f) words importing gender include all genders and words importing the singular include the plural and vice versa. ARTICLE 2- CONFIDENTIAL INFORMATION 2.01 Confidential Information "Confidential Information" means, subject to section 2.02 below any additional information requested by the Supplier and provided by CPR, or any information supplied by either party that is clearly marked “Confidential” or clearly intended to be disclosed in confidence. 2.02 Not Confidential Information The following shall not, for the purposes of this CNDA, constitute Confidential Information: (a) information relating to the Disclosing Party that is obtained or was previously obtained by the Receiving Party from a third Person who, insofar as is known to the Receiving Party after reasonable inquiry, is not obligated to keep such information confidential; (b) information already known to the Receiving Party at the time of disclosure, as shown by prior written evidence or other evidence satisfactory to the Disclosing Party; (c) information that is or becomes generally available to the public other than as a result of disclosure by the Receiving Party’s violation of this CNDA; and (d) information that the Disclosing Party authorizes the Receiving Party to disclose. 2.03 Kept in Confidence The Receiving Party agrees to use the same degree of care to prevent disclosure of the Confidential Information received by it as the Receiving Party uses to prevent disclosure of its own confidential information, but in no case less than a reasonable degree of care. In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship. 2.04 No Benefit, Restricted Use The Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose. The Receiving Party agrees not 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|>QuickLinks -- Click here to rapidly navigate through this document MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement") is made as of September 6, 2001 between EarthLink, Inc., a Delaware corporation ("EarthLink"), and CIDCO, Incorporated., a Delaware corporation ("CIDCO"). EarthLink and CIDCO are sometimes referred to herein individually as a "Party" and collectively as the "Parties." 1. Purpose. EarthLink and CIDCO wish to have discussions relating to a potential transaction (the "Transaction") between EarthLink (and/or its subsidiaries and stockholders) and CIDCO (and/or its subsidiaries and stockholders). In the course of such discussions, each Party expects to make available to the other Party and its Representatives (as defined herein) Evaluation Material (as defined herein) concerning the businesses, financial condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement. 2. Certain Definitions. As used in this Agreement: (i) the term "Receiving Party" means the Party receiving Evaluation Material; (ii) the term "Furnishing Party" means the Party providing Evaluation Material or causing Evaluation Material to be provided; (iii) the term "Representatives" means the directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the specified Party; and (iv) the term "Evaluation Material" means all proprietary and confidential information concerning the Furnishing Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives ("Primary Evaluation Material"), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives ("Derivative Evaluation Material"). Notwithstanding the foregoing, the term "Evaluation Material" shall not include, and the Parties' obligations herein (other than their<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> obligations under paragraph 6 of this Agreement) shall not extend to, information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to furnish any further Evaluation Material. 3. Confidentiality and Use of Evaluation Material. (a) Confidentiality of Evaluation Material. All Evaluation Material (i) shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives. (b) Compulsory Disclosure of Evaluation Material. If the Receiving Party or its Representatives are requested or required in any judicial, arbital or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(c) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nonetheless, in the opinion of the Receiving Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the Receiving Party shall disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall use all requisite reasonable efforts to obtain assurances that confidential tre<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> or of any files, compilation, study, report or analysis or data base containing, based on or derived from the Confidential Information without the express written consent of BPS, and in full compliance with applicable state and federal privacy laws. VENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, its employees and/or representatives for any notifications to affected persons (after prompt consultation with BPS), and to the extent requested by BPS, administratively responsible for such notification. VENDOR shall protect the Confidential Information and shall not permit the release of such information to parties other than BPS officials and their authorized agents. 3. Background Checks: VENDOR, its employees and/or representatives, acknowledge that BPS reserves the right to conduct an appropriate background check on any and all participants with access to the Confidential Information pursuant to this agreement. 4. Disclosure Sought Under Legal Process. VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires: Name: William Eger Title: Strategic Projects Manager Email: weger@bostonpublicschools.org Phone Number: 914-523-9675 Office Location: Bolling Building 2300 Washington Street Roxbury, MA 02119 6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information. 7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of aggregate or de-identified data to VENDOR, public entities and community based organizations, and use of aggregate or de-identified data in program planning, evaluation and research not related to the BPI initiative. VENDOR shall not publish, present, or use reports without explicit written consent from BPS. BPS has the right to review and require approval of any publicly reported document prior to its release. 8. Disclosure, Breach & Penalties. VENDOR’S disclosure of Confidential Information to third parties without BPS's authorization, or VENDOR’S failure to sign or comply with this agreement or return or destroy Confidential Information per Provision 4 above, may constitute a br<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>each of this Agreement and may result in the BPS or the U.S. Department of Education denying VENDOR access to Confidential Information and other such penalties as dictated by law or equity. 9. Injunctive Relief. VENDOR acknowledges and agrees that the breach or threatened breach by VENDOR, or its employees and/or representatives of their obligations under this Agreement will cause serious and irreparable harm to BPS that cannot be adequately compensated by monetary damages alone and that BPS may seek injunctive relief from an appropriate court to protect BPS from such harm without necessity of bond or other security. 10. Immediate Notice. VENDOR shall give BPS immediate written and verbal notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR or its employees and/or representatives of their obligations under this Agreement, upon learning of same. 11. Appropriate Forum. VENDOR and BPS agree that this Agreement is entered into in the State of Massachusetts, and that the courts located in the State of Massachusetts are the appropriate forum in the event any party seeks legal action or injunctive relief under this Agreement. All parties consent to venue and personal jurisdiction in the appropriate court in the State of Massachusetts. 12. Termination. BPS may terminate this agreement with VENDOR at any time, for any reason, with either written or verbal notice. VENDOR must give the designated BPS representative 3-day written and verbal notice of any termination of this agreement with BPS. Termination of this Agreement, however, does not affect any Party’s obligations, duties or rights imposed or granted by separate instrument such as a grant or other contract. 13. Indemnification. Unless otherwise exempted by law, VENDOR shall indemnify and hold harmless the City of Boston, Boston Public Schools, and its Departments, agents, officers, and employees against any and all claims, liabilities, and costs for damages that the City may sustain which arise out of or in connection with VENDOR’S performance of this Agreement, including but not limited to the negligent, reckless or intentional conduct of VENDOR, its employees and/or representatives, officers, or other related personnel. After prompt notification of a claim by the City, VENDOR shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The City and its departments shall not be liable for any costs incurred by VENDOR arising under this paragraph. Any indemnification of VENDOR shall be subject to appropriation and applicable law. Indemnification specifically includes, but is not limited to, claims related to (i) the indemnifying Party’s improper sharing of data, (ii) improper use of data by the indemnifying Party or any of the indemnifying Party’s employees, agents, officers, volunteers, or other related personnel, or (iii) breach of the indemnifying Party’s IT system. 14. Relationship of Parties. The VENDOR, its employees, and/or representatives shall not be construed, deemed or otherwise held to be employees, agents, or officers of BPS. VENDOR and its employees and/or representatives shall not be entitled to compensation or other benefits that ordinarily accrue to employees of BPS. Nothing herein shall create or be deemed to create any relationship of agency, association, joint venture, partnership as defined by law, or employer/employee between BPS and VENDOR or its employees or representatives. Neither party shall have the authority to bind or obligate the other in any manner, except as expressly provided in this agreement. 15. Conflict of Interest. The parties’ attention is called to General Laws c. 268A (the Conflict of Interest Law). No party shall act in collusion with any other party, person or entity to circumvent such law. 16. 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|>l acknowledge the source (i.e. one of the organisations signatory to this Agreement) of, and will mark "Confidential", any drawing, document or software incorporating the information. 4. Under the terms of this Agreement there is no explicit or implied transfer of ownership to the receiving party of any drawings, documents or software, or the copyright subsisting in them. PROVIDED that the obligations herein undertaken will not apply to: a) information which at the time of disclosure is in the public domain or which after disclosure becomes part of the public domain through no fault of the recipient, or b) information which the recipient party can show was in its possession at the time of disclosure or which is independently developed by the recipient and was not acquired directly or indirectly from the disclosing party, or c) information which is made public at any time by the disclosing party, or by others with the permission of the disclosing party, or d) information which is received by the receiving party from a third party without similar restriction and without breach of this Agreemen<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t. e) information which is required to be disclosed by legal process, law or regulatory authority. 5. Both parties agree that at all times, during and after the current discussions, and thereafter for a period of ten (10) years, starting from the effective date of this Agreement, not to communicate or to divulge to third parties confidential information received from the other party. 6. This Agreement is to be construed and enforced in accordance with English Law and is subject to the exclusive jurisdiction of the English courts to which the parties hereto submit. This clause shall not prevent a party from seeking interim relief in any court of competent jurisdiction. Signed for and on behalf of the University of Bristol Date Name in block letters Signed for and on behalf of 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|>on its server, tape backup or on the hard drives of computers used by its Affiliates in connection with the Pilot Study have been permanently deleted and Receiving Party shall certify such deletion in writing to the Disclosing Party. Receiving Party will ensure that all of its Affiliates sign a Non-Disclosure Agreement containing confidentiality restrictions at least as restrictive as those set forth in this Agreement. 4. The Receiving Party shall use Proprietary Information received from the Disclosing Party solely for the purposes set forth in Paragraph 1. Any other use of the Proprietary Information is explicitly forbidden. This restriction shall survive termination of this Agreement. 5. This Agreement shall not restrict disclosure or use of Proprietary Information that is: A. Now, or hereafter becomes, through no act or failure to act on the part of Receiving Party, generally known or available; or B. Known by the Receiving Party at the time of receiving such information as evidenced by records of the Receiving Party; or C. Hereafter furnished to the Receiving Party, as a matter of right and wi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>thout restriction on disclosure, by a third party who had not received any Proprietary Information from the Disclosing Party or the Receiving Party; or D. is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or E. Independently developed by the Receiving Party by persons who did not have access to the Disclosing Party's information and without breach of this Agreement. 6. The Receiving Party may disclose the Disclosing Party's Proprietary Information to the extent required to be disclosed pursuant to final court order; provided, however, that the Receiving Party: (i) immediately notifies the Disclosing Party upon its receipt of any court order or other document that requests or demands disclosure of Proprietary Information; and (ii) assert the privileged and confidential nature of the Proprietary Information against the third party seeking disclosure; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure of the Proprietary Information. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Proprietary Information, but only to the extent necessary to legally comply with such compelled disclosure and to have such required disclosure made under a protective secrecy order. 7. The Receiving Party shall notify the Disclosing Party in writing immediately upon discovery of any unauthorized use or disclosure of Proprietary Information, and will reasonably cooperate with the Disclosing Party to regain possession of the Proprietary Information and prevent its further unauthorized use. 8. Proprietary Information shall remain the property of the originating party. Neither this Agreement nor any exchange of Proprietary Information hereunder shall be construed as granting any right or license under any copyright, invention, or patent now or hereafter owned or controlled by either party. Each party shall use and rely upon Proprietary Information received from the other at its sole risk and expense. 9. All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be sent by facsimile, overnight courier or registered airmail, postage prepaid, addressed as follows: For Pilot Site: Yale Plastic and Reconstructive Surgery Department of Surgery Yale School of Medicine 333 Cedar Street (BB-330) P.O. Box 208041 New Haven, Connecticut 06520-8041 Attention: Dr. Yuan Liu/Dr. John Persing Facsimile: 203-785-5714 For ABP: Advanced BioPhotonics Inc. 125 Wilbur Place, Suite 120 Bohemia, New York 11716 Attention: Kevin Healy, General Counsel Facsimile: 631-244-7960 Either party hereto may change its address by a notice given to the other party hereto in the manner set forth above. Notice given by mail shall be considered to have been given five (5) days after the mailing thereof, and notices given by facsimile shall be considered to have been given when received. 10. This Agreement may be terminated by either party upon thirty (30) days written notice to the other. Unless thus earlier terminated, this Agreement shall terminate upon completion of the Pilot Study. The confidentiality obligations under this Agreement will survive termination of this Agreement for a period of three (3) years. 11. Upon termination, the Receiving Party shall cease use of the Disclosing Party's Proprietary Information, and shall destroy all Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, , together with all copies thereof, in its possession or control and furnish the Disclosing Party wi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 99(d)(7) NON-DISCLOSURE AGREEMENT This Mutual Non-disclosure Agreement (the “Agreement”) is entered i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nto and effective as of the 28 day of November, 2017, by and between: Blackstreet Capital Holdings, LLC, a Delaware LLC having the address specified on the signature page (the “Potential Acquiror”) - and - the undersigned Potential Acquiree, a Delaware corporation, having the address specified on the signature page (the “Company”) RECITALS: A. The parties to this Agreement want to enter into discussions concerning a potential business transaction, including a potential acquisition transaction (the “Proposed Transaction”). B. In connection with such discussions, the parties contemplate exchanging information, including confidential and proprietary information. C. Each party agrees to protect the proprieta<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion 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 patents, patent applications, inventions, discoveries, copyrights or other intellectual property rights now or in the future held, made, obtained or licensable by either party. 5.2 Each party warrants its right to disclose its Confidential Information to the other party and to authorise the other party to use the same for the Purpose. 6. CONFIDENTIALITY OF THIS AGREEMENT Each party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party or of any other company in the Group of Companies of which the other party forms part in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>consent of the other party, such consent not to be unreasonably withheld. 7. DAMAGES NOT AN ADEQUATE REMEDY The Recipient and Discloser both acknowledge that the Confidential Information has been developed or obtained by one another through the investment of significant time, effort and expense, and that such Confidential Information provides the other with a significant competitive advantage over its competitors. The Recipient and Discloser both understand and agree that any breach of this Agreement will result in irreparable harm to the Discloser and because of the unique nature of the Confidential Information, monetary damages may not be an adequate remedy in the event of such a breach or threatened breach of this Agreement. Accordingly, the Discloser and Recipient agree that the Party seeking remedy 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 the Party seeking remedy at law or in equity. 8. NO GRANT OF INTELLECTUAL PROPERTY RIGHTS 8.1 All Confidential Information remains the property of the Discloser. 8.2 The Discloser reserves all rights in the Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied 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 the Discloser. 8.3 The Recipient shall not file any copyright registrations, patent applications or similar registrations of ownership on the Confidential Information. In the event that the Recipient does so in violation of this Agreement, the Recipient shall assign absolutely to the Discloser such registrations and applications without any cost to the Discloser. 9. LIMITATION OF LIABILITY In carrying out their respective obligations under this Agreement, the Company and AHPL shall comply with all laws and regulations applicable thereto but save for wilful acts, default or gross negligence on their respective parts, neither party shall be liable to the other party for any indirect, incidental, special, punitive or consequential damages however caused, including any loss of profits or business interruption costs and under any theory of liability, including but not limited to contract, strict liability and negligence; whether or not the other party has been advised of the possibility of such damage. 10. NOTICES 10.1 Except as otherwise provided in this Agreement, notices which are required to be given under or permitted by this Agreement shall be in writing (unless expressly stated otherwise) and sent to the address of the recipient set out in this Agreement. All notices may be sent by hand or by AR Registered post or certified mail, return receipt requested, postage prepaid and properly addressed to the offices of the parties as specified in this Agreement or to such other address as the party may later specify. 10.2 Every notice or communication so sent shall be deemed to have been properly served and validly made, if by hand when delivered to the recipient’s address or if sent by AR Registered post, two (2) days after posting if posted to an address within Singapore and eight (8) days after posting, if posted to an address outside Singapore, notwithstanding the fact that the letter may be returned by the Post Office undelivered. 11. TERMINATION This Agreement shall continue to be in force from the date hereof until terminated by mutual consent or by either party <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nformation previously obtained, (iii) to request a facility tour or meeting, or (iv) for any other reason, except in the ordinary course of business; 7. In the event that the undersigned, or any of the Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an appropriate protective order; provided, however, if such protective order or other remedy is not obtained, or BDO waives compliance with the provisions hereof, the undersigned or such Representative, as the case may be, may disclose such Information which the undersigned or such Representative, as the case may be, is legally required to be disclosed; 8. The term “Information” does not include and this NDA will not apply to any information that: (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of a disclosure by the undersigned or any of its Representatives in violation of any obligation under this NDA); (b) was available to the undersigned or any of its Representatives on a non-confidential basis from a source other than BDO who, insofar as was known to the undersigned or any of its Representatives, was not prohibited from transmitting the information to the undersigned or any of its Representatives by a contractual, legal or fiduciary obligation to Baldwin, BDO or any third party; or (c) has been independently acquired or developed by the undersigned or any of its Representatives without violation of any obligation under this NDA; 9. The undersigned shall indemnify BDO, Baldwin and their representatives against any losses, costs, damages, expenses or liabilities suffered or incurred by any of them as a result of or in connection with any breach by the undersigned or any of its Representatives to whom the undersigned discloses Information of any term or provision of this NDA; provided, however, that the undersigned shall not be liable for any conse<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>quential, special, incidental, indirect or penal damages; 10. The undersigned acknowledges and agrees that the execution and delivery of this NDA and the delivery of the Information does not give rise to any legal obligation of BDO or Baldwin, whether in contract, in negligence or other tort, by way of fiduciary duty or otherwise. Without limiting the generality of the foregoing, the undersigned acknowledges and agrees that BDO is not and will not be under any obligation, express or implied, to provide or to continue to provide Information, to entertain any offers or proposals for the purchase or transfer of the Assets, or to complete a sale or other transaction with the undersigned, unless and until Baldwin and the undersigned execute and deliver a legally binding agreement expressly providing for such obligations. Without limiting the foregoing, the undersigned acknowledges and agrees that neither Baldwin nor BDO has made, and they will not make, any representations or warranties, either express or implied, concerning the accuracy or completeness of, or otherwise relating in any way to, the Information. BDO and Baldwin shall not have any liability whatsoever to the undersigned or any Representatives for any transaction entered into, or not entered into, or any other act, omission or decision made or taken, relying upon or in any way affected by, the Information. The foregoing shall nonetheless be subject to any representations and warranties concerning the Information expressly given in writing in a legally binding agreement executed and delivered by Baldwin providing for a sale or other disposition of the Assets (a “Definitive Agreement”); 11. Upon receipt of a written request to the undersigned, the undersigned and its Representatives shall promptly return to BDO any and all Information received, printed, downloaded or otherwise copied together with personal notes including written materials and any notes of verbal conversations with representatives from Baldwin or BDO obtained in the course of any investigation and/or inspection of the business and the Assets being offered for sale; 12. The terms of this NDA shall expire, as it relates only to the Information associated with the Assets or parts thereof purchased or otherwise acquired by the undersigned, upon the completion of a Definitive Agreement. In all other cases, the terms of this NDA shall expire one (1) year after the completion of a sale or other transfer of the Assets. 13. The undersigned acknowledges and agrees that it has had an opportunity to obtain independent legal advice as to the terms and conditions of this NDA and has either received same or expressly waived its right to do so; 14. This NDA shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This NDA shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein; 15. The undersigned acknowledges and agrees with the statements, disclaimers, and terms and conditions of the Legal Terms of Use and Disclaimer set-out in Appendix “A”; 16. No failure or delay by BDO or Baldwin in exercising any rights, powers or privileges under this NDA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11. No Liability Regarding Confidential Information 12. The Recipient acknowledges that (i) the Disclosing Party is not obligated to provide any information pursuant to this Agreement, (ii) the Confidential Information is being given to it without liability on the part of the Disclosing Party or any of its Representatives, and (iii) no representation or warranty with respect to the Confidential Information is made by the Disclosing Party or any of its Representatives. The Recipient agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information by the Recipient or its Representatives. General 13. The Recipient agrees that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement by the Recipient or its Representatives, and that any court having competent jurisdiction may enter a preliminary and/or permanent restraining order, injunction or order for specific performance, without posting any bond, in the event of an actual or threatened breach of any of the provisions of this Agreement, in addition to any other remedy at law or in equity available to the Disclosing Party. 14. This Agreement will terminate on the first anniversary of the date hereof. 15. The furnishing of Confidential Information pursuant to this Agreement does not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into any agreement or negotiation with another party with respect to a Proposed Transaction or otherwise. 16. Each of th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter. No amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound. 17. This Agreement may not be assigned by either party without the prior written consent of the other party. 18. This Agreement is to be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law that would cause the laws of any other jurisdiction to be applicable. 19. Each of the parties hereto expressly agree that they will not, and will not permit any of its Representatives to directly or indirectly, hire an employee of the other party, or solicit or induce any employee of the other party to leave such employee’s position with the other party, for a period of one year. However, this paragraph shall not prohibit the Potential Acquiror or any of its affiliates from soliciting or hiring an employee who responds to a general solicitation of employment. 20. To the extent that any Confidential Information includes materials subject to the attorney-client privilege or similar privileges or protections, such disclosure is inadvertent and the Disclosing 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 Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party. 21. This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. 22. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN WITNESS WHEREOF the parties have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives. Company Name: Cartesian, Inc. By: /s/ Donald J. Tringali Name: Donald J. Tringali Title: Executive Chairman Date 11-28-17 Potential Acquiror: By: /s/ Jonathon Tipton Name: Jonathan Tipton Title: Senior Vice President of Blackstreet Capital Holdings, LLC Date 11/28/17<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT This agreement entered into as of December 5, 2013 sets out the terms under which Tennenbaum Capital, in its capacity of representative to the Corporation (as defined below), has agreed to provide information to Novacap Technologies III, L.P. (“Recipient”) about Dialogic Inc. and its affiliates (the “Corporation”) for the purpose of evaluating a possible transaction with the Corporation on a mutually agreeable basis (the “Purpose”). 1. Confidential Information: “Confidential Information” means all information which is non-public, confidential or proprietary in nature, whether transferred in writing, orally, visually, electronically or by other means, disclosed by the Corporation or its representatives to the Recipient on or after the date hereof and for the Purpose. Confidential Information includes any reports, analyses or notes that are based on, reflect or contain Confidential Information. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure, in violation of this agreement, by the Recipient or any of its officers, directors, employees, agents, advisors, members of its advisory committee, lawyers, accountants, auditors or representatives who have been informed of the Confidential Information by the Recipient (collectively, “Representatives”), (ii) was available to or known to the Recipient or its Representatives prior to disclosure by the Corporation or its representatives, (iii) is or becomes available to the Recipient or its Representatives from a source other than the Corporation or its representatives; provided that the source of such information was not known by the Recipient or its Representatives to be prohibited from disclosing such information to the Recipient or its Representatives by a legal, contractual or fiduciary obligation, or (iv) has otherwise been independently acquired or developed by the Recipient or its Representatives without violating any obligations under this agreement. 2. Non-disclosure of Confidential Information: During the period commencing on the date of this agreement and ending on the date of termination in section 9, the Recipient will take all commercially reasonable measures to ensure the continued confidentiality of the Confidential Information and shall not disclose it to anyone except (i) to the Recipient’s Representatives under the limited terms and conditions set forth in section 3, or (ii) as permitted under section 4. Recipient further agrees not to disclose the contemplated transaction, the existence of discussion<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s between the parties regarding the contemplated transaction or the nature or substance of those discussions to any person or entity other than the Corporation or its representatives. The Recipient shall be liable for any breaches by the Recipient’s Representatives of the provisions of this agreement dealing with restrictions on disclosure and use of the Confidential Information. 3. Use of Confidential Information: The Recipient shall use Confidential Information solely for the Purpose and for no other purpose. Notwithstanding the foregoing, the Corporation understands that Recipient’s business consists of acquiring or investing in businesses in various industries. Accordingly, nothing contained herein shall prevent or be interpreted as preventing Recipient from acquiring or investing in any business or entity that carries or that has carried activities competing with or related to those of any of the Corporation or its affiliates and any such acquisition or investment shall not, in itself, constitute a breach of the provisions of this agreement insofar as the Confidential Information is treated in accordance with the terms provided herein. The Recipient shall p<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r any omissions therefrom. Each party hereto also acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information furnished to it or its Representatives by or on behalf of the other party and that such party shall be entitled to rely solely on such representations and warranties as may be made to it and contained expressly in any definitive agreement with respect to the Transaction, to the extent in accordance with the terms and subject to the conditions set forth in any such definitive agreement. 10. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles. Each party hereto irrevocably and unconditionally (a) consents to submit to the jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York for any action, suit or procee<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ding arising out of or relating to this agreement (and irrevocably and unconditionally agrees not to commence any such action, suit, or proceeding except in such courts), (b) waives any objection to the laying of venue of any such action, suit or proceeding in any such courts and (c) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 11 The provisions of this Agreement shall be binding solely upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Company agrees that you may assign all rights, powers, privileges, and obligations under this Agreement with respect to any or all of the proposed Transaction to any of your affiliates. 12. This Agreement represents the entire understanding and agreement of the parties hereto and may be modified only by a separate written agreement executed by you and the Company expressly modifying this Agreement. This Agreement supersedes and cancels any and all prior agreements between the parties hereto, express or implied, 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|>fees or other compensation for bringing about a sale of the Property to the Investor if such claims(s) is based from dealings with the Investor. The undersigned further understands, warrants and agrees that: 1. Nothing contained in the Confidential Information should be construed as a representation by any person as to the current condition or future performance of the Property. The Confidential Information speaks as of the date thereof and should not be deemed to imply that there has been no change in the condition of the Property since that date. Financial projections, if any, are provided for general reference purposes only, as they are based in part on assumptions about the general economy, competiti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on, and other factors beyond the control of the Owner. Therefore, due to inherent limitations involved in predicting future events, actual cash flows, income and expense will differ from projections and/or from financial conditions in previous years, and the difference may be material. 2. Owner has endeavored to include in the Confidential Information those materials which Owner believes to be reliable and relevant for the purpose of the Investor's evaluation of the Property and the Development, but the Investor acknowledges that neither Owner nor any of its agents, re<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ner, limited partner, joint venturer, or stockholder (except as a stockholder owning less than a five percent interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); and (iii) communicating to any such Competing entity or enterprise the names or addresses or any other information concerning any past, present or identified prospective client, customer or supplier of the Division prior to Closing. 1.04 "TERRITORY" shall mean the United States of America and Canada. ARTICLE II NON-COMPETITION AND NON-DISCLOSURE 2.01 SCOPE AND REASONABLENESS. Seller acknowledges that this Agreement (including without limitation the covenants and agreements set forth in this Article II) is being entered into as an important part<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> of the consideration received by Purchasers and Parent in connection with the acquisition of the Assets. Seller also acknowledges that Purchasers and Parent have a reasonable present and future expectation of continuing the Business within the Territory. 2.02 CONFIDENTIALITY AND TRADE SECRETS. (a) Seller acknowledges and agrees that as the owner of the Division it has created substantial confidential information used in and concerning the business and has been afforded an unique opportunity to acquire confidential information concerning the Business and that the misappropriatio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 and effective as of November 19, 1998, by and between National Medical Health Card Systems, Inc., its subsidiaries and affiliates ("Health Card") and John Ciufo ("Ciufo"). The parties acknowledge the following facts: A. Health Card and Ciufo are desirous to engage in a possible relationship between the parties which may require an examination by Ciufo of Health Card and its business undertakings (the "Project"); and B. In order to proceed with the Project, Health Card may disclose to Ciufo certain Proprietary Information (as such term is hereinafter defined). In consideration of the above promises and the covenants hereinafter set forth, the parties agree as follows: 1. a. "Proprietary Information" means information including, but not limited to clients, pricing and information which is related to the business of Health Card from which Health Card (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts by Health Card that are reasonable under the circumstances to maintain its secrecy, including without limitation (i) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (ii) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (iii) otherwise treating such information as confidential. Assuming the criteria in clauses (1) and (2) above are met, Proprietary Information includes, but is not limited to technical and nontechnical information and data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential customers and suppliers, research, development, existing and future products, and employees of Health Card. Proprietary Information also includes information which has been disclosed to Health Card by a third party, which Health Card is obligated to treat as confidential. b. Proprietary Information does not include any information which (1) is already known to Ciufo at the time it is disclosed to Ciufo by Health Card, provided that such information has been rightfully received by Ciufo from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Health Card; (2) is disclosed by Ciufo pursuant to a requirement of a governmental agency or is required to be disclosed by operation of law; provided, however, that Ciufo shall first have given written notice of such required disclosure to Health Card to allow Health Card to seek to protect the confidentiality of the information required to be disclosed; or (3) before being divulged by Ciufo (i) has become generally known to the public through no wrongful act of Ciufo (ii) has been rightfully received by Ciufo from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Health Card; (iii) has been approved for release to the general public by written authorization of Health Card; (iv) has been independently developed by Ciufo without use, directly or indirectly, of the Proprietary Information; or (v) has been furnished to a third party by Health Card without restrictions on the third party's right to disclose the information. 2. Ciufo (a) must receive and hold the Proprietary Information in trust and in strictest confidence; (b) must protect the Proprietary Information from disclosure and in no event take any action causing, or failing to take reasonable action necessary in order to<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> prevent, any Proprietary Information disclosed to Ciufo to lose its character as Proprietary Information; and (c) must not use, duplicate, reproduce, distribute, disclose or otherwise disseminate the Proprietary Information except to perform the Project. Any and all reproductions of the Propriet<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 other party without the prior written consent of the other party. Test procedures shall be mutually agreed prior to testing. 6. The parties agree to disclose to each other, the results of the tests performed in connection with the Project. The parties each agree to take all appropriate steps to maintain and protect the confidential nature of the results. It is explicitly agreed that the composition of the material AddiFlex as well as the manufacturing process used to produce AddiFlex shall not be the subject of any test and that all information relating to the composition and manufacture of AddiFlex shall remain the exclusive property of Add-X Biotech AB 7. Both parties may only make such copies as are strictly necessary for the purposes identified in 1. above and for disclosures that are not in breach of this agreement. All copies will clearly be marked as confidential. 7.1 On the written request of either party the other will supply to the requester a list showing to the extent practical: - 7.1.1 where copies that have been supplied are held; 7.1.2 copies that have been made by the other party and where they are held; and 7.1.3 the names and addresses of the people to whom Information has been disclosed and a copy of the confidentiality undertakings signed by them complying with the provisions of this agreement. 8. All products and any residue thereof remaining after the tests are completed shall returned to the disclosing party no later than one hundred twenty (120) days from the effective date shown above, or shall be destroyed by the receiving party. 9. Both parties will indemnify each other and keep the other harmless against all costs, losses or expenses resulting from any breach or non-performance of any of their obligations under this agreement. 10. Neither party shall make or permit others to make any reference to the subject matter of the Agreement, or the Information or use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party and such consent shall not be unreasonably withheld or delayed. 11. This document states the entire Agreement between the parties with respect to its subject matter and s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>upersedes all prior agreements and representations of the parties, oral or written, and may only be amended in writing when signed by duly authorised representatives of both parties. 12. This agreement cover all Information exchanged between the parties relating to the Project, including any Information that may have been disclosed prior to signing of the agreement. The agreement and the obligation of confidentiality shall remain in force for a period of ten (10) years after the date of the last disclosure of Information, 13. Any dispute in relation to this Agreement shall be resolved by the common court of the country of the first defend<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 NONDISCLOSURE AGREEMENT Effective Date: 12/10/98 This Agreement governs the disclosure of information by and between Yahoo! Inc., a California corporation, and Restrac, Inc. ("Participant"). 1. The "Confidential Information" is that confidential, proprietary, and trade secret information being disclosed by the disclosing party described as (please be specific): (a) Yahoo Confidential Information (owned by Yahoo and any of its affiliates): Resume and Employment Related. (b) Participant Confidential Information: Resume and Employment Related. 2. Except as set forth in this Section 2, all Confidential Information shall be in tangible form and shall be marked as Confidential or proprietary information of the disclosing party. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure and confirmed in a writing to the recipient within thirty (30) days of such disclosure. 3. Each of the parties agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of the other party and any purpose the other party may hereafter authorize in writing. Each of the parties agrees that it shall disclose Confidential Information of the other party only to those of its employees who need to know such information and who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. 4. There shall be no liability for disclosure or use of Confidential Information which is (a) in the public domain through no fault of the receiving party (b) rightfully received from a third party without any obligation of confidentiality, (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party, (d) independently developed by the receiving party, (e) generally made available to third parties without any restriction on disclosure, or (f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement (provided that the party so disclosing has provided the other party with a reasonable opportunity to seek protective legal treatment for such Confidential Information). 5. "Residual Information" shall mean any Confidential Information of the disclosing party which may be retained in intangible form in the minds of those individuals of the receiving party who have had<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> proper access to such Confidential Information. Notwithstanding anything else in this Agreement, the receiving party shall be free to use any Residual Information for any purpose whatsoever, including, without limitation, the development of its own products, provided that such party shall not be entitled to disclose Residual Information to any third parties unless such disclosure is in the course of, or as part of, any disclosure of its own products or their development. 6. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information and each of the parties represents that it exercises reasonable care to protect its own Confidential Information. 7. Each of the parties agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party unless otherwise specified in writing by the disclosing party. 8. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain the property of such party and shall be returned to it promptly at its request, together with any copies thereof. 9. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however that each party's obligations under Sections 2 and 3 with respect to Confidential Information of the other party which it has previously received shall continue unless and until such Confidential Information falls within Sections 4 or 5. 10. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, telegram, telex, telecopier, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date first written above. <TABLE> <S> <C> YAHOO! INC. -------------------------------------------- By: /s/ Matt Rowlen By: /s/ M. J. Fahey ------------------------------------- --------------------------------------- Printed Name: Matt Rowlen Printed Name: M. J. Fahey --------------------------- -------<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 disclosure of the Confidential Information); and 3.3.2 ask the court or other public body to treat the Confidential Information as confidential. 4 Additional Permitted Disclosures by the Authority and other Crown Bodies 4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information: 4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information; 4.1.2 pursuant to the requirements of the FOIA or the EIRs; 4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or 4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority. 4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs’ Code of Practice on the Dis<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>charge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs. 4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs. 5 Return of Information and surviving obligations 5.1 The Disclosing Party may serve a notice (an “Information Return Notice”) on the Receiving Party at any time under this Clause 5.1. An Information Return Notice must specify whether it relates to (i) all Confidential Information provided by the Disclosing Party which is protected by this Agreement or (ii) only specified Information or categories of Confidential Information so protected (in either case, the “Specified Scope”). On receipt of an Information Return Notice, the Receiving Party shall: 5.1.1 subject to Clause 5.2, at the Receiving Party’s option, securely destroy or return and provide to the Disclosing Party documents and other tangible materials that contain any of the Confidential Information within the Specified Scope, including in any case all copies of the relevant documents and other materials made by the Receiving Party and any Receiving Party Authorised Person; 5.1.2 subject to Clause 5.2, ensure, so far as reasonably practicable, that all Confidential Information within the Specified Scope that are held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Receiving Party or Receiving Party’s Authorised Person) from any computer, word processor, voicemail system or any other device containing such Confidential Infor<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 and its relevance in the particular instance (A) is a matter of common knowledge or public record, (B) is or becomes generally available to the public other than as a result of disclosure by the Stockholder, (C) which information and its relevance is generally known in Business, (D) the Stockholder can demonstrate that such information and its relevance in the applicable instance, was already known to the recipient thereof other than by reason of any breach of any obligation of the Stockholder under this Agreement or any other confidentiality or non-disclosure agreement, or (E) the information is required to be disclosed by law or pursuant to court order or subpoeona. (b) The term Confidential Information as defined in Section 2(a) hereof shall include information obtained by the Company from any third party under an agreement including restrictions on disclosure known to the Stockholder. (c) In the event that a Stockholder is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, such Stockholder will provide the Company with prompt notice (unless notice is prohibited by law) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with Section 2 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions of Section 2 of this Agreement, the Stockholder will furnish only that portion of the Confidential Information which is legally required. 3. Material Agreement. (a) It is understood by and between the parties hereto that the foregoing covenants by the Stockholders are essential elements of this Agreement and that but for the agreements of the Stockholders to comply with such covenants, AUGI would not have entered into the Merger Agreement or paid the Merger Consideration to the Stockholders. AUGI and the Stockholders have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the businesses conducted by the Company. (b) Notwithstanding anything to the contrary, express or implied, contained in this Agreement, the Merger Agreement or in any other "Transaction Document" (as that term is defined in the Merger Agreement), no future act of omission or commission by AUGI or any of its affiliates, or other actual or alleged breach by AUGI or such affiliates of any of their covenants or agreements contained in any Transaction Documents (in addition to this Agreement), shall in any way be deemed to modify, limit or terminate the covenants and agreements of the Stockholders contained in Section 1 and Section 2 hereof, all of which shall remain in full force and effect in accordance with their respective terms. 4. Without intending to limit the remedies available to AUGI or the Company, each Stockholder further agrees that damages at law will be an insufficient remedy to AUGI if such Stockholder(s) breaches the terms of this Agreement and that AUGI or the Company may apply for and have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of or o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>therwise to specifically enforce any of the covenants contained herein, in each case without the necessity of proving damages or posting bond. 5. This Agreement shall become effective upon the effectiveness of the Merger and shall terminate prior to the expiration of the Restrictive Period only with the written consent of AUGI. 6. Any paragraph, sentence, phrase or other provision of this Agreement which is in conflict with any applicable statute, rule or other law shall be deemed, if possible, to be modified or altered to conform thereto or, if not possible, to be omitted herefrom. The invalidity of any portion hereof shall not affect the force and effect of the remaining valid portion hereof. 7. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND PERFORMANCE) AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION. IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of each party hereto on the date set forth above. AMERICAN UNITED GLOBAL, INC. By: Name: Title: THE STOCKHOLDERS: SIMANTOV MOSKONA SERGIO LUCIANI<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>that each Party shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement by any of the other Parties. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity. 5. No Grant of Rights. No license, intellectual property right or other ownership or use right is conveyed solely by this Agreement, except the limited right to use Confidential Information described in Sections 1 and 2 of this Agreement. 6. Contact with Employees, Customers, Suppliers, etc. Except in the ordinary course of business, neither the Company nor any of its Affiliates or Representatives will initiate or maintain contact with any Person employed by Chief Enterprises or its Affiliates or with any customer or supplier of Chief Enterprises or its Affiliates, regarding the business, prospects, operations or finances of Chief Enterprises or its Affiliates except with the prior written consent of Chief Enterprises. 7. Non-Solicitation. The Company acknowledges that Chief Enterprises has invested and will continue to invest significant time and money to develop valuable, continuing relationships with existing and prospective clients and customers of Chief Enterprises. The Company further recognizes that it will obtain valuable Confidential Information about Chief Enterprises customers, clients, suppliers, business partner, and/or vendors, and their business requirements. The Company agrees that, for the term of this Agreement and for two (2) years following its termination, Company will not directly or indirectly, solicit or assist others in soliciting, or attempt to solicit or assist others in attempting to solicit, (i) any existing customers, clients, suppliers, business partners, and/or vendors of Chief Enterprises with or about whom the Company obtained Confidential Information, or (ii) any prospective customers, clients, suppliers, business partners, and/or vendors of Chief Enterprises with or about whom the Company obtained Confidential Information and with whom Chief Enterprises took significant steps to do business with during the term of this Agreement, for the purpose or effect of inducing such existing or prospective customers, clients, suppliers, business partners, and/or vendors to cease doing business or reduce their business with Chief Enterprises or to purchase, lease, or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by Chief Enterprises. 8. Non-Waiver. No failure or delay by e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ither Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. 9. Governing Law. This Agreement shall be governed and construed in accordance with the laws 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|>tions, the parties understand and agree that thy have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the disclosure 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 and any such Proprietary Information shall remain entitled to all protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or my other applicable privilege. 2.6 Definitive Agreement. Until a definitive agreement regarding the Proposed Transaction has been executed by the parties hereto, neither party hereto shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party hereto and its Representatives (i) may conduct the process that may or may not result in the Proposed Transaction in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party) and (ii) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties’ consideration of the Proposed Transaction (including, without limitation, terminating all further discussions with the other party). For purposes of this Agreement, the term “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement in principle. 2.7 No Representations or Warranties Regarding Proprietary Information. Subject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto each party acknowledges that neither the other party nor its Representatives nor an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y 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 the Proprietary Information or any use thereof. Each party hereby expressly disclaims all such warranties, including any implied warranties of merchantability and fitness for a particular purpose, non-infringement and accuracy, and any warranties arising out of course of performance, course of dealing or usage of trade. Receiving Party shall not be entitled to rely on the completeness of any Proprietary Information, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Proprietary Information as may be made to it in a definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of any such agreement, should the discussions between the parties progress to such a point. 3. NO SOLICITATION 3.1 No Solicitation of Employees. Interested Party agrees that neither it nor its affiliates will at any time until the one year anniversary of the Effective Date, directly or indirectly, employ or solicit for employment (i) any key technical or management personnel of the Company that has first been introduced by the Company to the Interested Party in connection with the Proposed Transaction or who was otherwise substantively involved in the discussions of the Proposed Transaction or (ii) any other person who is now employed as an officer of the other party or any of its affiliates; provided, that the foregoing restrictions hall not be deeme<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Confidentiality and Non-Disclosure Agreement This Confidentiality and Non-Disclosure Agreement ("Agreement") is made and entered into this day of , 2016 ("Effective Date") by CiF Lab Solutions LP ("CIF"), having its principal place of business at 53 Courtland Ave., Vaughan, ON, L4K 3T2. WHEREAS, CIF desires to allow Dealer access to CIF's website to enable Dealer to easily and efficiently obtain information and specifications regarding CIF's products, and Dealer desires to obtain such access and information to enable it to more effectively market and sell CIF products; and WHEREAS, CIF is willing to provide such access and information to Dealer and Dealer is willing to receive such access and information subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Confidential Information. The term "Confidential Information" shall mean and include that technical and non-technical information disclosed by CIF to Dealer relating to: (a) CIF's website, information system, and related software and discs, and any data and information contained therein, (b) information and specifications on CIF's products, and their design, cost, manufacture, marketing, and sale, and (c) the existence, terms and subject matter of this Agreement. Confidential Information shall not include information that: (i) is in or enters the public domain through no improper action or inaction by Dealer, or (ii) was in Dealers possession or known by Dealer prior to receipt from CIF, or (iii) is rightfully disclosed by Dealer by a third party, or (iv) is approved for disclosure in writing by CIF for release by Dealer or (v) is developed by Dealer without reference to the Confidential Information, or (vi) is required to be disclosed by Dealer in compliance with applicable laws or court order. 2. Nondisclosure. Dealer shall not distribute, disseminate, publish or disclose the Confidential Information to any person, or entity not employed or retained by Dealer or the use of the Confidential Information for any purpose other than to further the marketing and sale of CIF products. Dealer will disclose the Confidential Information only to those individuals employed by Dealer who need to know such Confidential Information. 3. Term. The parties agree that the foregoing obligations of confidentiality and non-disclosure shall terminate five (5) years from the Effective Date of this Agreement. 4. Ownership/Return of Confidential Information. Dealer agrees and acknowledges that the Confidential Information is the property of CIF, and upon termination of this Agreement all rights to the use and ownership of the Confidential Information shall be retained exclusively by CIF. In the event that CIF requests that Dealer return any of its Confidential Information, Dealer agrees to return all of the Confidential Information delivered to it, and each copy or duplicate thereof, within thirty (30) days of the date of the request thereof. 5. Miscellaneous. (a) Entire Agreement. This Agreement supersedes all prior and contemporaneous negotiations, agreements, discussions and writings and constitutes the entire Agreement between the parties with respect to subject matter hereof. (b) Modification. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> a duly authorized representative of such party and no failure or delay in enforcing any right hereunder will be deemed a waiver. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (d) Notice. Any notice required or permitted under this Agreement shall be in writing and shall be delivered and deemed received as follows: (i) by personal delivery or by facsimile (with electronic confirmation) during the recipient’s normal business hours, in which case it shall be deemed received at the time of such delivery or facsimile as the case may be; (ii) by certified or registered mail, in which case it shall be deemed received on the date such return receipt is signed; or (iii) by prepaid nationally recognized overnight courier by next day delivery, in which case it shall be deemed received on the day following the date of deposit with such courier. Any such notice shall be addressed to the parties at the following addresses (or at such other address as either party shall specify to the other by notice given pursuant to this Section): If to CIF: CiF Lab Solutions LP 53 Courtland Ave. Vaughan, ON L4K 3T2 Attention: General Manager Facsimile: (905) 738-6537 (e) Binding Effect/Assignment/Benefits. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Dealer shall not assign this Agreement without the express written permission of CIF.Expect as otherwise provided herein, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. (f) Time of Essence. Time is of the essence as to all of the terms of this Agreement. (g) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action) shal<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>result of disclosure by the Receiving Party or any of its employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors (collectively, the “Representatives”); (ii) become available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or one of the Disclosing Party’s employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors) that is not prohibited from disclosing such Confidential Information to the Receiving Party by a legal, contractual, or fiduciary obligation to the Disclosing Party or the Assignors; (iii) can be shown by written documentation to have been independently developed by the Receiving Party without use of or reliance upon any Confidential Information or Confidential Materials of the Disclosing Party; and/or (iv) was demonstrably within the actual possession of the Receiving Party or its Representatives prior to it being furnished by or on behalf of the Disclosing Party pursuant to this Agreement. 4. Property of the Disclosing Party. Notwithstanding anything to the contrary contained in this Agreement, all of the Confidential Information and the Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right or interest in the patents, copyrights, trademarks, trade secret information, or intellectual property rights of the Assignors. The Disclosing Party reserves the right to limit the Receiving Party’s access to the premises, facilities, equipment, customers, vendors, data and other materials, information and personnel of the Assignors (including, without limitation, as provided in Section 9 below). 5. Non-Disclosure. The Receiving Party: (i) shall treat the Confidential Information and the Confidential Materials as confidential in accordance with the terms and conditions of this Agreement; (ii) shall not use or disclose to any person the Confidential Information or the Confidential Materials for any purpose other than in connection with the consideration of a Possible Transaction, subject in all cases to the provisions of this Agreement; (iii) shall not copy or reproduce any of the Confidential Information or the Confidential Materials with<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>out the prior written consent of the Disclosing Party; (iv) shall reveal the Confidential Information and the Confidential Materials only to its Representatives who need to know the Confidential Information and the Confidential Materials in connection with a Possible Transaction, and who (A) are informed by the Receiving Party of the confidential and proprietary nature of the Confidential Information and the Confidential Materials, and (B) before receiving the Confidential Information or the Confidential Materials, agree to maintain their confidentiality in accordance with the terms and conditions of this A<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, e.g. “The Finance Director”] 7.2.2 if to be given to the Organisation shall be sent to: [Name of Organisation] [Address] Attention: [ ] 8 Governing law 8.1 This Agreement shall be governed by, and construed in accordance with, English law and any matter claim or dispute arising out of or<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> in connection with this Agreement whether contractual or non-contractual, shall be governed by and determined in accordance with English law. 8.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in connection with this Agreement. IN WITNESS of the above this Agreement has been signed by the duly authorised representatives of the Parties on the date which appears at the head of page 1. For and on behalf of the Authority Signature: Date: Name: Position: For and on behalf of the Organisation Signature: Date: Name: Position:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>roposed disclosure as far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement. (e) Certain Securities Law Restrictions. Each Party acknowledges that the Evaluation Material may contain material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information concerning the Furnishing Party. (f) Contact with Employees and Representatives. Neither Party shall communicate with any employee of the other Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists provided by the Parties from time to time. (g) General. Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights. 4. Accuracy of Evaluation Material; No Representations or Warranties. Each Party acknowledges and agrees (a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and (b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered by both Parties, and then only to the extent, and subject to the limitations, provided therein. 5. No Solicitation. For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for hire any p<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erson currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party, in the course of the Parties' discussions and due diligence with respect to the proposed Transaction; 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, (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 or (iii) is identified by a third party executive search firm or employment agency without any assistance from such Party. 6. Return and Destruction of Evaluation Material. At any time after termination of discussions by either Party with respect to the Transaction, upon the request of the Furnishing Party, the Receiving Party shall promptly (and in no event later than five business days after such request) (a) redeliver or cause to be redelivered to the Furnishing Party all copies of all Primary Evaluation Material in the possession or control of the Receiving Party or its Representatives which is in a visual or written format and erase or destroy all copies of all such Primary Evaluation Material which is stored in electronic format, and (b) destroy or cause to be destroyed all Derivative Evaluation Material in the possession or control of the Receiving Party or any of its Representatives. Nothing herein shall obligate the Receiving Party to provide any Derivative Evaluation Material to the Furnishing Party. Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other obligations hereunder. 7. Remedies. Each Party agrees that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by it or any of its Representatives, and that in addition to all other remedies which either Party may have, each Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity. 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 privilege hereunder. In the event that either Party should institute proceedings to enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including reasonable attorneys' fees and costs, in addition to any other remedies. 8. Communications. CIDCO recognizes EarthLink will incur substantial expenses in conducting a due diligence investigation of CIDCO, and in consideration for EarthLink's doing so, CIDCO agrees to cease and terminate immediately, and to cause its Representatives to cease and terminate immediately, any negotiations (other than with EarthLink and its Representatives) with respect to any proposals relating to any business combination, tender offer or acquisition transaction involving the acquisition by any third party of all or any portion of the stock or assets of CIDCO (any such proposal being a "Third-Party Offer" and any such acquisition being a "Third-Party Acquisition"). In addition, CIDCO agrees that from the date of this Agreement until the earli<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 & APPROPRIATE USE AGREEMENT FAU has a legal responsibility to safeguard the confidentiality and security of our patients’ protected health information (“PHI”) as well as operational, proprietary, and student and employee information (collectively “FAU Confidential Information”). This information may include, but is not limited to, patient health records, as well as information regarding human resources, payroll, fiscal matters, research, and strategic planning, and may exist in any form, including electronic, video, spoken, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or written. This Agreement applies to all members of the workforce, including but not limited to, employees, volunteers, students, faculty, physicians, and third parties, whether temporary or permanent, paid or not paid, visiting, or designated as affiliates or associates, who are employed by, contracted with, or under the direct control of FAU. This Agreement also applies to all users who are granted access to FAU-issued computing and technology resources (e.g., desktops, laptops, tablets, mobile phones, printers, etc.), application systems or access to the FAU network, whether the user is affiliated with FAU or not, and whether access to or use of the information systems occurs locally or from remote locations. I hereby agree as follows: I will maintain patient privacy and protect and safeguard the confidentiality and security of PHI and FAU Confidential Information in accordance with Florida and federal laws and FAU policies and procedures. I understand that access to health information created, received, or maintained by FAU or its affiliates is limited to those who have a valid business, medical, or professional need to know the information. I understand that FAU has implemented administrative, technical, and physical safeguards to protect the confidentiality and security of PHI, and I agree not to bypass or disable these safeguards. I will not disclose any PHI to any individual or third party, except as specifically authorized by FAU policies and procedures, and upon receiving a written authorization from the patient (unless otherwise required by applicable law), and then only on a need-to-know basis. I will not use any PHI in an inappropriate, unethical, detrimental or unauthorized manner. I will not discuss any information regarding FAU or patients in an area where unauthorized individuals may overhear such information, including waiting rooms, hallways, elevators and other public areas. I understand that it is strictly prohibited to discuss any FAU Confidential Information or PHI in public areas even if a patient’s name is not used. I understand that I will be given a unique User ID and password to access electronic health, operational, proprietary, student or employee or other confidential information. I understand that my User ID and password are confidential, may only be used by me, that I am responsible for safekeeping my password, that I am also responsible for any activity initiated by my User ID and password, and that in certain circumstances my User ID and password may be equivalent to my legal signature. If I suspect that my User ID or password has been compromised, I should immediately contact FAU’s Office of Information Technology (“FAU OIT”). I have no expectation of privacy when using FAU information systems. FAU shall have the right to record, audit, log, and/or monitor access to or use of its information systems that is attributed to my User ID. I agree to practice good workstation security measures on any computing device that uses or accesses a FAU information system. Good security measures include, but are not limited to, maintaining physical security of electronic devices, never leaving a device unattended while in use, and adequately shielding the screen from unauthorized viewing by others. I understand that only encrypted and password protected devices may be used to transport PHI or other Restricted Data (defined below). I un<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>“Confidential Information” means: but not including any Information that: 1.1.1.2 the Receiving Party obtained on a non-confidential basis from a third party who is not, to the Receiving Party’s knowledge or belief, bound by a confidentiality agreement with<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ibit any person who has Material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. (b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Refinancing Meeting”). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement (including, without limitation, for purposes of the term “Outstanding” as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the other limited partners in attendance at the Refinancing Meeting, in each case, solely because of Receiving Party’s attendance at the Refinancing Meeting. Furthermore, the parties agree that (x) at the Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D),correspondence to the General Partner and Blueknight and/or statements made by Receiving Party or its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to keep such information confidential or (3) is developed independently without use of conduct or statements at the Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence. (c) Receiving Party agrees that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Blueknight, Receiving Party and its controlled Affiliates will not, directly or indirectly, effect any sale (including any short-sale) or acquisition of any equity securities (or beneficial ownership thereof) or acquisition of assets of Blueknight or any of its Affiliates. Blueknight and the General Partner agree that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Receiving Party, Blueknight will not file a proxy statement with the Securities and Exchange Commission relating to the Unitholder Meeting (as defined in the Global Transaction Agreement, dated as of October 25, 2010, by and among the General Partner, Blueknight and the purchasers set forth in Schedule I thereto). 5. Miscellaneous. (a) Receiving Party acknowledges that none of Blueknight, the General Partner nor any of their respective representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of any Blueknight Non-public Information, that none of Blueknight, the General Partner nor any of their respective representatives shall have any liability whatsoever to Receiving Party or any other person as a result of their use of any Blueknight Non-public Information or any errors therein or omissions therefrom and that Receiving Party shall assume full and exclusive responsibility for any conclusions derived from the Blueknight Non-public Information. (b) Each of Blueknight, the General Partner and Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that each of the parties shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, the non-prevailing party as determined by a court of competent jurisdiction in a final judgment shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. (c) This Agreement and the obligations of the parties hereunder (other than<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sted pursuant to subpoena or other legal process to disclose any of the Confidential Information, such Stockholder will provide the Company with prompt notice (unless notice is prohibited by law) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with Section 2 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions of Section 2 of this Agreement, the Stockholder will furnish only that portion of the Confidential Information which is legally required. 3. Material Agreement. (a) It is understood by and between the parties hereto that the foregoing covenants by the Stockholders are essential elements of this Agreement and that but for the agreements of the Stockholders to comply with such covenants, AUGI would not have entered into the Merger Agreement or paid the Merger Consideration to the Stockholders. AUGI and the Stockholders have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the businesses conducted by the Company. (b) Notwithstanding anything to the contrary, express or implied, contained in this Agreement, the Merger Agreement or in any other "Transaction Document" (as that term is defined in the Merger Agreement), no future act of omission or commission by AUGI or any of its affiliates, or other actual or alleged breach by AUGI or such affiliates of any of their covenants or agreements contained in any Transaction Documents (in addition to this Agreement), shall in any way be deemed to modify, limit or terminate the covenants and agreements of the Stockholders contained in Section 1 and Section 2 hereof, all of which shall remain in full force and effect in accordance with their respective terms. 4. Without intending to limit the remedies available to AUGI or the Company, each Stockholder further agrees that damages at law will be an insufficient remedy to AUGI if such Stockholder(s) breaches the terms of this Agreement and that AUGI or the Company may apply for and have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of or otherwise to specifically enforce any of the covenants contained herein, in each case without the necessity of proving damages or posting bond. 5. This Agreement shall become effective upon the effectiveness of the Merger and shall terminate prior to t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he expiration of the Restrictive Period only with the written consent of AUGI. 6. Any paragraph, sentence, phrase or other provision of this Agreement which is in conflict with any applicable statute, rule or other law shall be deemed, if possible, to be modified or altered to conform thereto or, if not possible, to be omitted herefrom. The invalidity of any portion hereof shall not affect the force and effe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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’s representatives, including without limitation, any agents, brokers, lender, appraisers, escrow, professional advisors, consultants, affiliates, officers, directors, partners, shareholders, accountants, legal counsel and employees (collectively, “Representatives”) of the Receiving Party, certain information, in whatever form or by whatever mode or medium whatsoever, about the Delivering Party, the Delivering Party’s Property or the Delivering Party’s Business, which, at the time of such delivery, was, is or will be identified as confidential information because it is either nonpublic, confidential or proprietary in nature. SuchF information provided, whether provided in documentary, oral, visual, electronic, tangible or any other form, including without limitation, in the form of designs, sketches, drawings, photographs, videotapes, specifications, blueprints, plans, studies, findings, computer printouts, computer disks, documents, memoranda, reports, notebooks, manuals, notes, contracts, correspondence, files, lists and other records, and the like, and all photocopies or other reproductions, together with any analysis, compilations, forecasts, studies, reports or other documents or information prepared, developed or concluded by the Receiving Party or its Representatives, which contains, is derived from, or otherwise reflects such information about the Property or the Business, as the case may be (“Work Product”), is hereinafter collectively referred to as the “Information”. Non-tangible information will be Information only to the extent that it is first disclosed in non-tangible form and is orally identified at the time of disclosure as confidential information and is summarized in tangible form conspicuously marked as “confidential information” and delivered to Receiving Party in such tangible form within thirty (30) days of the original disclosure. The parties acknowl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>edge that the unauthorized disclosure to or use by any person or organization of the existence and content of the Information by Receiving Party would be detrimental and damaging to the Delivering Party. Accordingly, the parties wish to ensure that the Information provided by the Delivering Party will only be disclosed or used in strict accordance with the provisions of this Confidentiality Agreement. 2. DISCLOSURES INCLUDED AND NOT INCLUDED IN INFORMATION: A. INCLUDED: Any Information disclosed, provided or delivered by Delivering Party to Receiving Party or its Representatives relating to the Transaction prior to the date of this Confidentiality Agreement shall also be subject to and governed by the terms of this Confidentiality Agreement to the same extent as any Information disclosed, provided or delivered after execution of this Confidentiality Agreement. B. NOT INCLUDED: The term “Information” shall not include any Information which: (1) The Receiving Party can show, by suitable written documentation, was already in its possession prior to receipt of such Information by Delivering Party; (2) The Receiving Party can show is or becomes public information or is otherwise generally available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives; (3) The Receiving Party can show becomes or became available to the Receiving Party on a non-confidential basis from a source lawfully in possession of such Information (other than the Delivering Party or a Representative of the Delivery Party) which is not, to the knowledge of the Receiving Party, in breach of any agreement or prohibited from disclosing such Information to Receiving Party by a legal, contractual or fiduciary obligation to the Delivering Party; OR (4) Receiving party can show was independently developed by the Receiving Party entirely without reference to or under any further investigation of the Information. 3. NO OBLIGATION TO EFFECT POTENTIAL TRANSACTION: Except for the provisions of this Confidentiality Agreement, which shall be binding upon full and due execution hereof, neither party shall be committed in any way with respect to the Property or the Business, unless and until a Transaction is entered into, and nothing provided herein shall be construed to imply or require that any agreements with respect to such a Transaction be executed. 4. OBLIGATIONS REGARDING THE INFORMATION: In consideration of being furnished with the Information, the Receiving Party expressly agrees that: A. NO REPRESENTATION OR WARRANTIES: The Receiving Party agrees that it will use its own independent judgment in assessing the Information, and understands and acknowledges that the Delivering Party is not making any representations or warranties, of any kind whatsoever, express or implied, oral or written, as to the truth, accuracy or completeness of the Information, all such representations and warranties being hereby expressly disclaimed. The Receiving Party agrees that the Del<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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-NEGOTIABLE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT: TRANSPORTATION CHALLENGE 2017 This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into by and between (hereafter referred to as “Vendor)” and the Boston Public Schools, 2300 Washington Street, Roxbury, MA 02119 (“BPS”), each being a “Party” and both being the entities of the City of Boston, hereinafter the “Parties,” to this Agreement. This Agreement refers to the transportation data challenge posted on the BPS website that will take place between April 1st, 2017 and June 30, 2017. This event is described in greater detail in the Transportation Challenge Overview document available on the BPS website, http://www.bostonpublicschools.org/transportationchallenge. WHEREAS the parties wish to confirm their understandings with respect to the nature of the relationship between the parties relating to the confidential transmission, use and protection of certain student routing information, WHEREAS BPS has authorized only the VENDOR and its employees and/or representatives to have access to certain directory, student, and routing information for portions of the year 2017 for the purpose of supporting BPS in improving our routing calculations and supporting the creation of more equitably and efficiently balanced school bell times, WHEREAS, VENDOR and its employees and/or repre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sentatives have agreed and understand that BPS will provide only to VENDOR certain directory, student, and routing information subject to the terms of this Agreement, WHEREAS, BPS deems this work to be of interest and value to BPS, as it will contribute toward the educational and professional goals of BPS, and WHEREAS, VENDOR and BPS desire to cooperate with each other in connection with provision of such a solution. NOW THEREFOR<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Agreement in accordance with Section 9. 6. Defend Against Third Party Requests. Each Party and Reviewing Representative shall defend against disclosure of Confidential Information pursuant to any Third Party Request through all available legal processes, including, but not limited to, seeking to obtain any necessary protective orders. Each Party and Reviewing Representative shall provide PJM, and PJM shall provide each Disclosing Party, with prompt notice of any such Third Party Request or legal proceedings, and shall consult with PJM and/or any Disclosing Party in its efforts to deny the request or defend against such legal process. In the event a protective order or other remedy is denied, each Party agrees to furnish only that portion of the Confidential Information which its legal counsel advises PJM (and of which PJM shall, in turn, advise any Disclosing Party) in writing is legally required to be furnished, and to exercise their best efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information. 7. Permitted Limited Disclosure of Confidential Information. Notwithstanding anything to the contrary in this Agreement, a Party may disclose Confidential Information to the extent but only to the extent: (a) approved by the Disclosing Party in writing; or (b) required by Law or an Authority, but only if: (i) the Party attempts to notify the Disclosing Party as far in advance as practicable prior to making disclosure of its intent to disclose Confidential Information and of the content and mode of communication of the disclosure; and (ii) the Party cooperates with the Disclosing Party's efforts to obtain a protective order protecting the Confidential Information from disclosure. In addition, if disclosure is required by Law or Authority, the Party to the extent practicable (and permitted by law), will (1) promptly notify the Disclosing Party of the circumstances surrounding the requirement, (2) consult with the Disclosing Party on available options to request confidential treatment and/or the advisability of taking legally available steps to resist or narrow the request or requirement for disclosure, and (3) disclose such Confidential Information only after using all reasonable efforts to comply with subsections (1) and (2) above and after cooperating with the Disclosing Party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any portion of the Confidential Information designated for such treatment by the Disclosing Party. The Party will furnish only that portion of the Confidential Information that is responsive to the request or requirement for disclosure, and will request that confidential treatment be accorded to the Confidential Information by the person(s) to whom the Party is required by Law or Authority to disclose the Confidential Information. Notwithstanding anything stated in this Agreement, the Disclosing Party shall retain the burden of prosecuting any action and/or seeking injunctive relief to prevent disclosure of the Confidential Information. Disclosure of Confidential Information in accordance with the terms of this paragraph shall not constitute a waiver of the protections under this Agreement or the confidentiality of such Confidential Information and such Confidential Information shall continue to be treated as confidential in accordance with this Agreement. 8. Ownership and Use of Confidential Information. All Confidential Information delivered by a Disclosing Party to a Party pursuant to this Agreement shall be and remain the property of the Disclosing Party, and such Confident<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ial Information shall be promptly returned to the Disclosing Party upon request. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for a Party and all Confidential Information that is oral will be kept by a Party subject to the terms of this Agreement or destroyed. Neither the Party nor its Reviewing Representatives shall use the Confidential 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|>NON-DISCLOSURE AND NON-COMPETE AGREEMENT NON-DISCLOSURE AND NON-COMPETE AGREEMENT This AGREEMENT (this "Agreement"), is made as of October 7, 2002 (the "Effective Date"), by and between MERITAGE CORPORATION, a Maryland corporation ("Meritage"), MTH-HOMES NEVADA, INC., an Arizona corporation (the "Company"), ZENITH NATIONAL INSURANCE CORP., a Delaware corporation ("Zenith"), and PERMA-BILT, a Nevada corporation ("Seller" and, together with Zenith, "Selling Parties"). R E C I T A L S Seller is engaged in homebuilding and home sales operations. Zenith indirectly owns all of the outstanding shares of capital stock of Seller. The Business will be acquired by the Company pursuant to a Master Transaction Agreement, dated as of October 7, 2002 (the "Master Agreement"). Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Master Agreement. Selling Parties have intimate knowledge of the business practices of the Business, which, if exploited by Selling Parties in contravention of this Agreement, would seriously, adversely, and irreparably affect the ability of the Company to continue the businesses previously conducted by Seller.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> To induce the Company to enter into the Master Agreement, Selling Parties have agreed to execute this Agreement. In consideration of the premises, the mutual promises and covenants of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selling Parties, intending to be legally bound, agree as follows: 1. Noncompetition. (a) For the period beginning on the Effective Date and ending on the * anniversary thereof (the "Restriction Period"), neither Selling Parties nor any subsidiary, sister entity, or parent will, directly or indirectly, either as a partner or owner or in any other capacity: (i) engage in the homebuilding or home sales business within 100 miles of the Las Vegas metropolitan area (a "Competing Business"); (ii) recruit, hire or discuss employment for a Competing Business with any person who is, or within the six month period preceding the date of such activity was, an employee of the Company or Meritage (other than as a result of a general solicitation for employment); or (iii) solicit any customer or supplier of the Company for a Competing Business or otherwise attempt to induce any such customer or supplier to discontinue its relationship with the Company. (b) Selling Parties represent to the Company and Meritage, and Selling Parties acknowledge, that: (i) they are willing and able to engage in a business that is not a Competing Business; (ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties; (iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and (iv) damages cannot compensate the Company in the event of a violation of this Section 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns. Accordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third-party during the period in which the terms of this Section 1 are in effect, each shall promptly disclose to such new enterprise or third-party the terms of this Section 1, and shall cause such enterprise or third-party to maintain such information in confidence. Selling Parties further agree and authorize the Company to notify others, including customers of the Company and any such future enterprise or third-party to which either Zenith or Seller may become 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|> and enforceable. 10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be effective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a waiver of a subsequent breach thereof. 11. Amendments:<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> No amendment or change or modification of this Agreement shall be valid unless it is in writing and signed by both parties. 12. Assignment: Confidant shall not assign this Agreement without first having obtained the prior written consent of City. No assignment of this Agreement shall operate so as to relieve Confidant from any obligation of this Agreement. 13. No Authority: This Agreement shall not create, nor shall it be deemed to create, the relationship of employer and employee, principal and agent, partnership, or joint venture, between City and Confidant. Confidant has no authority whatsoever to make any representation in respect of, enter any commitment on behalf of, or incur any liability for or on behalf of, City, or to bind or purport to bind City to any Third Party in any way whatsoever. 14. Further Acts and Assurances: Each of the parties shall, from time to time, do all acts and things and execute from time to time all such further documents and assurances as may be necessary to carry out and give effect to the terms and conditions 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|>oyees in the performance of the Agreement. Each copy, including its storage media, shall be marked Confidential, and also include all copyright, trademark and other proprietary notices which appear on the original. The Recipient agrees that all Confidential Information, including any copies thereof, shall be returned to NASDAQ OMX or destroyed within ten (10) days of the expiration or other termination of the Project. 5. Notes and other documents referencing or relating to Confidential Information may be made and kept by the Recipient, but shall continue to be governed by this Confidentiality Agreement until they are destroyed. 6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in NASDAQ OMX. 7. The obligation of non-disclosure shall not extend to: (1) information which is then already in the possession of the Recipient and not under a duty of non-disclosure; (2) information which is generally known or revealed to the public other than by breach of this Agreement; (3) information which is revealed to the Recipient by a third party--unless such party is under a duty of non-disclosure; or (4) information which the Recipient develops independently of the disclosure as indicated by files existing at the time of initial disclosure. 8. In the event Recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, Recipient shall provide prompt actual notice to the General Counsel of NASDAQ OMX of such receipt, providing the Corporations with a reasonable opportunity to intervene in the proceeding before the time that Recipient is required to comply with such subpoena or other process. In the event that NASDAQ OMX instructs Recipient not to comply with any portion or all of the process, Recipient shall comply with such instructions and NASDAQ OMX shall indemnify and hold harmless the Recipient from any damages to the extent that Recipient's damages result from its compliance with NASDAQ OMX's instructions. 9. Recipient acknowledges that NASDAQ OMX, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this Confidentiality Agreement in that monetary damages would be inadequate to compensate NASDAQ OMX for such a breach, and that in the event of any material breach or threatened material breach by the Recipient of any such provisions, NASDAQ OMX shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> any actual damages sustained by NASDAQ OMX. If NASDAQ OMX prevails in any action brought to enjoin a material breach or threatened breach of this Confidentiality Agreement, it shall be entitled to reasonable attorney's fees and costs in connection with such legal proceeding. This Confidentiality Agreement shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws. 10. The representations and obligations of the Recipient relative to the Confidential Information shall survive the termination of this Confidentiality Agreement for a period up to three (3) years from the date of the completion or other termination of the Project. 11. This Confidentiality Agreement contains the full and complete understanding of Recipient and NASDAQ OMX with respect to the subject matter and supersedes all prior representations and understandings whether they be oral or written. 12. Recipient and NASDAQ OMX understand and agree that in the event any part, term or provision of this Confidentiality Agreement is held to be invalid or legally unenforceable, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Confidentiality Agreement did not contain the particular part, term, or provision held to be invalid. 13. The persons executing this Confidentiality Agreement warrant that they have the authority to bind NASDAQ OMX and the Recipient to the terms and conditions embodied in this Confidentiality Agreement. Agreed and Accepted: (Recipient) By: Title: Authorized Officer Date: The NASDAQ OMX Group, Inc. (NASDAQ OMX) By: Title: Authorized Officer 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|>ates securities laws prohibit any person who has received from an issuer material, non public information from purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person (including, without limitation, any of your Representatives) is likely to purchase or sell such securities. You hereby agree that neither you nor your Representatives will use or communicate the Evaluation Material in violation of these laws. Return or Destruction of Documents If you determine that you do not wish to proceed with a Transaction or your evaluation thereof, you will promptly advise the Company and Stone Key in writing of that decision. In that case, or in the event that (i) a Transaction is not consummated by you or (ii) at any time the Company so requests, you will promptly (a) deliver to the Company all of the Evaluation Material, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in your possession or in the possession of any of your Representatives or (b) destroy all Evaluation Material in your possession or in the possession of any of your Representatives (such destruction to be certified by you in writing to the Company). Notwithstanding the delivery or destruction of the Evaluation Material, you agree that you and your Representatives shall continue to be bound by your obligations under this Agreement. No Unauthorized Contact Unless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for additional information or Evaluation Material, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures, will be submitted or directed to Stone Key. You further agree not to contact any officers, directors or employees of the Company in connection with a possible Transaction without the prior written consent of the Company. No Obligation, Representation or Warranty This Agreement does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you, but defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed or made available. Under no circumstances will the Company or any of its Representatives be obligated to disclose or make available any information, including, without limitation, any Evaluation Material, which the Company in its sole and absolute discretion determines not to disclose. You understand and acknowledge that none of the Company, Stone Key nor any of their respective Representatives is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or any other information provided to you by or on behalf of the Company. None of the Company. Stone Key nor any of their respective Representatives shall have any liability to you or any other person (including, without limitation, any of your Representatives) resulting from your use of the Evaluation Material, other than as may be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement. You agree that the Company will not be under any legal obligation of any kind whatsoever with respect to any Transaction by virtue of (x) this Agreement or (y) any written or oral expression or communication with respect to any Transaction by any of the Company’s Representatives except, in the case of this Agreement, for the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> matters specifically agreed to herein. You further acknowledge and agree that (i) the Company shall be free to conduct the process for a Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other person and entering into a definitive agreement without prior notice to you or any other person); (ii) any of the procedures relating to a Transaction may be changed at any time without notice to you or any other person; (iii) the Company shall have the right to reject or accept any potential proposal, offer or participant therein, for any or no reason whatsoever, in its sole discretion; and (iv) neither you nor any of your Representatives currently have any claim whatsoever against the Company, Stone Key or any of their respective Representatives arising out of or relating to a Transaction based on this Agreement or otherwise. Acting as Principal You represent and warrant that you are acting as a principal in any possible Transaction and are not represented by any broker or similar party. Legal Remedy You acknowledge that money damages and remedies at law will be inadequate to protect the Company against any actual or threatened breach of this Agreement by you or by your Representatives and, without prejudice to any rights and remedies otherwise available to the Company, you agree to the granting of specific performance, injunctive relief and other equitable remedies in the Company’s favor without proof of actual damages, and you further agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of any breach of this Agreement by you or your Representatives, you agree to reimburse the Company promptly upon demand for all out-of-pocket costs and expenses incurred by it in the enforcement of its rights hereunder (including, without limitation, reasonable fees and disbursements of counsel). Governing Law The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles. You irrevocably (i) submit to the jurisdiction of any court of the State of New York or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby (each a “Proceeding”) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above shall be effective service of process for any action, suit or proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding, and (v) agree not to commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum. No Waiver No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. Successors and Assigns This Agreement shall<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>APPENDIX C – SAMPLE NON-DISCLOSURE AGREEMENT NON-DISCLOSURE AGREEMENT To register, please complete and return this Non-Disclosure Agreement by fax: (204) 949-1178 to: TO: The City of Winnipeg Attn: Contracts Officer REFERENCE: Request for Proposal No. 426-2017 REQUEST FOR PROPOSAL FOR PROFESSIONAL CONSULTING SERVICES FOR EVALUATION STUDY OF WASTEWATER SCADA COMMUNICATIONS SYSTEM (the “RFP”) In consideration of receiving Confidential Information from the City of Winnipeg and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (insert name of legal name of counterparty) (the “Confidant”) agrees as follows: 1. Definitions: In this Agreement the following terms shall have the following meanings: a) “Agreement” means this agreement. b) “Confidant” means the Person named as such above. c) “Confidential Information” means any and all information, regardless of form, format or medium (including without limitation visual or oral information), of, related to, concerning, or resulting from, the City, the RFP and/or the Permitted Use, which comes into the possession or knowledge of the Confidant, including, without limitation, the RFP, documents, business information, know how, data, trade secrets, processes, designs, communications, materials, drawings, diagrams, computer programs, concepts, and an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y and all copies, reproductions, modifications, and derivative works. d) “Effective Date” is the day and date last below written. e) “City” means The City of Winnipeg. f) “Permitted Use” means private evaluation by the Confidant solely for the purpose of preparing a submission(s) to City in response to the RFP, and for no other purpose whatsoever. g) “Person” shall be broadly interpreted to include, without limitation, any corporation, partnership, other entity, or individual. h) “Third Party” means any Person other than City or Confidant. 2. Access/Use of Confidential Information: Subject to the terms and conditions of this Agreement, Confidant may use the Confidential Information only for the Permitted Use and for no other purpose whatsoever. Confidant acknowledges and agrees that City reserves the full independent right to modify the scope and content of Confidential Information available for access and/or use hereunder at any time and with<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 may be used only to the extent reasonably required for the purposes of evaluating, producing or carrying out the Transaction; provided however, that Recipients may only disclose the Confidential Information to those of its contractors, vendors, directors, officers, advisors, agents and employees ("Representatives") who need to know such Confidential Information for the purpose of evaluating, performi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng or carrying out or producing the Transaction and who shall be bound by a written agreement or other legally enforceable written obligations to preserve the confidentiality of the Confidential Information in a manner consistent with 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|>CONFIDENTIALITY, NON-DISCLOSURE & APPROPRIATE USE AGREEMENT FAU has a legal responsibility to safeguard the confidentiality and security of our patients’ protected health information (“PHI”) as well as operational, proprietary, and student and employee information (collectively “FAU Confidential Information”). This information may include, but is not limited to, patient health records, as well as information regarding human resources, payroll, fiscal matters, research, and strategic planning, and may exist in any form, including electronic, video, spoken, or written. This Agreement applies to all members of the workforce, including but not limited to, employees, volunteers, students, faculty, physicians, and third parties, whether temporary or permanent, paid or not paid, visiting, or designated as affiliates or associates, who are employed by, contracted with, or under the direct control of FAU. This Agreement also applies to all users who are granted access to FAU-issued computing and technology resources (e.g., desktops, laptops, tablets, mobile phones, printers, etc.), application systems or access to the FAU network, whether the user is affiliated with FAU or not, and whether access to or use of the information systems occurs locally or from remote locations. I hereby agree as follows: I will maintain patient privacy and protect and safeguard the confidentiality and security of PHI and FAU Confidential Information in accordance with Florida and federal laws and FAU policies and procedures. I understand that access to health information created, received, or maintained by FAU or its affiliates is limited to those who have a valid business, medical, or professional need to know the information. I understand that FAU has implemented administrative, technical, and physical safeguards to protect the confidentiality and security of PHI, and I agree not to bypass or disable these safeguards. I will not disclose any PHI to any individual or third party, except as specifically authorized by FAU policies and procedures, and upon receiving a written authorization from the patient (unless otherwise required by applicable law), and then only on a need-to-know basis. I will not use any PHI in an inappropriate, unethical, detrimental or unauthorized manner. I will not discuss any information regarding FAU or patients in an area where unauthorized individuals may overhear such information, including waiting rooms, hallways, elevators and other public areas. I understand that it is strictly prohibited to discuss any FAU Confidential Information or PHI in public areas even if a patient’s name is not used. I understand that I will be given a unique User ID and password to access electronic health, operational, proprietary, student or employee or other confidential information. I understand that my User ID and password are confidential, may only be used by me, that I am responsible for safekeeping my password, that I am also responsible for any activity initiated by my User ID and password, and that in certain circumstances my User ID and password may be equivalent to my legal signature. If I suspect that my User ID or password has been compromised, I should immediately contact FAU’s Office of Information Technology (“FAU OIT”). I have no expectation of privacy when using FAU information systems. FAU shall have the right to record, audit, log, and/or monitor access to or use of its information systems that is attributed to my User ID. I agree to practice good workstation security measures on any computing device that uses or accesses a FAU information system. Good security measures include, but are not limi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ted to, maintaining physical security of electronic devices, never leaving a device unattended while in use, and adequately shielding the screen from unauthorized viewing by others. I understand that only encrypted and password protected devices may be used to transport PHI or other Restricted Data (defined below). I understand that smartphones and other mobile devices used to access FAU information systems must be configured to encrypt any Restricted or Sensitive Data (defined below), including photographs and videos, in persistent storage. I understand that I may access and/or use FAU Confidential Information, Restricted Data and Sensitive Data only as necessary to perform my job-related duties and that I may disclose (i.e., share) FAU Confidential Information, Restricted Data, and/or Sensitive Data only to authorized individuals with a need to know that information in connection with the performance of their job functions or professional duties. 1. Restricted Data: Data in any format collected, developed, maintained, or managed by or on behalf of FAU, or within the scope of FAU’s<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> and evaluation of information, and reporting purposes. VENDOR will use a secure database for managing and sharing routing data. The Database will meet government data management and security protocols and will incorporate security features within the platform to ensure privacy and confidentiality is maintained while providing the Parties the key information they require to understand impact. The VENDOR, its employees and/or representatives shall be responsible for transmitting all data or other record of all data requested and received pursuant to the Agreement, including confirmation of the return or destruction of data as described herein. Reasonable security precautions and protections include, but are not limited to: a) Creating, distributing, and implementing data governance policies and procedures which protect Confidential Information through appropriate administrative, technical, and physical security safeguards, and outline staff responsibilities for maintaining data security. b) Potentially encrypting all Confidential Information carried on mobile/ computers/electronic/devices. c) Potentially encrypting Confidential Information before it is transmitted electronically. d) Requiring that users be uniquely identified and authenticated before accessing Confidential Information. e) Establishing and enforcing well-defined data privilege rights which restrict users’ access to the Confidential Information necessary for them to perform their job functions. f) Ensuring that all persons accessing Confidential Information sign a confidentiality agreement, and maintaining copies of signed agreements. g) Securing access to any physical areas/electronic devices where sensitive data are stored. h) Installing a firewall to permit or deny network transmissions based upon a set of rules. i) Installing anti-virus software to protect the network. 2. Nondisclosure. Nothing in this Agreement may be construed to allow any Party to maintain, use, disclose, or share Confidential Information in a manner not allowed under federal or state law or regulation, or outside the scope of this agreement. Authorized vendors shall strictly comply with all federal and state laws that apply to the use and release of Confidential Information, including <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>but not limited to FERPA and its regulations, set forth at 34 C.F.R. § 99. VENDOR, its employees and/or representatives, shall use the Confidential Information and routing data solely in connection with performance by VENDOR of the services provided to BPS as outline by this agreement and pursuant to the Challenge Document and for no other purpose. Neither VENDOR nor any of its employees and/or representatives, shall sell, release, transfer, reprint, duplicate, recreate, disclose or permit the disclosure to any other person or entity of any of the Confidential Information or of any files, compilation, study, report or analysis or data base containing, based on or derived from the Confidential Information without the express written consent of BPS, and in full compliance with applicable state and federal privacy laws. VENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, its employees and/or representatives for any notifications to affected persons (after prompt consultation with BPS), and to the extent requested by BPS, administratively responsible for such notification. VENDOR shall protect the Confidential Information and shall not permit the release of such information to parties other than BPS officials and their authorized agents. 3. Background Checks: VENDOR, its employees and/or representatives, acknowledge that BPS reserves the right to conduct an appropriate background check on any and all participants with access to the Confidential Information pursuant to this agreement. 4. Disclosure Sought Under Legal Process. VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires: Name: William Eger Title: Strategic Projects Manager Email: weger@bostonpublicschools.org Phone Number: 914-523-9675 Office Location: Bolling Building 2300 Washington Street Roxbury, MA 02119 6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, rep<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ial Information shall be promptly returned to the Disclosing Party upon request. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for a Party and all Confidential Information that is oral will be kept by a Party subject to the terms of this Agreement or destroyed. Neither the Party nor its Reviewing Representatives shall use the Confidential I<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation for any purpose whatsoever except for the purpose of executing the Reviewing Party’s Transmission Functions. Once the Party no longer requires the use of such information for the purpose of performing its Transmission Functions, the Confidential Information shall be returned or destroyed in accordance with this Agreement. 9. Identification of Confidential Information. Confidential Information that is in writing or other tangible form (including electronic form) shall be subject to this Agreement only if it is clearly marked as "Confidential" when disclosed by the Disclosing Party to a Party. Confidential Information that is provided orally shall be subject to this Agreement only if its confidential nature is announced at the time of disclosure and an outline of the scope of the information provided is reduced to writing, with a copy provided to the Party within ten (10) calendar days of oral disclosure of the information. Inadvertent failure to mark Confidential Information as “Confidential” at the time it is disclosed shall not be deemed a waiver by the Disclosing Party of the protections of this Agreement provided that such Confidential Information is identified and marked "Confidential" promptly upon the discovery of its inadvertent disclosure. Confidential Information excludes any information that: (i) the Disclosing Party has not specifically notified the Party is confidential; (ii) becomes available to the Party or the Reviewing Representative on a non-confidential basis from a source other than: (a) the Disclosing Party, or other person acting on behalf of the Disclosing Party; or (b) a Party who has confidentiality obligations to the Disclosing Party; (iii) is or becomes generally available to the public other than as a result of a disclosure by the Party or its Reviewing Representatives; (iv) was previously known to the Party or its Reviewing Representative free and clear of any obligation to keep it confidential; (v) is disclosed to third parties by the Disclosing Party without restriction or obligation of confidentiality; (vi) is developed independently by the Party as evidenced by documentation made in the ordinary course of business by the Party; or (vii) the Disclosing Party notifies the Party that such information is no longer Confidential Information. 10. Term of Agreement. This Agreement shall remain in effect unless and until terminated by the Parties. The obligations of the Parties under this Agreement shall continue and survive the Transmission Functions for which the Confidential Information was disclosed and shall remain binding under this Agreement unless disclosure is permitted under Section 8 or required by Law or Authority. Nothing herein shall be construed to limit the term of protection of Confidential Information otherwise protected by Law or Authority. 11. Disclaimer of Warranties. Each Party hereby disclaims and does not make any express or implied representation or warranty concerning the accuracy or completeness of Confidential Information and no Disclosing Party shall have liability to the Party for the Party’s use of Confidential Information of the Disclosing Party. In addition, nothing in <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this CNDA, or any of the transactions contemplated herein. 3.10 No Implied Waiver The failure by any Party at any time to require performance by the other Party of any provision of this CNDA shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of any breach of any provision of this CNDA constitute a waiver of any succeeding breach of the same 3.11 Residuals Notwithstanding the confidentiality obligations contained in Article 2 hereof, the receiving party may, during and after the term hereof, use in its business any Residual Information. “Residual Information” means the ideas, know-how and techniques that would be retained in the unaided memory of an <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party, as a result of such person’s access to, use, review, evaluation, or testing of the Confidential Information of the disclosing party for the purposes described herein. An employee's memory is unaided if the employee has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing it. Nothing in this paragraph, however, shall be deemed to grant to the receiving party a license under the disclosing party’s intellectual property rights 3.12 No Implied Partnership This CNDA is intended to provide for the protection of the Confidential Information from unauthorized disclosure and use, and does not constitute an agreement to cooperate in a joint venture, partnership, or other arrangement, or for CP to retain Supplier in respect of any particular project. Additionally, nothing in this CNDA constitutes a warranty by the Disclosing Party of the accuracy of any Confidential Information. 3.13 Language Laws The parties have requested and agreed that these terms and conditions be drafted in the English language. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement. In Witness whereof the parties have executed this Confidentiality and Non-Disclosure Agreement by its respective duly appointed officer. CANADIAN PACIFIC RAILWAY COMPANY [INSERT SUPPLIER’S LEGAL NAME] Per: Per: 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|>Exhibit 10.24 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This agreement, made as of January 28, 2014 (the “Effective date”), between Vapotherm, Inc. (“Vapotherm”), a corporation located at 22 Industrial Drive, Exeter, NH 03833 and organized under the laws of Delaware, and John Coolidge, located at xxx (the “Receiving Party”). WHEREAS Vapotherm is in the business of developing medical device technology (the “Technology”), and Vapotherm wishes to preserve the secrecy of that Technology. WHEREAS Vapotherm desires to provide Confidential Information to Receiving Party for the specific purposes identified herein, and Receiving Party desires to obtain and evaluate such Confidential Information from Vapot<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>herm for the specific purposes identified herein. NOW THEREFORE, in consideration of mutual covenants and mutual promises set forth herein, the parties hereto agree as follows: 1. Definition. “Confidential Information” shall, mean all intellectual property, business plans, financial records and strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures. “Confidential Information” shall not include: a. Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by Vapotherm; b. Information known to Receiving Party prior to its disclosure by Vapotherm, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date the Confidential Information is disclosed by Vapotherm; c. Information that becomes part of the public domain after the date of disclosure by Vapotherm through no fault of Receiving Party; d. Information that is disclosed by a third party to Receiving Party after the date of disclosure by Vapotherm, where the third party did not require Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from Vapotherm. 2. Purpose. Vapotherm agrees to disclose the Confidential Information only for the following specific purpose (‘Permitted Purpose”): 3. Nondisclosure. The Receiving Party agrees that, in consideration of access to the Confidential Information, it shall hold such Confidential Information in strict confidence and shall take all measures necessary to prevent the Confidential Information from falling into the public domain or into the possession of the persons not bound to this Agreement. The Receiving Party further agrees: a. To use Confidential Information for the Permitted Purpose; b. Not to disclose Confidential Information to any other entity, except as expressly authorized in writing by Vapotherm; c. Not to use Confidential Information in such a way as to hinder, interfere with, or in any way circumvent Vapotherm’s interest in the Technology, or consulting or business relations between and among Vapotherm and third parties; d. Not to copy Confidential Information in whole or in part, without the express written permission of Vapotherm; e. To return Confidential Information, including all copies and records thereof, to Vapotherm, at the Receiving Party’s expense, within five (5)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>or advisers unless otherwise instructed; and 1.3.2 shall not discuss with any of our suppliers, customers or sub-contractors, or with any of our officers, employees, agents or advisers, your possible interest in the Business or any aspects of its business or trading relationships; 1.4 shall not make any announcement or any disclosure, or otherwise publicise, your possible interest in the Business, or of any negotiations with respect thereto; 1.5 shall procure that your employees, agents and advisers, or any other party acting on your instructions to whom disclosure of Confidential Information is to be made, agree before such disclosure to be bound by the terms of this letter as if they were parties hereto; 1.6 shall, immediately upon written request from us, or without such request if you cease to be interested in purchasing the Business, return to us all written Confidential Information and expunge any Confidential Information from any computer, word processor or other similar device in your possession or under your custody or control, without keeping any copies, extracts or other reproductions thereof, and either return to us or destroy (such destruction to be certified in writing by you or a senior employee of yours who has supervised such destruction) all notes and memoranda prepared by you, your employees, agents or advisers, and any copies thereof relating to any of the Confidential Information or the negotiations concerning the proposed sale of the Business; 1.7 shall not, and shall procure that any associated company of yours shall not, employ, seek to employ, or solicit any person employed by us or the Business or who holds or otherwise has access to Confidential Information either at the date of this Agreement or at any time during negotiations for the sale of the Business or during the period of twelve months from the date of this Agreement. 2. ACKNOWLEDGEMENT AND CONFIRMATION You acknowledge and confirm as follows: 2.1 that you are acting as a principal on your own account and not with a view to the resale of the Business; and 2.2 you agree that our rights under this Agreement may be assigned in whole or in part to any purchaser of the Business, which may enforce this Agreement to the same extent and in the same manner as we can enforce it; 2.3 no failure or delay by us in exercising any of our rights, powers, or privileges, nor any single or partial exercise thereof, shall preclude any further exercise of them; 2.4 the provisions of this Agreement shall continue in effect notwithstanding any decision not to proceed with any possible transaction relating to the Business or any return or destruction of the Confidential Information. 2.5 This agreement shall expire two years from the date of execution. Any agreement created by acceptance of this Confidential Information shall be governed by and construed in accordance with the laws of (Enter State) and you hereby submit to the exclusive jurisdiction of the Courts of (Enter State) in relation thereto. If the party to this agreement is a company the person signing this agreement on behalf of the company hereby agrees in consideration of the information being provided to the company at their request to personally guarantee the performance of the company of its obligations hereunder which guarantee shall be a primary obligation. Please indicate your acceptance of the above by signing in the space provided below. SIGNED FOR AND ON BEHALF OF THE VENDOR: Name: Signed: Date: SIGNED FOR AND ON BEHALF OF THE RECIPIENT: Name: Signed Witness: Title: Name: Signed Witness: Title: Company: Address: Date: PLEASE NOTE: It is the recipients responsibility to return the Confidential Information Memorandum to Mergers & Acquisitions as pe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r Paragraph 1.6.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> data as proprietary at the time of disclosure, and (b) such orally disclosed data is subsequently reduced to writing, marked with an appropriate stamp or legend and provided in writing as Confidential Information pursuant to Article 2 within ten (10) days of such oral disclosures. 2. Confidential Information disclosed hereunder is intended to be used for the purpose of discussing the following general business opportunities: (the “Purpose”). 3. The Recipient shall protect such Confidential Information from disclosure to others, using the same degree of c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>are used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Recipient may disclose Confidential Information received hereunder to (i) its Affiliates, to its employees and agents, and its Affiliates’ employees and agents, who have a need to know the Confidential Information, and who agree to protect the Confidential Information from unauthorized use and disclosure. Confidential Information shall be used solely for the Purpose and shall not otherwise be disclosed to any third party without the prior written consent of the Owner. 4. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information, which is: (a) in the public domain as of the date of this Agreement or which later comes into the domain from a source other than the Recipient; (b) in the Recipient’s possession free of any obligation of confidence at the time of Owner’s communication thereof to the Recipient; (c) developed by the Recipient independently of and without reference to any of the Owner’s Confidential Information or other information that the Owner disclosed in confidence to any third party and there is tangible evidence to support such independent development; (d) rightfully obtained by the Recipient from third parties authorized to make such disclosure without restriction; or (e) approved for release by prior written authorization of the Owner. 5. In the event the Recipient is required by law, regulation or court order to disclose any of the Owner’s Confidential Information, the Recipient will promptly notify the Owner in writing prior to making any such disclosure in order to facilitate seeking a protective order by the Owner or other appropriate remedy from the proper authority. The Recipient agrees to cooperate with the Owner in seeking such order or other remedy. The Recipient further agrees that if the Owner is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which it is legally required, and it will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. 6. All Confidential Information disclosed under this Agreement (including without limitation, information in computer software or held in electronic storage media) shall be and remain the property of the Owner. All such Confidential Information in tangible form shall be returned to the Owner promptly upon written request or the termination or expiration of this Agreement, and shall not thereafter be retained in any form by the Recipient, its Affiliates, or any employees or independent contractors of the Recipient or its Affiliates. The Recipient shall also certify to the Owner the timely destruction of all copies of Confidential Information and all notes and memoranda, in whatever form maintained, incorporating any Confidential Information. The Parties’ representatives primarily responsible for coordinating disclosure and receipt of Confidential Information and further responsible for destruction and/or return of Confidential Information, upon termination of this Agreement are: If to Amphenol: Name: Title: Address: Telephone: Facsimile: If to: Name: Title: Address: Telephone: Facsimile: Any notice required or contemplated by this Agreement shall be given in writing to the individuals whose names are set forth above either via hand delivery or by confirmed facsimile transmissio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fer irreparable harm and will be entitled to specific performance and/or injunctive relief to enforce the terms of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to any other remedies to which the Company may be entitled at law or in equity. 6. This Agreement may not be amended, changed, waived, discharged, or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing that refers specifically to this Agreement and that is signed by the Party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. The waiver by any Party of any breach of this Agreement will not be deemed or construed as a waiver of any other breach of this Agreement, whether prior, subsequent, or contemporaneous. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. 7. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, beneficiaries, successors, and assigns. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. 9. This Agreement may be executed in multiple counterparts by any of the signatories hereto and as so executed shall constitute one agreement. 10. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, and supersedes all prior agreements and understandings, written and oral, between the Parties with regard to the subject matter hereof. 11. This A<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>greement will be deemed to have been mutually prepared by the Parties and will not be construed against either of them by reason of authorship.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 face thereof or by an accompanying written statement; (ii) in the case of visual information, such Information shall be identified as confidential at the time of disclosure or as soon thereafter as is reasonably practicable; and (iii) with respect to oral information, such information shall be reduced to written or language form, marked as confidential with an appropriate legend, marking, stamp, or positive written identification, and transmitted to the Receiving Party within thirty (30) days following the oral disclosure. The term “Confidential Information” does not include information (i) which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or anyone to whom the Receiving Party transmits any Information, (ii) which is or becomes known or available to the Receiving Party on a non-confidential basis and not in contravention of applicable law from a source (other than the Disclosing Party) which has represented to the Receiving Party (which the Receiving Party has no reason to disbelieve after due inquiry) that it is entitled to disclose it to the Receiving Party on such basis or (iii) which a Receiving Party can prove (1) was lawfully in its possession at the time of disclosure by the Disclosing Party or (2) was developed by the Receiving Party independently of any Information received from the Disclosing Party and without otherwise violating any of the terms of this Agreement. (c) “Disclosing Party” means a Party and/or its Affiliates and their respective Representatives that furnishes specified Confidential Information to the other Party and/or its Affiliates and Representatives. (d) “Person” shall mean any natural person; corporation, firm, body corporate, joint venture, general partnership, limited partnership, union, association, or other similar legal business entity; court, agency, government, tribunal, instrumentality, commission, arbitrator, board, bureau, or other entity or authority. (e) “Receiving Party” means a Party and/or its Affiliates and their respective Representatives that receives or otherwise obtains specified Confidential Information from a Disclosing Party. (f) “Representatives” means all Persons acting on behalf of a specified Party or its Affiliates, including without limitation, its directors, officers, lenders, employees, agents, representatives, financial advisors, attorneys, accountants, consultants, reserve and valuation and other experts. 2. Use of Confidential Informatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n; Confidentiality. (a) Each Receiving Party shall keep all Confidential Information it receives or obtains from a Disclosing Party confidential and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information, in whole or in 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|>er parties that may be similar to Disclosing Party’s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop products, or have products developed for it that compete with the products, systems or services contemplated by Disclosing Party’s Confidential Information. 4. WARRANTIES NOR REPRESENTATIONS 4.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, IN RELATION TO ITS CONFIDENTIAL INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE CONFIDENTIAL INFORMATION FOR A PARTICULAR PURPOSE. 5. UNAUTHORIZED DISCLOSURE OR USE 5.1. Each party agrees to advise the other party promptly in writing of any unauthorized misappropriation, disclosure or use by any person of the other party’s Confidential Information which may come to its attention and to take all steps reasonably requested by the disclosing party to limit, stop or otherwise remedy such misappropriation, disclosure or use. 5.2. The unauthorized disclosure or use of any Confidential I<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation may cause immediate and irreparable injury to the Disclosing Party which could not be adequately compensated by monetary damages. Each party therefore authorizes the other party to seek any temporary or permanent injunctive relief necessary to prevent such disclosure or use, or threat of disclosure or use. 6. TERM ; TERMINATION ; EFFECTS OF TERMINATION 6.1. This Agreement shall become effective on the Effective Date stated above. This Agreement shall continue in force for three (3) years unless earlier terminated in accordance with Section 6.2. 6.2. Each party may terminate this Agreement at any time, for any reason or no reason, by serving at least fifteen (15) days prior written notice to the other party. 6.3. Upon expiration or termination of this Agreement the Receiving Party's right to use the Disclosing Party’s Confidential Information ceases and the Receiving Party must, upon the Disclosing Party’s request and at the Receiving Party’s expense, promptly return to the Disclosing Party or permanently destroy all of the Disclosing Party’s Confidential Information in its power, possession or control. Having acknowledged that it, particularly within a networked environment, 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|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT GOVERNING THE INSPECTION OF STOCKHOLDER LIST This Confidentiality and Non-Disclosure Agreement Governing the Inspection of Stockholder List (the “Agreement”) is entered into between Patriot Scientific Corporation (the “Company”), and the “Stockholder”. The Company and the Stockholder are each individually referred to herein as a “Party” and are collectively referred to as the “Parties.” WHEREAS, on or about April 30, 2015, the Stockholder made a demand (the “Demand”) to inspect the stockholder list of the Company; WHEREAS, pursuant to the Demand and subject to the Stockholder executing this Agreement, the Company has agreed to allow the Stockholder to inspect the stockholder list (which, together with information or analyses derived from information made available for inspection, is referred to as the “Confidential Material”); WHEREAS, the Company believes that stockholder list contains confidential information; IT IS HEREBY AGREED, by and between the Parties, this 30th day of April 2015, as follows: 1. Stockholder agrees that the Confidential Material is being produced to them only for purposes reasonably related to Stockholder’s interests as a stockholder of the Company and that Stockholder shall not utilize Confidential Material, any other information produced by the Company or anything derived from Confidential Material or derived from any other information produced by the Company for any other purpose. 2. The Stockholder will not disclose, publish, or communicate Confidential Material to any person or entity in any form (written, oral, electronic or through any other medium), either directly or indirectly, except as provided in this Confidentiality Agreement to end; provided that in no event shall stockholder, directly or indirectly, publically disclose, publish or communicate names, addresses, holdings of any other stockholder. 3. If the Stockholder is required (by interrogatory, subpoena, civil investigatory demand, or any similar process relating to any legal proceeding, investigation, hearing, or otherwise) to disclose in any manner any Confidential Material, the Stockholder will provide the Company with prompt notice (i.e., within 2 business days of receipt of such interrogatory, subpoena, demand, or any similar process), so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement in the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, the Stockholder may furnish only such Confidential Material as they are advised is legally required and must exercise their best efforts to obtain assurance that confidential treatment will be accorded t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o any Confidential Material. 4. Each Party who receives Confidential Material pursuant to this Agreement agrees to submit to the exclusive jurisdiction of the Delaware Court of Chancery in any action to enforce any provision of, or based on any right or claim arising out of, this Agreement including any action to determine any dispute as to the confidentiality of any information or document produced by the Company. Each Party hereby expressly waives any and all objections such Party may have to personal jurisdiction or to venue, including without limitation the inconvenience of such forum, in the Court of Chancery. 5. Each Party agrees that the Company does not have an adequate remedy at law in the event of a breach of this Agreement by the Stockholder. The Parties further agree that, in the event of a breach of this Agreement by the Stockholder, the Company will suffer irreparable harm and will be entitled to specific performance and/or injunctive relief to enforce the terms of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to any other remedies to which the Company may be entitled at law or in equity. 6. This Agreement may not be amended, changed, waived, discharged, or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing that refers specifically to this Agreement and that is signed by the Party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. The waiver by any Party of any breach of this Agreement will not be deemed or construed as a waiver of any other breach 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|>all promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company. Notwithstanding the return or destruction of the Evaluation Materials, you and your representatives will continue to be bound by your obligations pursuant to this Agreement. NO UNAUTHORIZED CONTACT OR SOLICITATION During the course of your evaluation, you agree that all inquiries and other communications are to be made directly to CSFB or employees or representatives of the Company specified by CSFB. Without the Company's prior written consent, the persons who are involved in the possible transaction will not for a period of two years from the date of this Agreement directly or indirectly solicit for employment any person who is now employed by the Company (or whose activities are dedicated to the Company) in an executive or management level position or otherwise considered by the Company to be a key employee. STANDSTILL You agree that until one year from the date of this Agreement, you 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. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> NO REPRESENTATION OR WARRANTY Although the Company and CSFB have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives, except as may be set forth in a definitive sale agreement. Only those representations or warranties that are made in a definitive agreement relating to 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. You also acknowledge and agree that no contract or agreement providing for a Possible Transaction shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to a Possible Transaction has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "Sale 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|>g party fails to waive compliance with the relevant provisions of this Agreement, the receiving party agrees that it will, and will direct its Associates to, disclose only that Confidential Information of the disclosing party which its counsel advises is legally required to be disclosed and will exercise commercially reasonable efforts, and will direct its Associates to exercise their commercially reasonable efforts, at the request and expense of the disclosing party, to cooperate with the disclosing party in its efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information which is so disclosed. 4. No License Granted. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into, and the undertaking of or the advising with respect to, a Transaction. 5. No Representation of Accuracy.· Each party acknowledges that neither the other party nor any of its Associates <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>has made any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information made available by the other party or its Associates. Each party agrees that, except as set forth in a definitive agreement executed by the parties, neither party nor any of its Associates shall have any liability to the other party or to any of its Associates relating to or resulting from the use of such other party’s Confidential Information or any errors therein m omissions therefrom. Only those representations or warranties made in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 6. Definitive Agreements. Each party acknowledges and agrees that other than with respect to the matters specifically set forth herein, no contract or agreement providing a Transaction shall be deemed to exist between the parties unless and until a definitive agreement has been executed and delivered. The parties further agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Associates with regard to a Transaction and to terminate discussions or negotiations at any time. 7. Similar Products. Each disclosing party acknowledges that the receiving party or its Associates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the disclosing party’s Confidential Information. Nothing in this Agreement will prohibit the receiving party or its Associates from developing, manufacturing, marketing, selling, servicing or supporting or having developed, manufactured, marketed, sold, serviced or supported for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the disclosing party’s Confidential Information, provided that the receiving party and its Associates do not use any of the disclosing party’s Confidential Information in connection with such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates. 8. Residuals. The receiving party’s employees may use any Residuals for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property r<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>udes the CNDA by reference to its URL; and C. CPR and Supplier agree to protect each of its respective Confidential Information, as defined hereunder, and both parties agree that disclosure and use of the other party’s Confidential Information shall be subject to the terms and conditions of this CNDA. NOW THEREFORE, in consideration of the mutual premises and the covenants and agreements set forth in this CNDA and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.01 Definitions Definitions can be found at URL: http://www.cpr.ca/en/about-cp/selling-to-cp/information-technology/definitions 1.02 Interpretation For all purposes of this CNDA, except as otherwise expressly provided or unless the context otherwise requires: (a) all references in this CNDA to designated sections, paragraphs or other subdivisions are to the designated sections, paragraphs or other subdivisions of this CNDA; (b) within the CNDA the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this CNDA as a whole and not to any particular section, paragraph or other subdivision; (c) the headings used herein are for convenience only and do not form a part of this CNDA, nor are they intended to interpret, define or limit the scope, extent or intent of this CNDA or any of its provisions; (d) the word “including” when following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to any entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and (f) words importing gender include all genders and words importing the singular include the plural and vice versa. ARTICLE 2- CONFIDENTIAL INFORMATION 2.01 Confidential Information "Confidential Information" means, subject to section 2.02 below any additional information requested by the Supplier and provided by CPR, or any information supplied by either party that is clearly marked “Confidential” or clearly intended to be disclosed in confidence. 2.02 Not Confidential Information The following shall not, for the purposes of this CNDA, constitute Confidential Information: (a) information relating to the Disclosing Party that is obtained or was previously obtained by the Receiving Party from a third Person who, insofar as is known to the Receiving Party after reasonable inquiry, is not obligated to ke<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ep such information confidential; (b) information already known to the Receiving Party at the time of disclosure, as shown by prior written evidence or other evidence satisfactory to the Disclosing Party; (c) information that is or becomes generally available to the public other than as a result of disclosure by the Receiving Party’s violation of this CNDA; and (d) information that the Disclosing Party authorizes the Receiving Party to disclose. 2.03 Kept in Confidence The Receiving Party agrees to use the same degree of care to prevent disclosure of the Confidential Information received by it as the Receiving Party uses to prevent disclosure of its own confidential information, but in no case less than a reasonable degree of care. In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship. 2.04 No Benefit, Restricted Use The Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose. The Receiving Party agrees not to appropriate for his or her own use or exploit in any way whatsoever any of the Confidential Information disclosed to it by the Disclosing Party. 2.05 No Disclosure Except as set forth in Section 2.06, the Receiving Party shall not disclose any of the Confidential Information or other facts directly related to the Confidential Information to any Person other than its Representatives who have a need to know such Confidential Information and who have been informed of the confidential nature of the Confidential Information. The Receiving Party will also ensure that its Representatives comply with the terms of this CNDA. 2.06 Disclosure Required by Law The Receiving Party will not disclose to any Person the Confidential Information or other facts directly related to the Confidential Information unless, in the reasonable opinion of the Receiving Party’s legal counsel, disclosure is required by legal process or regulatory demands, in which event the Receiving Party will, prior to such disclosure, promptly provide the Disclosing Party with written notice of the intended disclosure so that the Disclosing Party may seek a protective order or other appropriate protection. 2.07 Return of Confidential Information Upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, and promptly destroy or erase all notes, memoranda and other material prepared by the Receiving Party which reflect, interpret, evaluate, include or are derived from any Confidential Information and the Receiving Party shall certify such destruction in writing to the Disclosing Party. 2.08 Responsibility for Others The Receiving Party agrees that it shall be responsible for any breach of this CNDA by any of its Representatives. ARTICLE 3 - GENERAL PROVISIONS 3.01 Remedies The Receiving Party acknowledges and agrees that it has entered into this CNDA on the understanding that any breach hereof by it will cause the Disclosing Party irreparable harm and expressly agrees that, in addition to all other remedies that the Disclosing Party may be entitled to as a matter of law, the Disclosing Party shall be entitled to specific performance and any form of equitable relief to enforce the provisio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ted to, maintaining physical security of electronic devices, never leaving a device unattended while in use, and adequately shielding the screen from unauthorized viewing by others. I understand that only encrypted and password protected devices may be used to transport PHI or other Restricted Data (defined below). I understand that smartphones and other mobile devices used to access FAU information systems must be configured to encrypt any Restricted or Sensitive Data (defined below), including photographs and videos, in persistent storage. I understand that I may access and/or use FAU Confidential Information, Restricted Data and Sensitive Data only as necessary to perform my job-related duties and that I may disclose (i.e., share) FAU Confidential Information, Restricted Data, and/or Sensitive Data only to authorized individuals with a need to know that information in connection with the performance of their job functions or professional duties. 1. Restricted Data: Data in any format collected, developed, maintained, or managed by or on behalf of FAU, or within the scope of FAU’s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> activities, that are subject to specific protections under federal or state law or regulations or under applicable contracts (e.g., medical records, Social Security numbers, credit card numbers, Florida driver licenses, and export controlled data). 2. Sensitive Data: Data whose loss or unauthorized disclosure would impair the functions of FAU, cause significant financial or reputational loss, or lead to likely legal liability (e.g., financial information, salary information, policies, research work in progress, and copyrighted or trademarked material). I understand that upon termination of my employment/affiliation/association with FAU, I will immediately return or destroy, as appropriate, any FAU Confidential Information, Restricted Data and Sensitive Data in my possession. I understand that my confidentiality obligations under this Agreement will continue after the termination of this Agreement and after termination of my employment, affiliation or association with FAU. I agree to immediately report any known or suspected violation of the confidentiality or security of PHI of patients of FAU to FAU’s Chief Compliance Officer. I understand that violations of this Agreement may result in revocation of my user privileges and/or disciplinary action, up to and including termination of my employment, affiliation or association with FAU, and that FAU may seek any civil or criminal recourse and/or equitable relief. ☐ By signing or by entering my name and other identifying information on this Agreement, I acknowledge that I have read this Agreement and agree to comply with all of the terms and conditions state<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>scontinue its relationship with the Company. (b) Selling Parties represent to the Company and Meritage, and Selling Parties acknowledge, that: (i) they are willing and able to engage in a business that is not a Competing Business; (ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties; (iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and (iv) damages cannot compensate the Company in the event of a violation of this Section 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns. Ac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third-party during the period in which the terms of this Section 1 are in effect, each shall promptly disclose to such new enterprise or third-party the terms of this Section 1, and shall cause such enterprise or third-party to maintain such information in confidence. Selling Parties further agree and authorize the Company to notify others, including customers of the Company and any such future enterprise or third-party to which either Zenith or Seller may become a partner, member, owner or investor, of the terms of this Section 1 and of their obligations hereunder. (d) Selling Parties hereby agree that the period of time in which this Section 1 is in effect shall be extended for a period equal to the duration of any breach of this Section 1(a) by Selling Parties. (e) Nothing contained in this Agreement shall prohibit Selling Parties or their affiliates or associates, any of their directors, officers or employees, or any of their representatives from investing in stocks, bonds, or other securities of any entity that engages in a Competing Business, provided, however, that in the case of capital stock, such securities are listed on a national securities exchange or traded in the over-the-counter market or registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment does not exceed, in the case of any class of the capital stock of any one issuer, three percent <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>arty shall exercise the same degree of care and protection with respect to the Confidential Information of the disclosing party that it exercises with respect to the protection of its own confidential information of a similar nature but not less than a reasonable degree of care and shall prevent disclosure of the Confidential Information to anyone except to those of its employees that have a need to know such information solely in connection with the permitted use as set forth in Section 2 and who shall be required to observe the restrictions set forth in this Agreement. The receiving party shall not disclose, disseminate, discuss or communicate any part or all of the Confidential Information to any third party, person or entity. Confidential Information shall be used by the receiving party only for the purpose set forth in Section 2 of this Agreement and for no other purpose whatsoever. The receiving party will report immediately to the disclosing party any unauthorized use or disclosure of Confidential Information. [Company] will promptly disclose to Champion any Confidential Information developed, discovered or invented by Company in connection with the design, manufacture and supply of products to Champion. Furthermore, at the request of Champion, Company will promptly deliver to Champion all Confidential Information and all documents and materials (whether in written, graphic or machine readable form and all copies thereof) that were made or compiled by Company during the course of Company’s relationship with Champ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ion. Company acknowledges that all such Confidential Information, and any improvements or derivations of any intellectual property used in the course of such relationship, is and shall continue to be the exclusive proprietary property of Champion, whether or not prepared in whole or in part by Company and whether or not disclosed to or entrusted to the custody of Company. Confidential Information created by Company will be considered a work for hire in which the ownership of all right, title and interest therein and thereto vests in Champion. To the extent Confidential Information created by Company is not considered a work for hire, Company will assign, and upon creation thereof does hereby assign, to Champion all right, title and interest in and to such Confidential Information, including any patent, copyright, trademark or trade secret rights therein. Company is or may become a supplier of products to Champion. Any processes, tooling and or equipment owned by Champion and used by Company are to be used exclusively by Company in the production of products for or on behalf of Champion. Company acknowledges that the useful economic life of any such product is at lea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ty and will be promptly surrendered to BOMI upon the completion of the Testing Period. After the completion of the Testing Period, Attendee will make no further use of any of the Confidential Information. The foregoing will apply regardless of whether Attendee completes the Test. 7. Attendee<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> understands that BOMI makes no representations or warranties as to the accuracy or completeness of any Confidential Information disclosed, and Attendee agrees that neither BOMI nor any of its officers, directors, Attendees, agents, members or attorneys will have any liability to Attendee arising from Attendee’s use of the Confidential Information. 8. To the fullest extent permitted by law, all of the covenants and agreements contained in this Agreement will survive indefinitely. Attendee also understands that the obligation not to use or disclose Confidential Information shall survive the completion of Testing Period, for so long as the information remains Confidential Information. Attendee further understands that this Agreement extends to, and shall be binding upon, his heirs, successors and assigns. 9. This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement. 10. This Agreement will be governed by and construed according to the laws of the State of Maryland (excluding the choice of laws rules thereof). Attendee hereby consents to the jurisdiction of the courts of the State of Maryland. Any suit brought hereon must be brought in the state or federal courts sitting in the State of Maryland, the parties hereto hereby waive any claim or defense that such forum is not convenient or proper.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>any and all Confidential Information in accordance with City’s direction. 5. Continuing Obligations and Remedie<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s: The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time. Confidant acknowledges and agrees that a breach of any term or condition of this Agreement shall cause irreparable harm to City which cannot be adequately compen<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ormation concerning the Transaction or the Company which is furnished to you in connection with evaluating the Transaction (all such information, collectively, the “Confidential Information”) in accordance with the provisions of this Confidentiality Agreement (this “Agreement”) and to take or refrain from taking certain other actions herein set forth. 1. You hereby agree that the Confidential Information will be used solely for the purpose of evaluating and implementing the Transaction and that such information will be kept confidential by you; provided that any such information may be disclosed to your officers, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources (such Persons hereinafter collectively being referred to as your “Representatives” who need to know such information for the purpose of evaluating and implementing the Transaction, have been informed of the confidential nature of the Confidential Information, and have been advised that such information is to be kept confidential, and provided, further, that such office<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rs, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources shall not be deemed to be your Representatives unless (but solely to the extent that) you furnish Confidential Information to them. You agree you will be liable for any breaches of the terms of this Agreement by such Representatives. You and the Company also each agree, on behalf of itself, its affiliates and its and their respective Representatives, that it shall not, without the prior written consent of the other party hereto, disclose to any Person the fact that Confidential Information has been made available to you, that discussions or negotiations have taken place or are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. 2. The term “Confidential Information” does not include any information which (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of its disclosure by you or your Representatives in breach of this Agreement), (b) was available to you or your Representatives on a non-confidential basis prior to disclosure by the Company, (c) becomes available to you or your Representatives on a non-confidential basis from a Person who is not known by you or your Representatives (as applicable) to be bound by a confidentiality agreement with the Company, or is not otherwise prohibited from transmitting the information to you or your Representatives (as applicable), or (d) is or was independently developed by you or your Representatives without reference to, incorporation of, or other use of any Confidential Information. 3. Given the nature of the Confidential Information and our current discussions, the Company may be irreparably damaged by any unauthorized disclosure of any Confidential Information and you and the Company may be irreparably damaged by any unauthorized disclosure of our discussions or by any breach of this Agreement by you, the Company or the Representatives of you and the Company. Without prejudice to other rights and remedies otherwise available, you and the Company therefore agree that the other party hereto shall be entitled to seek equitable relief, including an injunction or specific performance, in the event of any breach of the provisions of this Agreement by the other party hereto or the Representatives of the other party hereto. 4. In the event you or any of your Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) to disclose any of the contents of the Confidential Information, or you or the Company or any of the respective Representatives of you or the Company become so legally compelled to disclose either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Company and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company and you each agrees that each party and 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|> (iii) is developed independently by Receiving Party without use of Blueknight Non-public Information and without violating any of the provisions of this Agreement. (c) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (d) “Group” has the meaning provided such term in Blueknight’s partnership agreement. (e) “Material” shall have the meaning given such term under applicable federal and state securities laws, regulations, and interpretations thereof. (f) “Publicly Disclosed” shall mean public disclosure by Blueknight of the information in question, either via the filing of appropriate reports with the Securities and Exchange Commission, press release announcement, or other method of “public disclosure” within the meaning of applicable federal and state securities laws, regulations, and interpretations thereof. 3. Obligation <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>to Maintain Confidentiality. Receiving Party shall (a) keep and maintain any Material Blueknight Non-public Information in strict confidence and (b) not disclose to any other person the fact that Blueknight Non-public Information has been made available to Receiving Party, except, in each case, to the extent that Receiving Party is requested pursuant to, or required by, applicable law or regulation (including any filings required (and disclosures contained therein) under Section 13(d) of the Exchange Act) or by legal process (including by deposition, interrogatory, request for documents, subpoena, or similar process) to disclose any such information; provided, however, that Receiving Party may disclose such information to such of its representatives who need such information for the purpose of evaluating or assisting with Receiving Party’s investment in Blueknight, it being understood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives. 4. Trading in Blueknight Securities; Refinancing Meeting. (a) Receiving Party hereby acknowledges that it is aware that the United States securities laws prohibit any person who has Material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. (b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Refinancing Meeting”). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement (including, without limitation, for purposes of the term “Outstanding” as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the other limited partners in attendance at the Refinancing Meeting, in each case, solely because of Receiving Party’s attendance at the Refinancing Meeting. Furthermore, the parties agree that (x) at the Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D),correspondence to the General Partner and Blueknight and/or statements made by Receiving Party or its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the R<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Mutual Confidentiality and Non-Disclosure Agreement (this “Agreement”) made as of the day of 20 between Chief Enterprises, LLC, on behalf of itself and certain of its Affiliates (collectively, “Chief Enterprises”), and (the “Company”). WITNESSETH: WHEREAS, the parties to this Agreement (each a “Party” and collectively, the “Parties”) have entered into discussions regarding a possible transaction or series of transactions between them relating to (the “Transaction”), and in connection with such discussions, each Party has furnished or may furnish to the other Party and/or its Affiliates (as hereinafter defined) and their respective Representatives (as hereinafter defined) information regarding their products, services, technology, business, customers, clients, working capital, affairs, assets, condition (financial or otherwise) and/or prospects which is either non-public, confidential or proprietary in nature; WHEREAS, the Parties recognize the importance of preserving the confidential and proprietary nature of such information; and WHEREAS, as a condition <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>to the Parties hereto proceeding with those discussions and the furnishing of information, each of the Parties requires that this Agreement be entered into; NOW THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Definitions. The following terms, as used herein, 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|>of any provision herein, will constitute immediate and irreparable harm to CLIENT, which harm cannot be fully and/or adequately compensated in monetary damages and which will warrant injunctive relief, an order for specific performance, or any other available equitable relief. 2.3 Under no circumstance will BROOKS approach any of CLIENT’s Private Label Condiment Customers for BROOKS’ own benefit. 3. Exceptions Notwithstanding anything herein contained to the contrary, no obligation of confidentiality applies to any Confidential Information BROOKS: 3.1 Already possesses; 3.2 Develops independently; 3.3 Rightfully receives without obligation of confidentiality from a third party; 3.4 Inadvertently discloses where BROOKS has exercised reasonable care consistent with the effort BROOKS exercises with respect to the preservation of BROOKS’ own confidential information; 3.5 Discloses Confidential Information with the prior written consent of CLIENT ; 3.6 Discloses such Confidential Information to others which necessarily results from performing the services has contracted with BROOKS to perform. In addition, no obligation of confidentiality shall apply to any Confidential Information that is, or becomes, publicly available without breach of this Agreement or which is disclosed by the discloser to a third party without restriction. 4. COMPELLED DISCLOSURE. If BROOKS is legally compelled (whether by regulatory request, deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, BROOKS shall immediately notify the CLIENT in writing of such requirements so that the CLIENT may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. BROOKS will use its best efforts, at the CLIENT’S expense, to obtain or assist CLIENT in obtaining any such protective order. Failing the entry of a protective order to the receipt of a waiver hereunder, BROOKS may disclose, without liability hereunder, that portion (and only that portion) of Confidential Information that BROOKS has been advised by written opinion counsel reasonably acceptable to CLIENT that it is legally compelled to disclose; provided, however, that BROOKS agrees to use its best efforts to obtain assurance, at no cost to BROOKS, that confidential treatment will be accorded such Confidential Information by the person or persons to whom it is disclosed. 5. Return of Material Upon termination of the business relationship between the Parties, BROOKS shall, upon written request of CLIENT, deliver any records, data, information and other documents, and all copies thereof, furnished by CLIENT to BROOKS. If CLIENT does not request in writing the return of the above material, BROOKS will retain s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>aid material for three (3) years after which BROOKS is free to dispose of material if it so desires and will do so after ten (10) days written notice to CLIENT. 6. Governing Law This Agreement shall be governed, construed and interpreted by, and in accordance with, the laws of the State of New York. 7. Survival. This Agreement shall remain in full force and effect until the earliest of: (a) one (1) year after the termination of the business relationship between the Parties; or (b) any alternate termination date specified in a wr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>potherm, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date the Confidential Informat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ion is disclosed by Vapotherm; c. Information that becomes part of the public domain after the date of disclosure by Vapotherm through no fault of Receiving Party; d.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>losure or announcement of the type referred to in Clause 9.1 is required by law, by a rule of a stock exchange on which the party's shares are listed or traded or by a governmental authority or other authority with relevant powers, the disclosure or announcement shall so far as is practicable be made after consultation with the other party and after taking into account the other party's reasonable requirements as to its timing, content and manner of making or despatch. 9.3 If Clause 9.2 applies and the party making the disclosure or announcement is unable to consult the other before the disclosure or announcement is made, that party shall to the extent permitted by law inform the other party of the circumstances, timing, content and manner of making or despatch of the disclosure or announcement immediately after such disclosure or announcement is made. 10. GENERAL 10.1 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy. 10.2 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law. 10.3 A person who is not a party to this Agreement has no right under section 6:253 of the Dutch Civil Code to enforce or to enjoy the benefit of any term of this Agreement. 10.4 This Agreement may be executed in counterpart, each of which together shall constitute one and the same instrument and the parties may execute this Agreement by signing in counterpart. A facsimile or pdf signature of any party shall be deemed to be an original. 11. NOTICES Any notice or demand to be made by one person to another in respect of this Agreement may be served by leaving it at the address specified above (or such other address as such other person may previously have specified) or by letter posted by prepaid first-class post to such address (which shall be deemed to have been served on the fifth day following the date of posting), or by fax to the fax number specified above (or such other number as such person may previously have specif<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ied) (which shall be deemed to have been received when transmission has been completed) provided that any notice to be served on a party shall be effective only when actually received by the other party, marked for the attention of the department or officer specified by the other party for such purpose. Any communication to be made under or in connection with this Agreement shall be made in writing and unless otherwise stated, may be made by e-mail or letter. 11. GOVERNING LAW AND JURISDICTION This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of The Netherlands and the competent court in The Hague, The Netherlands shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it. EXECUTED by the parties on the date first above written. NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. Authorised Representative [INSERT COMPANY NAME] 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|>CONFIDENTIALITY OF SENSITIVE INFORMATION NON-DISCLOSURE AGREEMENT 1. This Non-Disclosure Agreement is entered into by the United States Department of Veterans Affairs (VA) and , on . (Name of Contractor) (Name of Contracting Company) (mm/dd/yyyy) VA and the contractor have entered into a contract, (Enter identifying information on contract) under which the contractor will (Enter task that the contractor will perform) . 2. In order to perform this contract, the contractor will need access to VA data, software, and computer systems either at a VA location, at the contractor's place of business, or both, in accordance with the contract. 3. By signing this agreement, the contractor acknowledges and understands the following: a. The contractor and any subcontractor(s) shall presume that the VA computer systems and storage media that the contractor or subcontractor access have sensitive information and applications, the modification or disclosure of which could cause significant harm or embarrassment to VA beneficiaries and employees and to VA's ability to perform its mission. If the security requirements for accessing, handling, and storing VA data and systems are specified in the contract, the contractor will comply with the contractual security requirements. If the contract does not contain the requirements, the contractor will handle the VA property with the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination, publication, or destruction that the contractor uses to protect its own sensitive information and systems. b. Any VA information, software, applications, computer systems, and hardware accessed by the contractor in the performance of the contract remain the sole property of VA. c. To the extent that any software or applications on the VA systems are protected by copyright, the contractor agrees that it will not copy or disclose them without first obtaining VA's prior written authorization, which will be provided only where authorized under applicable copyright law. d. The contractor, the contractor's employees, and any subcontractor and subcontractor's employees will access the VA information, software, applications, computer systems, and hardware which VA provides, or provides access to, only to the extent necessary, and only for the purpose of performing the contract. The contractor will take reasonable steps to ensure that it will allow only those contractor and subcontractor employees who need to see the VA materials in order to perform the contract to do so. However, this agreement also applies to any other VA systems or data to which the contractor may have access to or be disclosed to the contractor. e. The contractor will not authorize anyone else to access, disclose, modify, or destroy the information, software or applications on the VA systems <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>provided or accessed under this contract without VA's prior written authorization. f. The contractor and its employees shall not make any copies of any VA information, including software or applications that are not copyrighted, except as necessary to restore VA computer systems or data storage devices to an operating state. Any copies made by the contractor or subcontractor shall be identified as VA property and handled as sensitive information under this non-disclosure agreement. g. Any information that the contractor and its employees learns about VA data and VA computer systems shall not be recorded except to the extent necessary to perform the contract, and such information, whether recorded or not, shall be handled as sensitive information under this agreement. The contractor may not use or disclose it except as the contractor is permitted to use or disclose VA sensitive information under the contract and this nondisclosure agreement. h. The contractor may disclose VA sensitive information to persons other than in the performance of this contract as authorized by the contract and this agreement in only two situations: (1) pursuant to an order of a court of competent jurisdiction; or (2) with VA's prior written authorization. Prior to any disclosure pursuant to a court order, the contractor shall promptly notify VA of the court order and provide VA with a copy by fax or e-mail, whichever is faster, and notify by telephone the VA individual designated in advance to receive such notices. If the contractor cannot notify VA before being compelled to produce the information under court order, the contractor will notify VA of the disclosure as soon as practical. The notice under this provision will include the following information to the extent that the contractor knows it, if it does not show on the face of the court order: the records disclosed pursuant to the order, to whom, where, and when, for what purpose, and any other information that the contractor reasonably believes is relevant to the disclosure. i. The contractor will refer all requests or demands for production of , or access to, VA data and systems to VA for response. The contractor will immediately inform VA by telephone, fax and/or e-mail of any access, disclosure, disposition or destruction of VA data and systems not authorized under the contract or this agreement. To the extent known, the contractor will notify VA of the information disclosed, to whom, how when, the reason for the access, disclosure, disposition or destruction, and any other information that the contractor considers relevant. VA will provide the contractor with the name, title, telephone number, fax number, and e-mail address of the VA official whom the contractor will notify if the records are requested, sought under a court order, or if any unauthorized access, modification, disposition, or destruction of VA sensitive information or computer systems occurs. j. The contractor, its employees, and its subcontractors and their employees will cooperate with VA and any law enforcement authority response for the investigation and prosecution of any possible criminal law violation(s) associated with any unauthorized access, disclosure, disposition, or destruction of VA property. The contractor will also cooperate with VA in any civil litigation to recover VA property, to obtain monetary or other compensation for a third party, or to obtain injunctive relief against any third party who accessed, modified, disclosed, or destroyed VA sensitive data and computer systems except as authorized under the contract or this agreement. k. Upon completion or termination of the contract for any reason, the contractor will immedi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>SAMPLE NON-DISCLOSURE AGREEMENT MUTUAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT is dated the day of 20 BETWEEN [Name], registered in [country] whose registered address is [Address], (“NGO”) AND [Name], [address] (“Operator”) (individually referred to as “Party” and collectively referred to as “Parties”) WHEREAS: NGO and the Operator intend to carry on commercial discussions with each other in connection with the matter of mutual interest described below and anticipate sharing information of a confidential or proprietary nature in the course of those discussions and wish to enter into this agreement to protect the confidential or proprietary nature of information to be disclosed by the Parties to each other. The matter of mutual interest is providing bulk transfer services for NGO clients (hereafter called “the Matter”) NOW IT IS AGREED by and between the parties as follows: 1. To facilitate discussions, meetings and the conduct of business between the Parties with respect to the Matter, it may be necessary for either Party to disclose (“Discloser”) to the other Party (“Recipient”) Confidential Information as defined below. 2. The Recipient shall be entitled to disclose the Confidential Information to its employees, contractors and advisers and Group Parties, provided that the Recipient will ensure that any such employe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e, contractor or adviser or Group Party has a legal obligation to keep the Confidential Information confidential which, in the case of employees, contractors or advisers, shall be both during and after their current employment or engagement, on terms no less strict than this Agreement. Any disclosure of such Confidential Information by any employee, contractor or adviser or Group Party will be deemed to be a breach of this Agreement by the Recipient. 3. Each Party acknowledges and agrees: a. All Confidential Information acquired by either Party from the other Party shall be and shall remain the exclusive property of the disclosing Party or the member of its group providing it; b. To hold all Confidential Information in confidence and to procure that its representatives, advisers and associates hold all such Confidential Information in confidence. MUTUAL NON-DISCLOSURE AGREEMENT c. To limit access to such Confidential Information to authorised individuals (the “Permitted Personnel”) who have a need to know the Confidential Information in order for the Party to participate in the Matter. d. To procure that its Permitted Personnel are aware and adhere to the terms of this Agreement; e. To use such Confidential Information only for purposes of work, services or analysis related to the Matter and for other purposes only upon such terms as may be agreed upon between the Parties in writing; and f. To return promptly to the disclosing party, or to destroy any copies of such Confidential Information in written, graphic or other tangible form at that Party’s request and any such destruction shall be certified in writing to the disclosing Party by an authorised officer of the Recipient; g. The obligations of each of the Parties with respect to Confidential Information shall extend for a period of three (3) years following the date of disclosure 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|>formation is sensitive and confidential in nature, and the disclosure thereof could adversely affect the value of the Assets of Baldwin. In consideration of the disclosure by BDO to the undersigned of any portion of the Information, the sufficiency of which consideration is hereby acknowledged; the undersigned hereby undertakes and agrees as follows: 1. To maintain the Information in the strictest of confidence and to control the dissemination of the Information, including any documents or copies (paper, electronic or otherwise) thereof contained in the Information in accordance with the terms and conditions of this Confidentiality and Non-Disclosure Agreement (“NDA”); 2. Not to supply any documents or portions of documents included in the Information or any information included therein or any information hereinafter obtained in the course hereof or with respect hereto to any person or corporation except to the Representatives (defined below) and as otherwise specifically provided for herein; 3. The Information is to be used by the undersigned, its affiliates, and their respective directors, officers, employees, accountants, attorneys, solicitors, financing sources, consultants, agents, representatives and advisors and their respective representatives, to the extent the foregoing are actually provided access to the Information by the undersigned (collectively the “Representatives”), only in connection with the consideration of a possible acquisition of the Assets; 4. To advise the Representatives of the confidential nature of the Information, and to provide to those Representatives to which or to whom the Information is provided a copy of the NDA, and if such Representative is not otherwise bound by restrictions on disclosure and use similar to the obligations hereunder, to have such Representatives agree to be bound by this NDA; 5. The undersigned shall be responsible for any breach of the provisions of this NDA by any of the Representatives to whom the undersigned discloses Information; 6. The undersigned and its Representatives shall under no circumstances contact directly or indirectly any of the residents, partners or former partners or directors of Baldwin: (i) to ask any questions regarding the possible acquisition of all or part of the Assets, (ii) to request additional information or regarding the contents of any of the Information previously obtained, (iii) to request a facility tour or meeting, or (iv) for any other reason, except in the ordinary course of business; 7. In the event that the undersigned, or any o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>f the Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an app<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 REPRESENTATION OR WARRANTY Although the Company and CSFB have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives, except as may be set forth in a definitive sale agreement. Only those representations or warranties that are made in a definitive agreement relating to 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. You also acknowledge and agree that no contract or agreement providing for a Possible Transaction shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to a Possible Transaction has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "Sale Agreeme<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you. You further understand and agree that (i) the Company and CSFB shall be free to conduct the process regarding a transaction involving the Company as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a Sale Agreement without prior notice to you or to any other person), (ii) any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, CSFB or any of their respective directors, officers, employees, sto<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 CERTIFICATE I hereby certify my understanding that access to Confidential Information is provided to me pursuant to the terms and conditions of the Non-Disclosure Agreement for the Exchange of Energy Management System Model Data dated as of the 11th day of August, 2015 by and among PJM Interconnection, L.L.C. (“PJM”) and the PJM Transmission Owner (“Transmission Owner”). I certify that I have been given a copy of and have read the Non-Disclosure Agreement, and I agree to be bound by it. I understand that the contents of the Confidential Information, and Notes or other memoranda, or other form of information that copies or discloses Confidential Information shall not be disclosed to anyone other than in accordance with the Non-Disclosure Agreement. By Print Name: Title: Employed By: Representing: Date Signed NON-DISCLOSURE AGREEMENT FOR THE EXCHANGE OF ENERGY MANAGEMENT SYSTEM MODEL DATA This Non-Disclosure Agreement (“Agreement”) is made this 11th day of August, 2015 by and between PJM Interconnection, L.L.C. (“PJM”), a Delaware limi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ted liability company, with offices at 2750 Monroe Boulevard, Audubon, PA 19403 and , the Undersigned Transmission Owner (“Transmission Owner”) (hereinafter PJM and the Undersigned Transmission Owner are collectively referred to as “Parties” and individually as a “Party). RECITALS: WHEREAS, PJM serves as the Regional Transmission Organization with reliability and/or functional control responsibilities over transmission systems involving all or parts of thirteen states and the District of Columbia, and operates and oversees wholesale markets for electricity pursuant to the requirements of the PJM Open Access Transmission Tariff (“PJM Tariff”) and the Amended and Restated Operating Agreement o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>reasonable concerns and needs of Purchasers such that the intent of Purchasers, the Company and Seller, in agreeing to Sections 2.01, 2.02, 2.03 and 2.04, will not be impaired and shall be enforceable to the fullest extent of the applicable laws. ARTICLE III MISCELLANEOUS 3.01 SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by any party hereto, except that Purchasers' and Parent'<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s rights, duties and obligations under this Agreement may be assigned and delegated to any subsidiary of Purchasers or Parent or to the acquiror of Purchasers, Parent or the Business in the event either Purchaser or Parent is merged, acquired, sells substantially all of its interest in the Business, or transfers its interest in the Business to any other entity. From and after any such assignment by Purchasers or Parent, the term "Purchasers" or "Parent," as the case may be, shall mean such assignee, and such assignee may enforce any of the rights of Purchasers or Parent under this Agreement as if it were the original party hereto. 3.02 INTEGRATED AGREEMENT AND CONSIDERATION. This Agreement constitutes the entire Agreement between the parties with regard to its subject matter and supersedes all prior agreements (other than the Asset Sale Agreement and the agreements entered into in connection therewith) relating to the same subject matter. Seller hereby acknowledges that the consideration specified herein and in the Asset Sale Agreement is good and valuable consideration received by Seller for the covenants and undertakings described in this Agreement, and such covenants and undertakings are ancillary to, and an integral part of the transactions contemplated by the Asset Sale Agreement. 3.03 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which shall evidence one and the same agreement. 3.04 GOVERNING LAW. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of New York. 3.05 PRONOUNS. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires. 3.07 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. [Signatures on Next Page] IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf, all on the day and year first written above. SELLER: LUMEX, INC. By: /s/ Robert McNally -------------------------------------------- Name: Robert McNally --------------------------------------- Title: Chief Financial Officer -------------------------------------- PURCHASERS: LUMEX MEDICAL PRODUCTS, INC. By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer MUL ACQUISITION CORP. II By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer PARENT: FUQUA ENTERPRISES, INC. By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer -------------------------------------- 6<|eot_id|> |