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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|>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|>
<|start_header_id|>assistant<|end_header_id|>derstand 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 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 stated above. Print Name Entity or Department Signature Date FAU ID# Email<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nd without limiting the generality of the foregoing, if any portion of Section 2.01, 2.02, 2.03 or 2.04 is found to be invalid by a court of competent jurisdiction because its duration, the Territory, 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 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 consideratio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n 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 w<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>pment of the technology ………………………… (the “Permitted Purpose”) subject to the terms and conditions of this Agreement. IT IS AGREED as follows: 1. Definition and interpretation In this Agreement, the following terms will have the respective meanings: “Confidential Information” shall mean scientific, research, technical or business information pertaining to the Field, including but not limited to inventions; know-how; trade secrets; techniques; processes; designs; drawings; product designs; formulae and analysis; and any business information, including but not limited to price lists; customer lists; cost analyses; reports; surveys, market information and data. In respect of Confidential Information disclosed in documentary form, model or any other tangible form, this shall be marked by the Disclosing Party as confidential or otherwise designated to show expressly or by necessary implication that it is imparted in confidence. Any Confidential Information disclosed by the Disclosing Party or its Representatives orally or visually, shall be identified as such prior to disclosure and summarized in a writing provided by the Disclosing Party to the Receiving Party within thirty (30) days of the date of initial disclosure. In case of disagreement regarding said summary, the Receiving Party shall make any objections in writing wit<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hin thirty (30) days of receipt of the written summary. “Disclosing Party” shall mean the Party that discloses Confidential Information directly or indirectly to the Receiving Party in relation to this Agreement. “Receiving Party” shall mean the P<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f sent by express package service, when signed for, (iv) if sent by facsimile transmission, when the fax has transmitted over the telephone lines, as evidenced by a fax confirmation report generated by the transmitting machine (provided that a copy of such notice is also sent via U.S. mail, postage prepaid), and (v) if sent by electronic mail transmission, two (2) days after being sent. All notices shall be sent to the Parties at their respective addresses set forth on Exhibit B attached to this Agreement. The Receiving Party acknowledges and agrees that all (a) requests for Confidential Information or Confidential Materials, (b) communications regarding the Possible Transaction, (c) requests for facility tours or meetings, and (d) discussions or questions regarding procedures, shall be submitted or directed to Soneet Kapila of the Disclosing Party, unless otherwise directed in writing by Soneet Kapila. 15. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the Parties covering the subject matter hereof, supersedes all prior agreements and understandings concerning such subject matter, whether oral or written, and cannot be amended except by a written agreement executed by an authorized representative of each Party. 16. Waiver of Breach. No waiver of any provision of this Agreement shall be valid or binding unless the same is waived in writing by the Party against whom such waiver is to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. 17. Term. Unless otherwise set forth in this Agreement, this Agreement shall terminate on the earlier to occur of: (i) the consummation of a Possible Transaction pursuant to a Definitive Agreement, and (ii) two (2) years from the date that the Parties terminate their discussions and consideration of a Possible Transaction; provided, however, that all Con<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>fidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement after the termination of this Agreement. 18. Severability. If any provision of this Agreement, or the application of any provision of this Agreement to any person or circumstance, is held to be invalid, illegal or unenforceable, or inconsistent with any present or future law, ruling, rule, policy or regulation of any court or governmental or regulatory authority having jurisdiction over the subject matter hereof, then the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and such provision shall be deemed to be rescinded or modified in accordance with such law, ruling, rule, policy or regulation, and the remainder of this Agreement, and the application of such provision to persons or circumstances other than those to which it shall be held inconsistent, shall not be affected thereby. 19. Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns and legal representatives. Neither this Agreement, nor any right hereunder, may be assigned by either Party without the prior written consent of the other Party. 20. Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties. A facsimile signature shall be considered the same as an original signature for purposes of execution of this<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f any Confidential Information, as evidenced by its records. 2.3 This Agreement will not be deemed to restrict either Party from complying with a lawfully issued governmental order, order of a court of compe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tent jurisdiction or other legal requirement to produce or disclose Confidential Information; provided, however, that the Receiving Party will promptly notify the Disclosing Party upon learning of such order or requirement. 2.4 The Parties shall only use Confidential Information for the purpose of negotiation and/or evaluation of any co-operation between the Parties. The Parties shall not disclose Confidential Information to any third party, other than to their officers, employees or consultants (engaged in the matter of this Agreement) on a need to know basis, without the prior written approval of the other Party. Each Party shall ensure that any of its officers, employees, and consultants that receive Confidential Information is bound by confidentiality undertakings that provide at least the same level of protection as is provided by this Agreement. 3. Return of Confidential Information 3.1 All Confidential Information disclosed by the Disclosing Party to the Receiving Party shall remain the property of the Disclosing Party. The Receiving Party shall not be entitled to copy any Confidential Information furnished by the Disclosing Party hereunder, unless and to the extent it is necessary for the purpose of this Agreement. Upon request of the Disclosing Party or upon the termination of this Agreement, the Receiving Party shall return, delete or destroy (as instructed in writing by the Disclosing Party) all Confidential Information, and all copies thereof. The Receiving Party shall certify in writing that the information has been returned, deleted or destroyed (as applicable) and that no copies have been retained of any such Confidential Information, either partly or wholly. 4. Intellectual Property Rights 4.1 All Confidential Information (including but not limited to all intellectual property rights emanating from or related to Confidential Information) remains the exclusive property of the Disclosing Party and nothing in this Agreement grants any right or license in the Confidential Information to the Receiving Party. 5. Liquidated Damages [only applicable for agreements between commercial partners] 5.1 In the case of any breach of any material obligations under this Agreement by the Receiving Party or any permitted third party who has received Confidential Information according to this Agreement, the Receiving Party shall be liable to pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e 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 (i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n 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 any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of 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 deemed to prohibit Interested Party or its Representatives from making general public solicitations for employment for any position or from employing any employee of the Company who either responds to such a general solicitation for employment or otherwise contacts Interested Party on his or her own initiative and without solicitation by Interested Party in contravention of the above restriction. Additionally, the above restriction shall not be deemed to prohibit Interested Party from making offers of employment or offering retention packages to any employees of Company or any of its affiliates in connection with the Proposed Transaction, provided that such offers have been disclosed to the Board of Directors of the Company. 4. SECURITIES ISSUES. 4.1 No Public Disclosure Required. Each party expressly confirms and agrees that, as of the date hereof, it is not required to make any public disclosure with respect to (a) the Proposed Transaction (or the terms or conditions of any other acts relating thereto), (b) any item of Proprietary Information (or the fact that Proprietary Information bas been made available to such party), or (c) any discussions or negotiations taking place between the parties with respect to the Proposed Transaction, whether pursuant to the Securities Exchange 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|>eunder, may be assigned or delegated by either party without the prior written consent of the other party. This Agreement shall benefit and be binding upon the parties hereto together with its respective employees, officers, directors, subsidiaries, branches, divisions, and affiliates. 11. Miscellaneous. T<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>his Agreement sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all existing agreements and all other communications between them concerning such subject matter, whether written or oral. This Agreement shall not be modified except in writing signed by all parties hereto. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event any term of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other term of this Agreement shall in any way be affected thereby and the provisions shall be reformed as necessary to carry out the intent of the parties to the fullest extent permitted by law. The section headings throughout this Agreement are for convenience and reference only, and the words contained in them shall in no way be held to explain, modify, amplify, or aid in the interpretation, constriction, or meaning of the provisions of this Agreement. No consent or waiver by a the disclosing party of any breach or default in the performance by the receiving party of its obligations h<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>greement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>bject matter hereof and thereof. All modifications of, waivers of and amendments to this letter agreement must be in writing and signed by both parties hereto. 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by email, facsimile, PDF, or other similar electronic means shall be deemed an original counterpart and duly delivered. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have executed this Mutual Non-Disclosure Agreement as of the day and year first above written. NIMBLE STORAGE, INC. By: /s/ Suresh Vasudevan Name: Suresh Vasudevan Title: CEO HEWLETT PACKARD ENTERPRISE COMPANY By: /s/ Vishal Bhagwati Name: Vishal Bhagwati Title: SVP − Corporate Development<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f 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 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 o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>f 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 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|>receiving party shall take reasonable steps to instruct all persons involved in the Transaction to destroy all Confidential Information furnished to the receiving party by or on behalf of the disclosing party pursuant to this Agreement. Notwithstanding the foregoing, the receiving party and its Associates may retain any Confidential Information to the extent required pursuant to the regulatory compliance or record retention policies of such receiving party or Associate. 11. Term. The foregoing commitments of either party in this Agreement regarding the confidentiality and non-use of Confidential Information shall survive any termination of discussions between the parties and shall continue<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> for a period of eighteen (18) months following the date of this Agreement. 12. Attorney-Client Privilege. To the extent that any Confidential Information of the disclosing party may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine, 13. Notice. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall he deemed properly given on the day of delivery (or, if such date is not a business day, on the first business day after delivery) if delivered by hand or email (if submitting by email, substantive discussions to be included only in password protected attachments) (with confirmation of delivery), or on the first business day after being sent by overnight courier or overnight express delivery service (in each case, with confirmation of delivery) to the address set forth beneath the name of such party below (or to such other address as such party shall have specified in a written notice given to the other parties hereto): if to HPE: Hewlett Packard Enterprise Company 3000 Hanover Street Palo Alto, CA 94304 Attn: General Counsel if to the Company: Nimble Storage, Inc. 211 River Oaks Parkway San Jose, CA 95134 Attn: General Counsel GC@nimblestorage.com 14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within that state. Each of the parties hereby agrees and irrevocably consents to personal jurisdiction and venue in any federal or state court within Wilmington, Delaware, having subject matter jurisdiction, for the purposes of any action, suit or proceeding arising out of or relating to this agreement. To the fullest extent permitted by law, each of the parties hereby agrees to waive trial by jury in any action proceeding or counterclaim brought by or on behalf of either party with respect to any matter whatsoever relating to this Agreement. 15. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. All modifications of, waivers of and amendments to this letter agreement must be in writing and signed by both parties hereto. 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which toget<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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|>
<|start_header_id|>assistant<|end_header_id|>f PJM Interconnection, L.L.C. (“Operating Agreement”); and WHEREAS, the Transmission Owners recognize that, while PJM serves as the Regional Transmission Organization in the PJM region, the Transmission Owners within the PJM region perform certain Transmission Functions, as Transmission Functions is defined in section 18 C.F.R. § 358 of the FERC rules and regulations, with respect to their individual transmission systems and distribution systems. WHEREAS, the Parties desire to enter into this Agreement to protect and maintain from disclosure to third parties the Confidential Information that will be exchanged to facilitate reliable operations; and WHEREAS, this Agreement is a statement of the conditions and requirements, consistent with the requirements of the Operating Agreement, whereby a Disclosing Party may provide Confidential Information to a Party for the purpose of the Party executing its Transmission Functions. NOW, THEREFORE, in consideration of the mutual promises made herein intending to be legally bound, the Parties agree as follows: A. Definitions 1. “Agreement” means this Non-Disclosure Agreement as it may be amended, modified or otherwise supplemented, as in effect from time to time. 2. “Authority” means a federal, state or local court or federal or state administrative agency of competent jurisdiction. 3. “Commission” or “FERC” means the Federal Energy Regulatory Commission or any successor federal agency or commission. 4. “Confidential Information” means a Party’s energy management system model data provided or to be provided by a Disclos<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ate hereof. 15. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same Agreement. [Remainder of this page intentionally left blank.] Please confirm your agreement with the foregoing by signing and returning to the undersigned a duplicate copy of this Agreement. Sincerely, TER<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>REMARK WORLDWIDE, INC. By: /s/ Manuel D. Medina Name: Manuel D. Medina Title: Chief Executive Officer ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: VERIZON COMMUNICATIONS INC. By: /s/ John W. Diercksen Name: John W. Diercksen Title: Executive Vice President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into as of July 26, 2002 by and between Big Sky Transportation Company ("Big Sky") and Mesaba Holdings, Inc. ("Holdings"). In connection with a potential transaction (the "Transaction") between Holdings and Big Sky, Big Sky has and will furnish to Holdings certain information ("Information") including but not limited to financial, marketing and operational information, and such other information necessary for Holdings to evaluate the transaction. The term "Information" shall mean all information that Big Sky has furnished or is furnishing to Holdings, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by Holdings or by its Representatives, as defined below, that contains, reflects or is derived from the furnished information. In consideration of Big Sky's disclosure to Holdings of the Information, Holdings agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of Big Sky, be disclosed by Holdings or by its officers, directors, employees, agents or representatives (collectively, "Representatives"), in any manner whatsoever, in whole or in part, and shall not be used by Holdings or by its Representatives, other than in connection with evaluating the Transaction. Moreover, Big Sky agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Holdings in evaluating the Transaction and who are informed of this Agreement. Notwithstanding the foregoing, the above restrictions shall not apply to the following: (i) Information that is publicly available at the time of disclosure (through no act of Holdings of any of its Representatives); (ii) Information that is disclosed to Holdings by a third party that did not disclose it in violation of a duty of confidentiality; (iii) Information that was known to Holdings before such Information was provided to it or its Representatives by or on behalf of Big Sky; (iv) disclosures that are required to be made by Holdings or any of its Representatives under legal process by subpoena or other court order or other applicable laws or regulations (provided, however, that Holdings makes reasonable efforts to provide copies of such Information to, or informs Big Sky before disclosure), or that are requested by Big Sky. Without the prior written consent of Big Sky, neither Holdings nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Likewise, without the prior written consent of Holdings, neither Big Sky nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Big Sky and Holdings agree that, at the conclusion of their review of the Information, or within three busi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ness days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky. Neither Big Sky nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. Holdings agrees that neither Big Sky nor any of its Representatives shall have any liability to it or to any of its Representatives resulting from the provision or use of the Information. Each party acknowledges that it has been informed that the other party is a publicly-traded corporation and that the Information and the Transaction must be secured from any use or dissemination until such time as proper disclosure can be provided to shareholders and the securities markets in order to protect the interests of shareholders of each party and so that the rules and statutes pertaining to information about and trading in publicly held securities can be followed. During such time as the parties are involved in discussions or negotiations concerning the Transaction and for a period of at least 60 days after conclusion thereof, neither party shall engage in any transactions whatsoever regarding the common stock of the other, whether publicly traded or privately held, registered or nonregistered, including, but not limited to, buying, selling, taking or granting options in or making or<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nt. Accordingly, each Party acknowledges that the Disclosing Party shall be entitled to the remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of this Agreement and/or breach of confidence and that no proof of special damages shall be necessary for the enforcement of such remedies. 6.5 For the purposes of the Contracts (Rights of Third Parties) Act 1999 no one other than the Parties has the right to enforce the terms of this Agreement. 6.6 Each Party will be responsible for all costs incurred by it or on its behalf in connection with this Agreement. 6.7 This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument. 7 Notices 7.1 Any notice to be given under this Agreement (each a “Notice”) shall be given in writing and shall be delivered by hand and shall be deemed to have been duly given at the time of delivery provided that such Notice is sent to the relevant physical address, and expressly marked for the attention of the relevant individual, set out in Clause 7.2. 7.2 Any Notice: 7.2.1 if to be given to the Authority shall be sent to: [Address] Attention: [Contact name and/or position<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>dge 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. (<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 treatment will be accorded to such Evaluation Material to the extent such assurances are available. Subject to the foregoing conditions and limitations, the Receiving Party may disclose Evaluation Material under the circumstances set forth in this paragraph (b) without liability hereunder. (c) Other Public Disclosure. Except (i) for such public disclosure as may be necessary, in the good faith judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in violation of any applicable law, regulation or order, or (ii) with the prior written consent of the other Party, neither Party shall: (x) make any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or (y) make any public statement concerning a proposed Transaction. (d) Notice. If either Party proposes to make any disclosure in reliance on clause (i) above, the disclosing Party shall, to the extent practicable, 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|>agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Selling Parties or that is disclosed by Selling Parties in accordance with the terms of a prior written consent of Meritage. For the purpose of enforcing this provision, the Company may resort to any remedy available to it under the law. In the event that any Selling Party is requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confidential Information or any other information concerning the Company, the Selling Parties agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Selling Parties with respect to the Com<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>pany taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Section 2, Selling Parties shall use their reasonable best efforts to disclose only that portion of any Confidential Information which Selling Parties are advised by counsel is legally required and shall exercise all reasonable efforts to ensure that all Confidential Information so disclosed shall be accorded confident<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>pective Representatives). 1.3 “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual. 2. NON-DISCLOSURE AND LIMITED USE. 2.1 Non-Disclosure. Without the written consent of Disclosing Party and except as otherwise required by applicable law, Receiving Party shall keep, and shall cause its Representatives to keep, all Proprietary Information confidential and shall not disclose or reveal, and shall cause its Representatives not to disclose or reveal, in any manner whatsoever, in whole or in part, any Proprietary Information to any person, other than to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating the Proposed Transaction and who are bound by restrictions regarding the disclosure and use of such Proprietary Information (either contractual, legal or fiduciary) owed to Company, Interested Party or any their respective Representatives that are comparable to and no less restrictive than those set forth in this Agreement. Each party shall inform all of its respective Representatives and shall cause its respective Representatives to inform their Representatives who receive Proprietary Information hereunder of the confidential nature of such information and the Proposed Transaction, as well as the terms of this Agreement. Receiving Party shall not, and shall cause its Representativ<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>es to not, use any Proprietary Information for any purpose other than to evaluate the Proposed Transaction or in connection with the consummation of the Proposed Transaction. Each party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. 2.2 Degree of Care. Receiving Party shall take the same degree of care that it uses to protect its own confidential proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the use, disclosure, publication or dissemination of the Proprietary Information of Disclosing Party. Receiving Party shall not, and shall cause its Representatives to not, decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof. Receiving Party shall not use Proprietary Information for any purpose or in any manner that would constitute a violation of any laws or regulations, including without lim<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 either 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 the State of Illinois applicable to agreements made and to be performed within such State and all disputes shall be venued exclusively in state or federal courts situated in Chicago, Illinois. 10. Securities. Chief Enterprises and the Company each acknowledge that it is aware, and will advise its Representatives, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 11. Counterparts. This Agreement may be executed in any number of counterparts, no one of which needs to be executed by both Parties, and this Agreement shall be binding upon the Parties with the same force and effect as if each Party had signed the same document, and each such signed counterpart shall constitute an original of this Agreement. 12. Severability. In the event any provision of this Agreement is invalid as applied to any fact or circumstance, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>it shall be modified by the minimum extent necessary to render it valid, and its invalidity shall not affect the validity of any other provision or the same provision as applied to any other fact or circumstance. 13. Notice. Any notice required or permitted to be given shall be in writing and may be personally served or sent by facsimile or registered mail and shall be presumed to have been given as follows: if personally served, when served; if by fax, on the second business day after transmission thereof on a fax machine to the proper fax number with fax record thereof and confirming letter sent; or if mailed, upon receipt or after the tenth business day after deposit in the mail with airmail postage prepaid and properly addressed, whichever is earlier. For the purposes hereof, the addresses of the Parties hereto (until notice of a change thereof is given as provided in this paragraph) shall be as follows: If to Chief Enterprises: Chief Enterprises, LLC Facsimile: [] Attention: If to the Company: Facsimile: [] Attention: 14. Modification. This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by the Parties hereto. 15. Term and Termination. This Agreement shall be in effect for a period of two (2) years from the date hereof, provided that (i) either Party may terminate this Agreement by giving 60 days’ written notice in accordance with the notice provisions hereof and (ii) with respect to Confidential Information disclosed hereunder, the confidentiality obligations set forth in Paragraph 2(a) shall remain in full force and effect for so long as such Confidential Information remains confidential and non-public. Notwithstanding anything to the contrary herein, information or property which is protected by law for a longer period of time (e.g. trade secrets) shall continue to receive all protections to which it is entitled for so long as it qualifies for protection under the applicable law. * * * IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Chief Enterprises, LLC (Company’s Legal Name) By: By: 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|>s in or to the Confidential Information, except as expressly set forth herein. 7. Any software and other technical information disclosed under this Agreement may be subject to restrictions and controls imposed by the Export Administration Act, Export Administration Regulations and other laws and regulations of the United States and any other applicable government or jurisdiction, as enacted from time to time (the "Acts"). Each party agrees to comply with all restrictions and controls imposed by the Acts. 8. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE AOC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE. 9. The parties acknowledge and agree that the Confidential Information and rights related thereto being protected by the AOC hereunder are of a special, unique, unusual and extraordinary character, which gives them a peculiar value, the loss of which may not be adequately or reasonably compensated for in damages in an action at law, and further agree that the breach by Company of any of the provisions of this Agreement shall cause the other party irreparable injury and<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> damage. In such event, the party alleging breach of this Agreement shall be entitled, as a matter of right, without further notice, to require of the other party specific performance of all of the acts and undertakings required of the other party hereunder and to obtain injunctive and other equitable relief in any competent court to prevent the violation or threatened violation of any of the provisions of this Agreement by the other party. Neither this provision nor any exercise by either party of its rights to equitable relief or specific performance herein granted shall constitute a waiver by either party of any other rights which it may have to, damages or otherwise. If either party brings suit to enforce the terms hereof, the successful party in such suit shall be entitled to receive all of its reasonable costs of litigation, including attorneys' fees. 10. If any provision of this Agreement is declared void, or otherwise unenforceable, to any extent, the parties shall endeavor in good faith to agree to such amendments that shall preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect. 11. Company warrants and represents that the individual who signs this Agreement for Company below has all requisite power and authority to enter into this Agreement on behalf of Company and to bind Company. 12. This Agreement contains the sole and entire agreement between the parties relating to the subject hereof and any representation, promise or condition not contained herein, or any amendment hereto or waiver hereunder shall not be binding on either party unless in writing and signed by an authorized representative of the party to be bound thereby. 13. This Agreement and all rights and obligations hereunder shall inure to and be binding upon the parties hereto and their respective successors, affiliates, agents, employees and assigns. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to choice of law principles. 14. This Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Company. Except as otherwise provided in any future agreement, either party may terminate this Agreement by written notice to the other. Notwithstanding any such termination, all rights and obligations hereunder shall survive with respect to Confidential Information disclosed prior to such termination. 15. The State of California, acting through the Judicial Council of California, Administrative Office of the Courts, is an intended third party beneficiary of this Agreement and shall have the right to enforce provisions of this Agreement directly against Company. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. Administrative Office of the Courts [Company] By: By: Name: Name: Title: Title:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>UNDERTAKINGS 6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement. 6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information. Neither party is liable to the other party or another person in respect of the Confidential Information or its use. 7. PUBLICATION OF INFORMATION FMO may be obliged to disclose through publication on its website, and other (social) media, certain details of the Project and FMO’s participation in a potential financing (no commercially sensitive or Confidential Information), for a period of at least 30 days, in advance of contracting. FMO and the Company will enter into separate and more detailed arrangement on disclosure prior to contracting of such financing. 8. TERM AND TERMINATION 8.1 This Agreement shall come into effect (i) until parties sign the underlying documentation in relation to the Project, or (ii) in the event parties do not sign any such documentation, on the date of this Agreement and shall continue to be in full force and effect for a period of 2 years. 8.2 Each party undertakes within 14 days of receipt of a written request of the other party: 8.2.1 subject to Clause 8.3, to return to the other party all documents and other material in its possession, custody or control that contain any part of the other party's Confidential Information; or 8.2.2 subject to Clause 8.3, to destroy by shredding or incineration all documents and other material in its possession, custody or control which reflect or have been generated from any part of the other party's Confidential Information and to certify to the other party that this has been done. 8.3 Without prejudice to the generality of Clause 8.2, each party may retain: (a) any minutes of meetings of their Board which reflect or have been generated from any part of the other party’s Confidential Information; and (b) a document to the extent a party is required to do so by law or a competent judicial governmental, supervisory or regulatory body; and (c) a copy of any<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> document to the extent that this is required for the purpose of the relevant party's own internal records, but the obligations in Clauses 3 and 4 of this Agreement shall continue to apply. 9. ANNOUNCEMENTS 9.1 Neither party shall disclose or announce the Purpose to another person without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except to the extent that such disclosure or announcement is required as specified in Clause 9.2 9.2 To the extent that a disclosure 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 specified) (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|> 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|>
<|start_header_id|>assistant<|end_header_id|>---------------------- Title: Manager of Business Development Title: President -------------------------------- ------------------------------------ Address: Yahoo! Address: Lexington, MA -------------------------------- ---------------------------------- -------------------------------- ---------------------------------- -------------------------------- ---------------------------------- </TABLE><|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into as of July 26, 2002 by and between Big Sky Transportation Company ("Big Sky") and Mesaba Holdings, Inc. ("Holdings"). In connection with a potential transaction (the "Transaction") between Holdings and Big Sky, Big Sky has and will furnish to Holdings certain information ("Information") including but not limited to financial, marketing and operational information, and such other information necessary for Holdings to evaluate the transaction. The term "Information" shall mean all information that Big Sky has furnished or is furnishing to Holdings, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by Holdings or by its Representatives, as defined below, that contains, reflects or is derived from the furnished information. In consideration of Big Sky's disclosure to Holdings of the Information, Holdings agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of Big Sky, be disclosed by Holdings or by its officers, directors, employees, agents or representatives (collectively, "Representatives"), in any manner whatsoever, in whole or in part, and shall not be used by Holdings or by its Representatives, other than in connection with evaluating the Transaction. Moreover, Big Sky agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Holdings in evaluating the Transaction and who are informed of this Agreement. Notwithstanding the foregoing, the above restrictions shall not apply to the following: (i) Information that is publicly available at the time of disclosure (through no act of Holdings of any of its Representatives); (ii) Information that is disclosed to Holdings by a third party that did not disclose it in violation of a duty of confidentiality; (iii) Information that was known to Holdings before such Information was provided to it or its Representatives by or on behalf of Big Sky; (iv) disclosures that are required to be made by Holdings or any of its Representatives under legal process by subpoena or other court order or other applicable laws or regulations (provided, however, that Holdings makes reasonable efforts to provide copies of such Information to, or informs Big Sky before disclosure), or that are requested by Big Sky. Without the prior written consent of Big Sky, neither Holdings nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Likewise, without the prior written consent of Holdings, neither Big Sky nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Big Sky and Holdings agree that, at the conclusion of their review of the Information, or within three business days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky. Neither Big Sky nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. Holdings agrees that neither Big Sky nor any of its Representatives shall have any liability to it or to any of its Representatives resulting from the provision or use of the Information. Each party acknowledges that it has been informed that the other party is a publicly-trade<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d corporation and that the Information and the Transaction must be secured from any use or dissemination until such time as proper disclosure can be provided to shareholders and the securities markets in order to protect the interests of shareholders of each party and so that the rules and statutes pertaining to information about and trading in publicly held securities can be followed. During such time as the parties are involved in discussions or negotiations concerning the Transaction and for a period of at least 60 days after conclusion thereof, neither party shall engage in any transactions whatsoever regarding the common stock of the other, whether publicly traded or privately held, registered or nonregistered, including, but not limited to, buying, selling, taking or granting options in or making or receiving offers or tender offers to buy, sell, trade, or exchange any stock of the other, without the express written consent of the other and without first fully complying with all applicable securities laws and regulations and the rules of all exchanges upon which the stock of each respective party is traded, provided however, that the foregoing shall not be construed to limit the right of either party to invest in mutual funds or other commercially available investment vehicles that may acquire the stock of the other party. Each party acknowledges and agrees that in the event of any breach of this Agreement by it, the other would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled at law or in equity, each party shall be entitled to an injunction of injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement, and that neither party nor any of its Representatives will oppose the granting of such relief. 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 of any such right, power or privilege preclude any other or further exercise thereof. Big Sky and Holdings agree that, unless and until a definitive agreement between them with respect to the Transaction has been executed and delivered, neither Holdings nor Big Sky will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression by either party or by any of their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement may be modified or waived only by a separate writing by Holdings and Big Sky expressly so modifying or waiving such Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts between residents of Minnesota that are to be wholly performed within such state. Big Sky and Holdings hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of related to this Agreement, the Information, or the Transaction. In witness whe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|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|>
<|start_header_id|>assistant<|end_header_id|>OC’s sourcing objectives; i. The AOC’s standards, policies, procedures and methodologies; j. The AOC’s volume information provided in the RFP; k. Any and all other information, data or materials that Company receives access to or obtains in connection with onsite visits, meetings or in any other forms of communication whether oral or written with AOC personnel and contractors; and l. Any and all other information, data or materials learned by Company through inspection of the AOC’s property regarding the AOC’s products, designs, business plans, strategies or processes, business opportunities, procurement or supply business plans, strategies or process, sales or marketing plans, strategies or processes, technical plans, strategies, or architecture, financial plans, strategies or processes, research, development, know-how, personnel, or third-party confidential information disclosed to Company by the AOC. 2. All Confidential Information disclosed by the AOC to Company shall be received in confidence by Company. Company agrees that it shall undertake all necessary and appropriate steps to ensure that the secrecy of the Confidential Information in its possession shall be maintained. Company als<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Parties further agree that unless and until a Definitive Agreement between the Parties with respect to a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction (including, without limitation, any obligation to negotiate in good faith toward a binding contract) by reason of this Agreement, the transmission of any Confidential Information or Confidential Materials, any written or oral expression with respect to a Possible Transaction or for any other reason. Each Party reserves the right at any time to terminate its consideration of a Possible Transaction. 13. Governing Law and Venue. The internal laws of the State of Florida, without regard to principles of conflicts of laws, shall govern the validity and interpretation of this Agreement, and the performance by the Parties of their respective duties and obligations hereunder. The Parties irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America located in the State of Florida, County of Hillsborough, for any actions, suits or proceedings arising out of or related to this Agreement. The Parties shall not commence any action, suit or proceeding relating to this Agreement except in such courts. The Parties agree that they may be served with process and receive notices at their respective addresses set forth on Exhibit B attached to this Agreement. The Parties irrevocably and unconditionally waive any objection to the laying of venue in any of the aforementioned courts and shall not plead or claim in any such court that an action, suit or proceeding brought in such court has been brought in an inconvenient forum. 14. Notice and Service of Process. All service of process, notices, consents, requests, claims, demands, instructions or other communications to be given hereunder by the Parties shall be in writing. All such service of process, notices, consents, requests, claims, demands, instructions or other communications may be given personally, by registered or certified mail (with proof of receipt, postage and expenses prepaid, return receipt requested), express package service, facsimile transmission, or electronic mail transmission. All such notices shall be deemed to be received as follows: (i) if delivered personally, when received, (ii) if mailed, three (3) days after being mailed, (iii) if sent by express package service, when signed for, (iv) if sent by fa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>csimile transmission, when the fax has transmitted over the telephone lines, as evidenced by a fax confirmation report generated by the transmitting machine (provided that a copy of such notice is also sent via U.S. mail, postage prepaid), and (v) if sent by electronic mail transmission, two (2) days after being sent. All notices shall be sent to the Parties at their respective addresses set forth on Exhibit B attached to this Agreement. The Receiving Party acknowledges and agrees that all (a) requests for Confidential Information or Confidential Materials, (b) communications regarding the Possible Transaction, (c) requests for facility tours or meetings, and (d) discussions or questions regarding procedures, shall be submitted or directed to Soneet Kapila of the Disclosing Party, unless otherwise directed in writing by Soneet Kapila. 15. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the Parties covering the subject matter hereof, supersedes all prior agreements and understandings concerning such subject matter, whether oral or written, and cannot be amended except by a written agreement executed by an authorized representative of each Party. 16. Waiver of Breach. No waiver of any provision of this Agreement shall be valid or binding unless the same is waived in writing by the Party against whom such waiver is to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. 17. Term. Unless otherwise set forth in this Agreement, this Agreement shall terminate on the earlier to occur of: (i) the consummation of a Possible Transaction pursuant to a Definitive Agreement, and (ii) two (2) years from the date that the Parties terminate their discussions and consideration of a Possible Transaction; provided, however, that all Confidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement after the termination of this Agreement. 18. Severability. If any provision of this Agreement, or the application of any provision of this Agreement to any person or circumstance, is held to be invalid, illegal or unenforceable, or inconsistent with any present or future law, ruling, rule, policy or regulation of any court or governmental or regulatory authority having jurisdiction over the subject matter hereof, then the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired th<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION AND NON-DISCLOSURE AGREEMENT DATED: December , 1996 Reference is made to that certain Agreement and Plan of Merger (the "Merger Agre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ement"), dated December , 1996 (the "Merger Agreement"), among AMERICAN UNITED GLOBAL, INC., a Delaware corporation ("AUGI") and its affiliate BTS ACQUISITION CORP., a Delaware corporation ("Mergerco"), both having their principal offices at 11130 NE 33rd Place, Suite 250, Bellevue, WA 98004; BROADCAST TOWER SITES, INC., a Delaware corporation (the "Company"), having its principal offices at 4340 East West Highway, Suite 1000, Bethesda, Maryland 20814; and SIMANTOV MOSKONA and SERGIO LUCIANI (hereinafter referred to individually a "Stockholder" and collectively, the "Stockholders"). The Merger Agreement provides for a merger of the Company with and into Mergerco, with Mergerco as the surviving corporation of such merger (the "Merger"). Pursuant to the terms of the Merger Agreement, each outstanding share of the Company's capital stock will be converted into the right to receive cash, certain promissory notes of AUGI and shares of Common Stock, $.01 par value per 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|>sclaims any and all liability for any errors and/or omissions which may be contained in the Information being made available at the Data Rooms or other information obtained in the course of any investigation and/or inspection of the Assets. 7. Except as otherwise indicated, no independent accountant has audited, reviewed, compiled or is in any way associated with the Information presented herein nor has an independent accountant expressed any conclusion thereon or given any other form of assurance with respect thereto. 8. In accordance with the terms of the NDA executed by you, the Information being made available to you at the Data Rooms or any other information to be made available to you by BDO is to be kept confidential and upon the express understanding that it will be used only for the purposes set forth above. 9. The Information being made available is confidential and may not be photocopied, reproduced or distributed to any other person at any time, except for the purposes of obtaining professional advice, without the prior written consent of BDO. Upon receipt of a written request, you agree to promptly return to BDO all materials including those printed <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>from the Website, written material and any notes of your verbal conversations with representatives of BDO obtained in the course of any investigation and/or inspection of the Assets. 10. In providing access to the Data Rooms, BDO does not accept any obligation to provide you with access to any additional information about the Assets. The Information being made available to you at the Data Rooms or any other information to be made available to you by BDO shall not be deemed to be an indication of the current or future state of affairs of Baldwin nor shall it constitute a representation that there has been no change in the business or affairs of Baldwin since the date thereof. 11. BDO reserves the right to negotiate with one or more prospective buyers at any time and to enter into a Definitive Agreement for the sale or other disposition of all or part of the Assets without prior notice to you or any other interested party. Also, BDO reserves the right not to sell or otherwise dispose of the Assets and to terminate, at any time, further participation in the investigation and due diligence process by you or any other party and to modify any data, documentation and other procedures relating to the proposed sale without assigning any reason thereto. 12. Under no circumstances shall any of the residents, partners or former partners or directors of Baldwin be contacted: (i) to answer any questions regarding the possible acquisition 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 reason, except in the ordinary course of business. 13. Any transaction will be subject to an approval and vesting order of the Superior Court of Justice (Commercial List).<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>COVENANT NOT TO COMPETE This Covenant Not to Compete (this "Agreement") is made this 3rd day of April, 1996 by and among Lumex, Inc., a New York corporation ("Seller"), Lumex Medical Products, Inc. (f/k/a MUL Acquisition Corp. I), a Delaware corporation ("Purchaser I"), MUL Acquisition Corp. II, a Delaware Corporation ("Purchaser II) (Purchaser I and Purchaser II are collectively referred to herein as "Purchasers"), and Fuqua Enterprises, Inc., a Delaware corporation ("Parent"). WITNESSETH WHEREAS, Seller through its Lumex division (the "Division") and an affiliated leasing company is engaged in the business of designing, manufacturing, marketing, selling, leasing and distributing a wide variety of health care products; and WHEREAS, Purchasers, wholly owned subsidiaries of Parent, are to acquire substantially all of the assets and properties of the Division pursuant to an Asset Sale Agreement, dated as of March 13, 1996, among Seller, Purchasers and Parent (the "Asset Sale Agreement"); capitalized terms used herein and defined in the Asset Sale Agreement shall have the meanings set forth in the Asset Sale Agreement when used herein unless otherwise defined herein or unless the context otherwise requires; and WHEREAS, following the consummation of the transactions contemplated by the Asset Sale Agreement, Purchasers will control and conduct the Business (as hereinafter defined); and WHEREAS, to induce Purchasers and Parent to consummate the Asset Sale Agreement and to acquire the Assets, Seller has agreed to execute this Agreement, the terms and conditions of which are a material and integral part of the consideration for the Asset Sale Agreement; NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants of the parties set forth in this Agreement and the Asset Sale Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise: 1.01 "BUSINESS" shall mean the design, manufacture, marketing, sale, leasing and distribution of health care products of the types and performing the functions of the products designed, manufactured, marketed, sold, leased or distributed by Seller through the Division as of the date of this Agreement. 1.02 "COMPETE" OR "COMPETING" shall mean with respect to the Business: (i) the design, manufacture, marketing, sale, leasing or distribution of health care products of the types or performing the functions of the products designed, manufactured, marketed, sold, leased and distributed by Seller through the Division as of the date of this Agreement; (ii) hiring, soliciting or attempting to hire or solicit any employee of the Division or Purchasers as of the Closing Date either on Seller's behalf or on behalf of any other person or entity; or (iii) entering into or attempting to enter into any business substantially similar to the Business, either alone or with any individual, partnership, corporation or association; provided, however, that Competing shall not mean or include the ownership, disposition or use of Excluded Assets. 1.03 "DIRECTLY OR INDIRECTLY" as they modify the words "Compete" or "Competing" shall mean<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>: (i) acting as an agent, representative, consultant, or independent contractor of any entity or enterprise that is Competing with the Business; (ii) participating in any such Competing entity or enterprise as an owner, partner, limited partner, joint venturer, or stockholder (except<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 available to it at law or in equity, provided, however, that in no event shall either Party be liable for any consequential damages of any nature whatsoever. 6. This Agreement shall not be construed as granting or conferring any ri<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ghts to license or otherwise, expressly, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement. 7. Neither Party shall disclose Confidential Information nor assign work hereunder to anyone other than the receiving Party's employees who have agreed in writing to maintain the Confidential Information as confidential and to execute all documents deemed reasonably necessary by the disclosing Party to permit compliance with all provisions of this Agreement. 8. Nothing contained 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|>thin ten (10) days after award and/or completion of the IFB, or upon demand by the County, all Confidential Informat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ion, including all photographs, sketches, models, and drawings related to the design, layout and operation of said project shall be destroyed and files deleted from all of the Bidder’s web sites and electronic devices (including but not limited to computers, cellular phones, etc.). Bidder shall also verify that all Confidential Information provided to partners, subcontractors, agents and clients has been destroyed. The successful Bidder shall destroy all Confidential Information within ten (10) days after final Project completion. 3. Indemnification Bidder agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney’s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts of Bidder, its subcontractors or its respective agents, servants, or employees or such parties’ related to said Confidential Information. 4. Confidentiality A. “Confidential Information” as outlined herein shall be used in strict confidence solely for the purpose allotted under this agreement and shall not be disclosed by the Bidder, its employees, partners, subcontractors, agents, or clients to a third party without the prior written consent of the County with the exception of the following; It was already in the possession of the receiving party; It is learned from or becomes publicly disclosed by a source with legal right to use and disclose same It is identical to information which was developed by the receiving party independently of any Confidential Information received from the other party. B. Confidential Information means all information relating to the design, layout and operation of said Project. 5. Governing Law This agreement validity, construction and effect shall be governed under the substantive law of the Commonwealth of Virginia without the giving effect to any choice of law provision. Bidder expressly waives any objection to venue or jurisdiction of the Loudoun County Circuit Court, Loudoun County, Virginia. 6. Entire Agreement The governing terms and conditions of this agreement are expressly limited to the terms and conditions contained in this Agreement. This agreement constitutes the complete integration of all oral and written documents, is the entire and final agreement between the parties and may be amended only in writing signed by authorized officials of both parties. 7. Authority to Bind Firm in Agreement Person signing Agreement will show title or authority to bind the firm in an 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|>Exhibit (d)(5) CONFIDENTIALITY AGREEMENT December 15, 2010 Verizon Communications Inc. 140 West Street New York, New York 10007 Ladies and Gentlemen: You have indicated an interest in evaluating a potential acquisition (the “Transaction”) of Terremark Worldwide, Inc. (the “Company”). In evaluating the Transaction, you have requested certain information regarding the Company and the Transaction from the Company. As a condition to your receipt of such information, you agree to treat any information 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 officers, 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 discu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ssions 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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|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|>
<|start_header_id|>assistant<|end_header_id|>atment will be accorded to such Evaluation Material to the extent such assurances are available. Subject to the foregoing conditions and limitations, the Receiving Party may disclose Evaluation Material under the circumstances set forth in this paragraph (b) without liability hereunder. (c) Other Public Disclosure. Except (i) for such public disclosure as may be necessary, in the good faith judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in violation of any applicable law, regulation or order, or (ii) with the prior written consent of the other Party, neither Party shall: (x) make any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or (y) make any public statement concerning a proposed Transaction. (d) Notice. If either Party proposes to make any disclosure in reliance on clause (i) above, the disclosing Party shall, to the extent practicable, provide the other Party with the text of the proposed 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>parties hereto. 17. Modification. No addition to, deletion from, or modification of the provisions of this Agreement shall be permitted or shall be binding upon a party hereto unless made in writing and signed by each party. 18. Assignment. The rights and obligations herein shall bind the parties, their legal representatives, successors, heirs, and assigns. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written. RECEIVING PARTY: VAPOTHERM, INC.: Signed: /s/ John Coolidge Signed: /s/ John Landry Name:<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> John Coolidge Name: John Landry Title: Consultant Title: VP + CFO Email xxx@xxx.com Email: jlandry@vtherm.com Address: xxx Address: 22 Industrial Drive xxx Exeter, NH 03833 xxx 603.658.0411 Phone: xxx-xxx-xxxx Date: Jan 28th 2014 Date: 1/28/14<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 1. Introduction. This Non-Disclosure Agreement (this “Agreement”), which shall be effective for all purposes as of March 1, 2011, is entered into among Blueknight Energy Partners, L.P., a Delaware limited partnership (“Blueknight”), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company (the “General Partner”), on the one hand, and MSD Torchlight, L.P. (“Receiving Party), on the other hand. From time to time, Blueknight and the General Partner may (but shall not be obligated to) disclose to Receiving Party certain “non-public” information relating to Blueknight, the General Partner, their respective Affiliates and their respective businesses. Receiving Party acknowledges that, in making any such disclosures, Blueknight is relying on an exception to the disclosure requirements of Regulation FD requiring the recipients of such non-public information, which may also be Material, to agree to keep such information confidential. In consideration for the receipt of such non-public information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Blueknight, the General Partner and Receiving Party agree as follows: 2. Definitions. (a) “Affiliate” has the meaning <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>provided in Rule 12b-2 of the Exchange Act. (b) “Blueknight Non-public Information” shall mean information pertaining to Blueknight, the General Partner and/or their respective Affiliates that has not been Publicly Disclosed and that Blueknight or the General Partner discloses to Receiving Party, including, without limitation, the existence of the Refinancing Meeting (as defined below) and attendance by Receiving Party or any other limited partner of Blueknight at such meeting and all information regarding the refinancing disclosed, discussed or made available to Receiving Party at the Refinancing Meeting. The term Blueknight Non-public Information shall not include, however, information which (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party in breach of this Agreement, (ii) was or becomes available to Receiving Party on a non-confidential basis prior to or after its disclosure by Blueknight or the General Partner from a person, other than Blueknight or the General Partner, who is not known by Receiving Party to be bound by an obligation to Blueknight or the General Partner to keep such information confidential or (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 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, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>scussions 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 respective Representatives may do so without liability, but each party hereto also agrees (i) to promptly notify the other party prior to any such disclosure to the extent practicable and legally permissible and (ii) to cooperate with the other party in any attempt it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information. 5. The Company may elect at any time to terminate further access by you to the Confidential Information. Following any written request by the Company, you agree, at the Company’s election, to either promptly redeliver to the Company or destroy all written Confidential Information in your possession or your Representatives’ possession, and you and your Representatives will not retain any copies, extracts or other reproductions in whole or in part of such written material. You further agree that all documents, memoranda, notes and other writings whatsoever prepared by you or your Representatives based on the Confidential Information shall be destroyed, and you shall delete, to the extent reasonably practicable, all Confidential Information from any computer or other electronic device. Notwithstanding the foregoing, no such destruction or deletion shall be required where prohibited by law, regulation, regulatory process or proceeding, or stock exchange regulation, or where the Confidential Information is part of the record of proceedings of your Board of Directors; provided, that any such Confidential Information so retained shall continue to be held confidential in accordance with the terms of this Agreement. 6. You and the Company also agree that, unless and until a binding agreement is entered into between the Company and you with respect to the Transaction, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between you and the Company or in any Confidential Information shall be deemed to constitute a representation or warranty. Except for the matters set forth in this Agreement or in any such binding agreement, neither party shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of tra<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>de, course of dealing or conduct. 7. You agree that certain Confidential Information may be deemed material non-public information under applicable securities laws. Without limitation of the other restrictions on use or transfer of Confidential Information described herein, you agree that while such information remains non-public, you will not engage, and will direct your Representatives not to engage, in any transactions in the securities of the Company in a manner which would constitute a violation of such laws. 8. From the date of this Agreement until the earlier to occur of (a) 11:59 p.m. (New York time) on February 3, 2011 and (b) the execution of a definitive agreement between the Company and you relating to a Transaction, except for discussions with you regarding the Transaction, the Company and its affiliates shall not, and the Company shall cause its Representatives not to, directly or indirectly, (w) solicit or knowingly encourage inquiries or proposals with respect to any offer or proposal to (i) sell, issue or otherwise transfer any equity securities (or securities convertible or exchangeable for equity securities) of the Company or any of its subsidiaries (except in accordance with the terms of convertible securities outstanding on the date hereof and pursuant to employment arrangements entered into in the ordinary course from time to time), (ii) sell or otherwise transfer any material assets of the Company or any of its subsidiaries or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation or other business combination involving the Company or any of its subsidiaries (any of the foregoing hereinafter referred to as an “Alternative Proposal”), (x) solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any Alternative Proposal, or (y) have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement an Altern<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>mes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract. "Supplies" means the end items furnished by the Contractor and related services required under this contract. The word does not include "data." (b) Contractor's obligations. (1) The Contractor warrants that for two years all supplies furnished under this contract will be free from defects in material and workmanship and will conform with all requirements of this contract; provided, however, that with respect to Government-furnished property, the Contractor's warranty shall extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor's warranty shall extend to the modification or other work. (2) Any supplies or parts thereof corrected or furnished in replacement shall be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty shall be equal in duration to that set forth in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. (3) The Contractor shall not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the C<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ontractor by action of the Government. In the event that correction or replacement has been directed, the Contractor shall promptly notify the Contracting Officer, in writing, of the nonavailability. (4) The Contractor shall also prepare and furnish to the Government data and reports applicable to any correction required (including revision and updating of all affected data called for under this contract) at no increase in the contract price. (5) When supplies are returned to the Contractor, the Contractor shall bear the transportation costs from the place of delivery specified in the contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor's plant and return. (6) All implied warranties of merchant ability and "fitness for a particular purpose" are excluded from any obligation contained in this contract. (c) Remedies available to the Government. (1) In the event of a breach of the Contractor's warranty in paragraph (b)(1) of this clause, the Government may, at no increase in contract price - (i) Require the Contractor, at the place of delivery specified in the contract (irrespective of the f.o. b. point or the point of acceptance) or at the Contractor's plant, to repair or replace, at the Contractor's election, defective or nonconforming suppies; or (ii) Require the Contractor to furnish at the Contractor's plant the materials or parts and installation instructions required to successfully accomplish the correction. (2) If the Contracting Officer does not require correction or replacment of defective or nonconforming supplies or the Contractor is not obligated to correct or replace under paragraph (b)(3) of this clause, the Government shall be entitled to an equitable reduction in the contract price. (3) The Contracting Officer shall notify the Contractor in writing of any breach of the warranty in paragraph (b) of this clause within 45 days after discovery of the defect or intrusion. The Contractor shall submit to the Contracting Officer a written recommendation within 5 work days as to the corrective action required to remedy the breach. After the notice of breach, but not later than 10 work days after receipt of the Contractor's recommendation for corrective action, the Contracting Officer may, in writing, direct correction or replacement as in paragraph (c)(1) of this clause, and the Contractor shall, notwithstanding any disagreement regarding the existence of a breach of warranty, comply with this direction. If it is later determined that the Contractor did not breach the warranty in paragraph (b)(1) of this clause, the contract price will be equitably adjusted. (4) If supplies are corrected or replaced, the period for notification of a breach of the Contractor's warranty in paragraph (c)(3) of this clause shall be two years from the furnishing or return by the Contractor to the Government of the corrected or replaced supplies or parts thereof, or, if correction or replacement is effect by the Contractor at a Government or other activity, for two years thereafter. (5) The righ<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ivering Party and its Representatives, shall have no liability to the Receiving Party or to any other entity resulting from the use of, or reliance upon, the Information by any person or entity. B. MAINTAINING CONFIDENTIALITY: The Information shall be kept confidential in perpetuity, and in strict accordance with the provisions of this Confidentiality Agreement. The Receiving Party shall take all reasonable precautions to prevent the disclosure of the Information to any third party, without the prior written consent of the Delivering Party. The Receiving Party and its Representatives, shall not, without the prior written consent of the Delivering Party, (except as such disclosure is required by law, regulation, government regulatory authority, court order or other legal process, and then only strictly pursuant to the terms of this Confidentiality Agreement), disclose the Information in any manner whatsoever, in whole or in part. The Receiving Party and its Representatives, shall not use the Information, or otherwise appropriate the Information for its own benefit, either directly or indirectly, for any purpose other than the consideration, contemplation and evaluation of the Transaction. The Receiving Party agrees to reveal the Information only to those Representatives who need to know the Information for the purpose of the consideration, contemplation and evaluation of the Transaction and who are informed by the Receiving Party of the confidential nature of the Information. The Receiving Party shall be responsible for any breach of this Confidentiality Agreement by its Representatives. C. WRITTEN RECORDS: The Receiving Party shall keep a record of the written Information furnished to the Receiving Party and of the location of all such Information, including all photocopies or other reproductions, a copy of which record shall be made available to the Delivering Party upon written request. D. RETURN OF INFORMATION: All copies of the Information, in documentary or other tangible form, shall be returned to the Delivering Party immediately upon the earlier to occur of: (i) the abandonment of the Transaction; or (ii) the written request of the Delivering Party; provided, however, that the Receiving Party may retain the Receiving Party’s Work Product, and any Information which it is required to retain pursuant to law, regulation, government regulatory authority, court order or legal process, as determined by the reasonably supported written opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party (“Retained Information”). The Retained Information shall be held by the Receiving Party, and kept confidential in strict accordance with the terms of this Confidentiality Agreement, or shall be destroyed, unless the Receiving Party is prohibited from destroying it. Any such destruction shall be confirmed in writing to the Delivering Party upon the Delivering Party’s request. Any and all oral Information shall continue to be held in strict accordance with this Confidentiality Agreement. E. COMPELLED DISCLOSURE: In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Information pursuant to this Confidentiality Agreement, becomes legally compelled to disclose any of the Information, the Receiving Party shall provide the Delivering Party with prompt Notice so that the Delivering Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. In the event that such protective order or other remedy is not sought, or if sought, is not obtained, or that the Delivering Party waives in writing compliance with the provisions of this Confidentiality Agreement, the Receiving Party shall furnish only that portion of the Information which the Receiving Party is compelled to disclose <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or else stand potentially liable for contempt or suffer any other censure or penalty, as determined by the reasonably supported written legal opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party, and the Receiving Party shall exercise its best efforts to obtain an order or other reliable assurance that confidential trea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 se<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nsitive 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 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|>In the event that the Receiving Party is issued any subpoena or other process requesting any of the Confidential Information or the Confidential Materials, the Receiving Party agrees that it will immediately furnish a copy of such subpoena or other process, via overnight delivery, to counsel to the Assignee, Edward J. Peterson, Esq. and Matthew B. Hale, Esq. of Stichter, Riedel, Blain & Postler, P.A., 110 East Madison Street, Suite 200, Tampa, Florida 33602, and to the Disclosing Party at the address set forth on Exhibit B attached to this Agreement. In the event that the Receiving Party is requested or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to d<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>isclose any of the Confidential Information or the Confidential Materials, then the Receiving Party shall provide the Disclosing Party with prompt written notice of such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 immediately deliver all VA records, data, copies of VA records and data, software and equipment, and information about VA data and systems recorded or documented by the contractor, in its possession or the possession of any subcontractors, to the VA official designated in the contract or pursuant to this agreement. The contractor will not retain any copies of any of these documents. l. All additions to, or modifications 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|>ty Circuit Court, Loudoun County, Virginia. 6. Entire Agreement The governing terms and conditions of this agreement are expressly limited<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> to the terms and conditions contained in this Agreement. This agreement constitutes the complete integration of all oral and written documents, is the entire and final agreement between the parties and may be amended only in writing signed by authorized officials of both parties. 7. Authority to Bind Firm in Agreement Person signing Agreement will show title or authority to bind the firm in an agreement. Name and authorized signature must appear below. Those authorized to sign are as follows: If a sole proprietorship, the owner may sign. If a general partnership, any general partner may sign. If a limited partnership, a general partner must sign. If a limited liability company, a “member” may sign or “manager” must sign if so specified by the articles or organization. If a regular corporation, the CEO, President or Vice-President must sign. Others may be granted authority to sign but the County requires that a corporate document authorizing him/her to sign be submitted with proposal. AGREED AND ACCEPTED BY: By: Name (printed): Title: Date: COMMONWEALTH OF VIRGINIA COUNTY OF to-wit: Acknowledged before me this day of , 2015. Notary Public Registration No.: My Commission Expires: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 the day of 2015 between , a company incorporated in the Republic of Singapore and having its registered office at , (hereinafter referred to as “the Company”) of the one part and ALEXANDRA HEALTH PTE LTD, a company incorporated in the Republic of Singapore and having its registered office at 90 YISHUN CENTRAL SINGAPORE 768828 (hereinafter referred to as “AHPL”) of the other part. WHEREAS: (A) The parties, for their mutual benefit, may have exchanged and wish to further exchange certain information, including but not limited to, trade secrets and proprietary know-how in order that each of them may evaluate such information for the purpose of determining their respective interests in establishing a business relationship between them. (B) The parties wish to define their rights with respect to the said information and to protect the confidentiality thereof and proprietary features contained therein. (C) The Company acknowledges that all information or data relating to the Purpose whether in writing, orally or by any other means if disclosed (whether directly or indirectly) to a third (3rd) party without the express authorization of AHPL is highly confidential and would have a detrimental effect on the business of AHPL, and that its disclosure could not only expose AHPL to liability but also to judicial sanctions and that such disclosure might also adversely affect AHPL’s patients and under certain circumstances, disclosure by the Company could expose the Company to criminal prosecution. In consideration of being made privy to the Confidential Information, the Company hereby agrees to observe and be bound by the terms of the Agreement. (D) The Company acknowledges that all information or data relating to Purpose also applies to any organisation/institution that is related to AHPL (i) either by reason of AHPL directly or indirectly controlling the organisation/institution; (ii) by reason of both AHPL and organisation/institution being controlled by or under the common control of a third party; or (iii) by reason that AHPL is obliged to provide support services to that organisation/institution for any reason. In the context of corporate entities, a person “controls” the entity if it owns and controls (i) more than fifty (50) percent of whose shares or other securities entitled to vote for election of directors (or other managing authority) in the entity, or (ii) more than fifty (50) percent of the equity interest in the entity, or (iii) is otherwise able to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise. NOW IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS In this Agreement, the following expressions shall have the following meanings: 1.1 'Purpose' shall mean any discussions and negotiations between or within the parties concerning or in connection with the establishment of a business relationship between the parties. 1.2 (a) 'Confidential Information' shall mean all information received from the other party which the latter has indicated in writing or labelled to be “Confidential”, “Proprietary Information” or with any other comparable legend to similar effect, at the time of disclosure [or if disclosed orally, confirmed in writing by the disclosing party as such within fifteen (15) days after its disclosure], which it may acquire in relation to the other party, including but without any limitation whatsoever: (i) all commercial, marketing and business information, strategic and development plans, intentions, any matter concerning AHPL, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with AHPL; (ii) information relating to the financial condition of AHPL, its accounts, audited or otherwise, notes, memorand<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>a, documents and/or records in any form whatsoever, whether electronic or otherwise; and (iii) scientific, technical, intellectual or other information in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, compositions, systems, techniques, product information, inventions, know-how, trade secrets, design rights, machines, computer programs, software, development codes and research projects; business plans, co-developer/collaborator identities, data, business records of every nature, customer lists and client database, pricing data, project records, market reports, sources of supply, employee lists, business manuals, policies and procedures, information relating to technologies or theory and all other information which may be disclosed by AHPL to the other party which the other party may be provided access by AHPL, whether stored electronically or otherwise; all information which is deemed by AHPL to be Confidential Information or which is generated as a result of or in connection with the business of AHPL and which is not generally available to the public; and all copies, reproductions and extracts thereof, in any format or manner of storage, whether in whole or in part, together with any other property of AHPL made or acquired by the other party or coming into their possession or control in any manner whatsoever. (b) All information as stated in Clause 1.2(a) above shall be and remain the sole property of the Discloser and shall be returned to the Discloser forthwith on demand at any time or without demand upon the termination of the other party's services. (c) The Company shall ensure that none of the patients of AHPL can be identified in any reports, submissions and publications of the Company, which shall be deemed to be Confidential information of AHPL within the meaning of this clause. Confidential Information does not include information: (i) which is or becomes public knowledge and public property in any way without breach of this Agreement by the Recipient; (ii) which the Recipient can show has been known or has been developed by or for the Recipient at any time independently of the information disclosed to it by the Discloser; (iii) which is hereafter disclosed or made available to the Recipient from a source other than the Discloser without breach by the Recipient or such source of any obligation of confidentiality or non-use towards the Discloser; (iv) which is hereafter made generally available by the Discloser or a third party or is disclosed by the Discloser to a third party without restriction on disclosure or use, including without limitation, by way of the publication of a patent specification; (v) which is disclosed orally unless it is identified as confidential at the time of disclosure and confirmed as such in writing by the Discloser within thirty (30) days of disclosure; (vi) which is disclosed by the Recipient with the prior written approval of the Discloser; or (vii) in respect of which a period of five (5) years has elapsed from the date of signature of this Agreement PROVIDED HOWEVER THAT the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because info<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>overning 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 th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at 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 be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part thereof without the prior written consent of the Company, and any purported assignment without such consent shall be null and void. Severability If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof shall be unimpaired and shall remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the Company’s intention with respect to such invalid or unenforceable term or provision. Entire Agreement This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. A waiver, amendment or modification shall only be effective if (a) it is in writing and signed by the Company and you, (b) it specifically refers to this Agreement and (c) it specifically states that the Company and/or you, as the case may be, is waiving or amending its rights hereunder. Any such amendment, modification or waiver shall be effective only in the specific instance and for the purpose for which it was given. This Agreement shall, except as otherwise specifically set forth herein, cease to be effective two years after the date hereof. Counterparts For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission shall constitute valid and sufficient delivery thereof. This Agreement is being deli<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 limited 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 of PJM Interconnection, L.L.C. (“Operating Agreement”); and WHEREAS, the Transmission Owners recognize that, while PJM serves as the Regional Transmission Organization in the PJM region, the Transmission Owners within the PJM region perform certain Transmission Functions, as Transmission Functions is defined in section 18 C.F.R. § 358 of the FERC rules and regulations, with respect to their individual transmission systems and distribution systems. WHEREAS, the Parties desire to enter into this Agreement to prote<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ct and maintain from disclosure to third parties the Confidential Information that will be exchanged to facilitate<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>olation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the spirit behind this Agreement is one of mutual trust, confidence and reliance upon each party to do what is fair and equitable. 12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof. 13. <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees. IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" ON THE DATES SET FORTH BELOW. Agreed, executed and acknowledged on 2/9/99, 1999 /s/ Michael M. Cimino Mike Cimino for High Speed Net Solutions /s/ Richard Seifert 02/08/99 Richard Seifert for R J Seifert Enterprises<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 trustee of any Competing Business. 2. Protection of Information. Selling Parties recognize and acknowledge that the Company's trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, proprietary information of the Company, as it exists from time to time (collectively, "Confidential Information"), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Selling Parties or that is disclosed by Selling Parties in accordance with the terms of a prior written consent of Meritage. For the purpose of enforcing this provision, the Company may resort to any remedy available to it under the law. In the event that any Selling Party is requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confidential Information or any other information concerning the Company, the Selling Parties agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Selling Parties with respect to the Company taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Section 2, Selling Parties shall use their reasonable best efforts to disclose only that portion of any Confidential Information which Selling Parties are advised by counsel is legally required and shall exercise all reasonable efforts to ensure that all Confidential Information so disclosed shall be accorded confidential treatment in accordance with this Section 2. 3. Severability. In the event that a court of competent jurisdiction determines that the Restriction Period is unenforceable, the Restriction Period shall mean *. Additionally, if any provision of this Agreement is held to be illegal,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sion to the party’s Fax number set forth below, with the party’s name and address set forth below clearly shown on the page first transmitted, and (ii) receipt by the transmitting party of written confirmation of successful transmission, which confirmation may be produced by the transmitting party’s equipment; (3) If transmitted by electronic mail (“Email”), one (or) Day(s) After the email was sent provided that a copy of the notice is sent, on the same date, to email #2, the text number, or fax number set forth below; (4) If deposited with the U.S. Mail, post prepaid, as registered or certified mail and addressed to the party to receive it as set forth below, seven (7) days after such deposit; (5) If sent by recognized delivery service (e.g., Federal Express) addressed to the party at the address set forth below, upon delivery or refusal of delivery, as evidenced by such delivery service’s records. Each party may change its Notice information, by giving Notice of the change to the other parties as provided for herein, and the new Notice information shall become effective as provided above. C. CUMULATIVE REMEDIES: The rights and remedies of the parties as provided in this Confidentiality Agreement shall be cumulative and not alternative and are in no way intended to limit or waive, but are in addition to, any other rights or remedies available under applicable law or otherwise. D. INJUNCTIVE RELIEF: The parties acknowledge that if a party should default in any of its obligations under this Confidentiality Agreement, it would be impracticable to measure the resulting damages to the aggrieved party and it may not be possible to adequately compensate the aggrieved party for the resulting injury by means or monetary damages. Accordingly, without prejudice to the right to seek and recover monetary damages, the aggrieved party shall be entitled to seek and obtain specific performance of this Confidentiality Agreement or other injunctive relief, and the parties each waive any defense that a remedy only in damages would be adequate and any requirement for the aggrieved party to post any bond or other security in order to obtain such relief. E. WAIVER: Any party may in writing <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>waive any provision of this Confidentiality Agreement to the extent such provision is for the benefit of the waiving party. No waiver by any party of a breach of any provision of this Confidentiality Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach. F. COUNTERPARTS: This Confidentiality Agreement may be executed in one or more separate counterparts, each of which shall be deemed an original instrument, but all of which, taken together shall constitute one and the same entire agreement. G. APPLICABLE LAW: The Confidentiality Agreement shall be construed in accordance with the laws of the State of California. H. ENFORCEABILITY: It is the intention of the parties that the provisions of this Confidentiality Agreement shall be enforced to the maximum extent possible. Accordingly, if any of the provisions of this Confidentiality Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be reformed by the court and enforced to the maximum extent possible. The invalidity or unenforceability of any particular provision of this Confidentiality Agreement shall not affect the validity or enforceability of any other provisions of this Confidentiality Agreement. I. ATTORNEYS’ FEES: In the event that any party hereto brings a judicial action or proceeding for a declaration of the rights of the parties under this Confidentiality Agreement, for injunctive relief, for an alleged breach or default, or for any other action related to the prosecution or defense of any claim, dispute or controversy between the parties arising out of this Confidentiality Agreement or the transactions contemplated hereby, whether or not suit is filed or prosecuted to final judgment, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other court costs incurred and any other damages or relief awarded. J. AMENDMENTS: No<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tions, techniques or systems of a party (including of any of the Corporations) or any customer of a party (including of any of the Corporations); financial or other non-public information. Some of the information in each of these categories is confidential in nature or constitutes a trade secret. This information received from a party (including of any of the Corporations), either orally or in writing, during the course of the Project shall be deemed to be confidential information (Confidential Information) for purposes of this Confidentiality Agreement. Notes, documents, summaries or reports which are prepared from Confidential Information to the extent such specifically refer or relate to Confidential Information are themselves Confidential Information. 2. Recipient acknowledges the sensitive and secret nature of the Confidential Informa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion it will have access to during the term of this Agreement and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the Recipient exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information. 3. Recipient shall not disclose Confidential Information to any person or entity, except its employees or partners involved in the Project, or to use the Confidential Information for any purpose other than fulfilling its obligations under the Project. Recipient acknowledges and agrees that breach of this Confidentiality Agreement by Recipient and/or anyone employed by or otherwise associated with Recipient may also constitute a violation of the Insider Trading Act and/or other securities and other laws. Access to or disclosure of Confidential Information by Recipient shall be limited to those employees or partners covered by a then effective legal obligation or agreement with Recipient that prohibits the disclosure or unauthorized use of confidential information deemed confidential by Recipient (Authorized Employees). The existence of such an agreement with an employee or partner of the Recipient shall not operate to relieve the Recipient from liability for acts of such employee or partner that result in a breach of this Confidentiality Agreement. 4. Recipient shall not make copies of the Confidential Information except for those copies required for use by Authorized Employees 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>shall not disclose Confidential Information to a third party without the prior written approval of the Disclosing Party. Each Party shall treat all Confidential Information in every form as confidential, and shall not reveal, divulge or disclose Confidential Information, at any time or for any reason, to any third person or entity. This provision shall survive the expiration, termination or cancellation of this 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 res<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ist 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 Confidential 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 term<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ively, "Confidential Information"), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Selling Parties or that is disclosed by Selling Parties in accordance with the terms of a prior written consent of Meritage. For the purpose of enforcing this provision, the Company may resort to any remedy available to it under the law. In the event that any Selling Party is requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confidential Information or any other information concerning the Company, the Selling Parties agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Selling Parties with respect to the Company taking steps to resist or narrow the scope o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>f such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Section 2, Selling Parties shall use their reasonable best efforts to disclose only that portion of any Confidential Information which Selling Parties are advised by counsel is legally required and shall exercise all reasonable efforts to ensure that all Confidential Information so disclosed shall be accorded confidential treatment in accordance with this Section 2. 3. Severability. In the event that a court of competent jurisdiction determines that the Restriction Period is unenforceable, the Restriction Period shall mean *. Additionally, if any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly. 4. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach. 5. Injunctive Relief. Selling Parties acknowledge and agree that Meritage and the Company would be irreparably harmed by any violation of Selling Parties' obligations under Sections 1 and 2 hereof and that, in addition to all other rights or remedies available at law or in equity, the Company will be entitled to injunctive and other equitable relief to prevent or enjoin any such violation. 6. Assignment by Company. Nothing in this Agreement shall preclude Zenith, Seller, Meritage or the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation or entity that assumes this Agreement and all obligations and undertakings hereunder. Upon such consolidation, merger or transfer of assets and assumption, the terms "Zenith," "Seller," "Meritage" and "Company," respectively, as used herein shall mean such other corporation or entity, as appropriate, and this Agreement shall continue in full force and effect. For purposes of Sections 1 and 2 hereof, the term "Company" shall mean all joint ventures (50% or more owned by Company), subsidiaries and parent companies of Company (whether corporate, partnership or other form), including the subsidiary that operates the Business as a division of Meritage Corporation. 7. Entire Agreement. This Agreement embodies the complete agreement of the parties hereto 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|>th Associates of HPE within fifteen (15) business days after such disclosure. 10. Termination of Discussions. Following written notice by one party to another of the termination of discussions between the parties, upon written request of the disclosing party, the receiving party shall take reasonable steps to instruct all persons involved in the Transaction to destroy all Confidential Information furnished to the receiving party by or on behalf of the disclosing party pursuant to this Agreement. Notwithstanding the foregoing, the receiving party and its Associates may retain any Confidential Information to the extent required pursuant to the regulatory compliance or record retention policies of such receiving party or Associate. 11. Term. The foregoing commitments of either party in this Agreement regarding the confidentiality and non-use of Confidential Information shall survive any termination of discussions between the parties and shall continue for a period of eighteen (18) months following the date of this Agreement. 12. Attorney-Client Privilege. To the extent that any Confidential Information of the disclosing party may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine, 13. Notice. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall he deemed properly given on the day of delivery (or, if such date is not a business day, on the first business day after delivery) if delivered by hand or email (if submitting by email, substantive discussions to be included only in password protected attachments) (with confirmation of delivery), or on the first business day after being sent by overnight courier or overnight express delivery service (in each case, with confirmation of delivery) to the address set forth beneath the name of such party below (or to such other address as such party shall have specified in a written notice given to the other parties hereto): if to HPE: Hewlett Packard Enterprise Company 3000 Hanover Street Palo Alto, CA 94304 Attn: General Counsel if to the Company: Nimble Storage, Inc. 211 River Oaks Parkway San Jose, CA 95134 Attn: General Counsel GC@nimblestorage.com 14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within that state. Each of the parties hereby agrees and irrevocably consents to personal jurisdiction and venue in any federal or state court within Wilmington, Delaware, having subject matter jurisdiction, for the purposes of any action, suit or proceeding arising out of or relating to this agreement. To the fullest extent permitted by law, each of the parties hereby agrees to waive trial by jury in any action proceeding or counterclaim brought by or on behalf of either party with respect to any matter whatsoever relating to this Agreement. 15. Enti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>re Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. All modifications of, waivers of and amendments to this letter agreement must be in writing and signed by both parties hereto. 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by email, facsimile, PDF, or other similar electronic means shall be deemed an original counterpart and duly delivered. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties ha<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 discussions 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 Inf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ormation 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 permit its Representatives access to the Confidential Information only to the extent necessary to allow them to assist the Recipient in the Purpose. The Recipient further agrees that prior to granting such Representatives access to the Confidential Information, the Recipient shall inform such Representatives of the confidential nature of the Confidential Information and of the terms of this agreement and require such Representatives to agree to abide by all the terms included herein. 4. Required Disclosure: If the Recipient or any of its Representatives is requested to disclose any Confidential Information in connection with any legal or administrative proceeding or investigation, or is required by law, regulation, stock exchange or regulatory authority to disclose any Confidential Information, such person or entity will (i) promptly notify the Corporation of the existence, terms and circumstances surrounding such a request or requirement (unless prohibited by law, regulation or order of a court or administrative tribunal) so that the Corporation may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this agreement, and (ii) if, in the absence of a protective order, such disclosure is required in the opinion of such person’s or entity’s counsel, such person or entity may make such disclosure without liability under this agreement, provided that such person or entity only furnishes that portion of the Confidential Information which is legally required, such person or entity gives the Corporation notice of the information to be disclosed as far in advance of its disclosure as practicable (unless prohibited by law, regulation or order of a court or administrative tribunal) and, upon Corporation’s request and at Corporation’s expense, such person or entity shall cooperate in any efforts by the Corporation to ensure that confidential treatment shall be accorded to such disclosed information. 5. Completeness of Confidential Information: The Recipient understands and agrees that none of the Corporation or its representatives makes any representation or warranty as to the accuracy or completeness of the Confidential Information, and the Recipient agrees that the Corporation and its representatives shall have no liability to the Recipient or any of its Representatives resulting from or relating to any use of the Confidential Information or any e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tes at the time of disclosure, as shown by files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party or its Associates; (iii) is obtained by the receiving party or its Associates from a source other than the disclosing party or its Associates, which source would not be reasonably expected by the receiving party or its Associates to have any obligation of confidentiality to the disclosing party with respect to such information; (iv) is approved, in writing, for release by the disclosing party; or (v) the receiving party or its Associates can document was independently developed by the receiving party or its Associates without use of or reference to the disclosing party’s Confidential Information. Each of the parties hereto agree not to use the Confidential Information disclosed to it by the other party or its Associates except in connection with preparing a proposal for and any discussions of a Transaction or as otherwise permitted hereunder. Neither party will disclose any Confidential Information of the other party to third parties except those of its Associates who are required to have the information in order to evaluate and discuss a Transaction. The receiving party shall inform its Associates of the confidential nature of the Confidential Information and shall instruct them to treat the information confidentially. The receiving party shall be responsible for any breach of this Agreement by its Associates and agrees, at its sole expense, to take all commercially reasonable measures to restrain its Associates from disclosure or use of the Confidential Information in breach of this Agreement. Each party agrees that it will take commercially reasonable measures to protect the confidentiality of, and to avoid having Confidential Information of the other party enter the public domain, become publicly available, or be held by persons not authorized hereunder to have such Confidential Information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. 2. Nonpublicity. The existence and the terms of this Agreement, any Transaction, the fact that any Confidential Information has been provided to the other party, and the existence, nature and status of any discussions between the parties shall be treated as Confidential Information hereunder, shall be maintained in strict confidence by the parties hereto and by their respective Associates and, subject to Section 3 of this Agreement, shall not be disclosed to any third party. 3. Required Disclosure. In the event that a receiving party or its Associates is or becomes legally compelled under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, whether or not as a result of a Transaction to which the Company has consented, to disclose any portion of the Confidential Information of a disclosing party, that discussions or negotiations between the parties hereto are taking place or have taken place, or any of the terms, conditions or other facts with respect to a Transaction, inclu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ding the status thereof, the receiving party will, and will direct its Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, and shall delay disclosure, if and to the extent permitted or practicable, until the disclaiming party has had an opportunity to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and/or its Associates with the relevant provisions of this Agreement. In the event that a protective order or other remedy is not obtained in such a proceeding, or the disclosing 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 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 ther<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 being disclosed by the disclosing party pursuant to this Agreement. 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, consultants, advisors and investors 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 without use <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>of any Confidential Information and by persons who have not had access to any Confidential Information (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. 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. 6. 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. * Confidential portions have been omitted from this public filing and have been filed separately with the Securities Exchange Commission. 7. 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. 8. 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 Section 4. 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. * Confidential portions have been omitted from this public filing and have been filed separately with the Securities Exchange Commission.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he foregoing, Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party or its Associates at the time of disclosure, as shown by files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party or its Associates; (iii) is obtained by the receiving party or its Associates from a source other than the disclosing party or its Associates, which source would not be reasonably expected by the receiving party or its Associates to have any obligation of confidentiality to the disclosing party with respect to such information; (iv) is approved, in writing, for release by the disclosing party; or (v) the receiving party or its Associates can document was independently developed by the receiving party or its Associates without use of or reference to the disclosing party’s Confidential Information. Each of the parties hereto agree not to use the Confidential Information disclosed to it by the other party or its Associates except in connection with preparing a proposal for and any discussions of a Transaction or as otherwise permitted hereunder. Neither party will disclose any Confidential Information of the other party to third parties except those of its Associates who are required to have the information in order to evaluate and discuss a Transaction. The receiving party shall inform its Associates of the confidential nature of the Confidential Information and shall instruct them to treat the information confidentially. The receiving party shall be responsible for any breach of this Agreement by its Associates and agrees, at its sole expense, to take all commercially reasonable measures to restrain its Associates from disclosure or use of the Confidential Information in breach of this Agreement. Each party agrees that it will take commercially reasonable measures to protect the confidentiality of, and to avoid having Confidential Information of the other party enter the public domain, become publicly available, or be held by persons not authorized hereunder to have such Confidential Information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. 2. Nonpublicity. The existence and the terms of this Agreement<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, any Transaction, the fact that any Confidential Information has been provided to the other party, and the existence, nature and status of any discussions between the parties shall be treated as Confidential Information hereunder, shall be maintained in strict confidence by the parties hereto and by their respective Associates and, subject to Section 3 of this Agreement, shall not be disclosed to any third party. 3. Required Disclosure. In the event that a receiving party or its Associates is or becomes legally compelled under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, whether or not as a result of a Transaction to which the Company has consented, to disclose any portion of the Confidential Information of a disclosing party, that discussions or negotiations between the parties hereto are taking place or have taken place, or any of the terms, conditions or other facts with respect to a Transaction, including the status thereof, the receiving party will, and will direct its Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, and shall delay disclosure, if and to the extent permitted or practicable, until the disclaiming party has had an opportunity to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and/or its Associates with the relevant provisions of this Agreement. In the event that a protective order or other remedy is not obtained in such a proceeding, or the disclosin<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 this CNDA shall be in writing and delivered by hand or courier service or by fax to the address (a) of the Supplier to the address provided by the Supplier with its request for additional information or to such other address as may be provided from time to time: (b) CPR Address: Attn: Office of the CIO Canadian Pacific Railway Building 1, 7550 Ogden Dale Road Calgary, Alberta T2C 4X9 3.04 Entire Agreement This CNDA, in respect of additional information, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous discussions, understandings and negotiations and it is agreed between the parties that there are no oral statements, representations, warranties, undertakings or agreements between the Parties modifying the provisions of this CNDA. 3.05 Amendments This CNDA shall not be amended except if in writing and signed by the Parties. 3.06 Offer and Acceptance This CNDA shall be deemed offered upon a request by the Supplier for additional information and shall be deemed accepted upon CPR providing the requested additional information. No physical execution of this CNDA is required or expected. 3.07 Provisions Severable If any provision of this CNDA is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this CNDA, and the remaining provisions of this CNDA shall not be affected and shall be valid and enforceable to the full extent permitted by law. 3.08 Binding Nature of Agreement This CNDA shall enure to the benefit of and shall be bind<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing upon the Parties hereto together with their respective heirs, legal personal representatives, successors and permitted assigns. No Party hereto shall assign in whole or in part its rights or obligations under this CNDA without the express written consent of the other Party. 3.09 Termination This agreement continues in effect for three years. Either party may terminate this CNDA for any reason by providing the other with 30 days’ advance written notice. The termination of this CNDA, or the completion or abandonment of the Permitted Purpose, shall not affect the survival of the non-disclosure obligations under this CNDA, which obligations shall survive for a period of 3 years. 3.09 Governing Law This CNDA shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the Province of Alberta. The Parties irrevocably submit 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 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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 Agreement" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you. You 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, stockholders, owners, affiliates, agents or representatives arising out of or relating to a transaction involving the Company (other than those as against the parties to a Sale Agreement with you in accordance with the terms thereof). LEGAL REMEDY You understand and agree that the Company would be irreparably injured and that money damages would not be a sufficient remedy for any breach of this Agreement by you or your representatives and that the Company will be entitled to seek specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by you or your representatives but shall be in addition to all other remedies available at law or equity. This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Unite<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d States of America located in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and you agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service of any process, summons, notice or document 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. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the courts of the United States of America located in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. It is understood and agreed that 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 hereunder. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. This Agreement and all of your obligations hereunder shall expire five years after the date hereof. If you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter. Very truly yours, IMO INDUSTRIES INC. By Credit Suisse First Boston Corporation, solely as Company's representative By: /s/ JONATHAN ROUNER ------------------------------------ Jonathan Rouner Director Accepted and agreed to as of the date hereof: UNITED DOMINION INDUSTRIES By: /s/ RICHARD A. BEARSE ------------------------------------ Richard A. Bearse Senior Vice President, Planning and Development<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ivities. 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 Confid<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ential 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 right. “Residuals” means information that is retained, as general knowledge and experience, in the unaided memory of the receiving party’s employees who have had access to the disclosing party’s Confidential Information within the scope of the receiving party’s obligations under this Agreement, but who no longer have access to such Confidential Information. However, Residuals does not include any detailed financial or personnel data. The ability to use Residuals shall be narrowly construed, is intended only to alleviate the possibility of inadvertent breach of this Agreement as a result of routine, unaided memory retention, and does not allow the receiving party to use or disclose information known to the receiving party to be Confidential Information that is subject to this Agreement. The memory of an employee of the receiving party is unaided if such employee has not intentionally memorized the Confidential Information or retained notes or other aids to such memory, 9. Commercial Relationship Use. Notwithstanding any obligations or restrictions to the contrary contained herein, if during due diligence review, HPE learns of flaws or problems with Company’s products, software, services or intellectual property rights, the Associates of HPE evaluating the potential Transaction may share such information with the Associates of HPE who are responsible for purchasing such products, software or services or licensing such intellectual property on behalf of HPE (“Purchasing Associates”). For avoidance of doubt, Purchasing Associates of the receiving party that receive such information agree to be bound by the terms of this Agreement. In the event any Confidential Information is disclosed pursuant to this Section 9, HPE shall notify the Company of any information shared with Associates of HPE within fifteen (15) business days after such disclosure. 10. Termination of Discussions. Following written notice by one party to another of the termination of discussions between the parties, upon written request of the disclosing party, the receiving party shall take reasonable steps to instruct all persons involved in the Transaction to destroy all Confidential Information furnished to 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|>Such persons must demonstrably be bound beforehand to keep the information confidential to the same strict extent as agreed herein, including after their contractual relationships are terminated insofar as the law allows. The DISCLOSEE will be liable for any and all losses the DISCLOSER suffers. 6. No licence, user or similar rights to any patent, patent application or knowhow may be deduced from this agreement, either directly or indirectly. 7. As with the confidential information, no results obtained from that information may be disclosed to any third parties or made available otherwise without the DISCLOSER's consent in writing. This also applies without limitations to any possible termination of the business relationship between both parties. 8. Any and all confidential information, including any and all protected and other rights created and/or produced in connection with the confidential information provided, no matter when or by whom, are the property of Fronius. The DISCLOSEE cannot deduce any rights from knowing the information and knowhow the DISCLOSER provides in respect of applying for protected rights against the DISCLOSER, particularly in terms of prior use. 9. The supplier (supplier = contractor) assures that any and all necessary rights for the production and distribution of the furnished and delivered materials and products are available and holds Fronius harmless from all and any claims by third parties resulting from an infringement of industrial and /or intellectual property rights/patents. 10. Any and all documents containing confidential information, copies of such documents and extracts the DISCLOSEE makes from such documents and models the DISCLOSER provides must be returned or demonstrably destroyed and their destruction be confirmed in writing should the DI<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>SCLOSER so require. 11. Documents which contain confidential information must not be reproduced or extracts made from them without the DISCLOSER's prior consent in writing. Models sent must not be analysed. 12. These obligations will not apply, or will cease to apply, to using information where the DISCLOSEE can show that that information / Passed into the public domain without breaching these obligations; / Was already in the DISCLOSEE's possession before the DISCLOSER disclosed it to it. Information will be deemed to be confidential information for the purposes of this non-disclosure agreement even if the confidential information comes under one or more of these exceptions only in part, provided the confidential information itself does not come under one or more of these exceptions in its entirety. 13. This agreement is binding on and against the parties' successors, wholly or in part. 14. Thi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 11. Receiving Party acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that Disclosing Party shall be entitled to injunctive relief in addition to other remedies and relief that would be available at law or in equity without the necessity of proving actual damages or posting a bond. In the event of any action for breach of this Agreement by Receiving Party or its Representatives, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses incurred in such action. 13. Each party, to the fullest extent permitted by applicable law, agrees that in the event a party brings any action, suit or proceedings under, or seeks enf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>orcement of any provision pursuant to this Agreement, including without limitation any action for a temporary or permanent injunction (a) to submit to the exclusive jurisdiction of the federal and state courts of the party against whom the action or enforcement is sought , (b) to irrevocably waive any objection to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient or inappropriate forum,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>o 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)<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>(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”), 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>terms and conditions set forth in section 3, or The Recipient shall permit its Representatives access to the Confidential Information only to the extent necessary to allow them to assist the Recipient in the Purpose. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ties with respect to the subject matter of this Confidentiality Agreement, and any and all other prior agreements, understandings, discussions, negotiations or representations and warranties between the parties hereto, whether oral or written, expressed or implied, are hereby terminated, superseded and cancelled in their entirety, and are of no further force or effect. THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT HAS SIGNIFICANT LEGAL CONSEQUENCES. BROKERS ARE NOT ATTORNEYS AND DO NOT PROVIDE LEGAL ADVICE. PRIOR TO SIGNING BELOW, EACH PARTY SHOULD SEEK THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE CONSEQUENCES OF THIS CONFIDENTIALITY AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF LEGAL COUNSEL PRIOR TO EXECUTION OF THIS CONFIDENTIALITY AGREEMENT AND HAS EITHER DONE SO OR HAS DECIDED NOT TO DO SO. THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT is executed as of . SELLER: □ If Seller is an individual: Seller: Seller: OR, □ If Seller is an entity: (Name of Entity) a (Type of Entity) By:(Signature) Name:(Name) Its:(Title) By:(Signature) Name:(Name) Its:(Title) Notice Information for Seller: Address: Telephone: Text Facsimile: Email #1 Email #2 BUYER: □ If Buyer is an individual: Buyer: Buyer: OR, □ If Buyer is an entity: (Name of Entity) a (Type of Entity) By:(Signature) Name:(Name) Its:(Title) By:(Signature) Name:(Name) Its:(Title) Notice Information for Buyer: Address: Telephone: Text Facsimile: Email #1 Email #2 LISTING AGENT: Listing Agent: By: Print Name: DRE License Number: Notice Information for Listing Agent: Address: Telephone: Text Facsimile: Email #1 Email #2 SELLING AGENT: Selling Agent: By: Print Name: DRE License Number: Notice Information for Selling Agent: Address: Telephone: Text Facsimile: Email #1 Email #2 © 2009-2018, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Publish<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Materials (as such terms are defined below) for the Receiving Party to review in order to evaluate a potential business opportunity between the Receiving Party and the Disclosing Party, including to prepare a proposal with respect to a potential sale involving the Assigned Assets (the “Possible Transaction”); WHEREAS, as a condition to furnishing the Confidential Information and the Confidential Materials to the Receiving Party and in order to protect the Confidential Information and the Confidential Materials, the Disclosing Party has required the Receiving Party to enter into this Agreement and abide by its terms; and WHEREAS, the Receiving Party, as a condition to receiving the Confidential Information and the Confidential Materials, has agreed to enter into this Agreement and agrees to keep such Confidential Information and Confidential Materials confidential in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and in consideration for the furnishing by the Disclosing Party of the Confidential Information and the Confidential Materials to the Receiving Party, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, with the intent to be legally bound, agree as follows: 1. Defined Terms. (a) “Confidential Information” shall include all information pertaining to the Assignors and their respective affiliates, employees, salespersons, independent contractors, agents, officers,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> directors, customers, suppliers, vendors, manufacturers, distributors, dealers, predecessors, successors and assigns disclosed by the Disclosing Party (or by a third party at the direction of the Disclosing Party) to the Receiving Pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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 De<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>aler 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 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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, competition, 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, representatives, or employees makes any representation or warranty, either express or implied, as to the accuracy or completeness of the Confidential Information. 3. The Confidential Information is being delivered or made available to the Investor with the understanding that the Investor will independently investigate all matters that the undersigned deems appropriate in evaluating the Property and the proposed Development. 4. The extent and irreparable nature of the damages that may result from a breach of this Agreement may make Owner’s legal remedies for such a breach inadequate. Therefore, in the event of such breach or threatened breach of this Agreement, Owner shall be entitled to appropriate injunctive relief without proof of actual damages, in addition, and not in substitution for, any other remedy Owner may have. 5. All written Confidential Information and any copies thereof in the Investor's possession or the possession of the Investor's employees or agents, including, without limitation, that portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for the Investor, shall be returned to Owner promptly upon its request. All unwritten Confidential Information shall be held by the Investor and kept strictly confidential by the Investor and its employees, representatives, and agents pursuant to the terms of this Agreement in perpetuity. 6. This Agreement will be governed by the laws of the State of Michigan; and in the event of any suit or action or appeal therefrom to enforce this Agreement, the prevailing party shall be entitled to an award of its costs and attorney's fees. 7. Each person executing this Agreement in a representative capacity represents and warrants that he and/or she is authorized to sign this Agreement on behalf of the entity set forth below. 8. The Investor acknowledges that the Confidential Information would not have been furnished to the undersigned in the absence of this Agreement. Notwithstanding the foregoing, the following will not constitute Confidential Information for purposes of this Agreement: (i) information that has become generally available to the public other than as a result of a disclosure by or through the Investor or its <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>employees, representatives, and agents; (ii) information that was available to the Investor on a non-confidential basis prior to its disclosure to the undersigned by the Owner; and (iii) information that becomes available to the Investor from a source not subject, to the best knowledge of the Investor after due inquiry, to any prohibition against disclosing the information to the undersigned. Undersigned acknowledges that the location of the Property is Confidential Information. Brokers may not obtain the Confidential Information without first obtaining the signature of a qualified Prospective Investor. PROSPECTIVE INVESTOR Telephone: 480-367-9090 Fax: 480-367-9191 Company Name By: Print Name: Title: Address: Telephone: Facsimile: E-Mail Address: Kindly return the executed copy to: Steven A Fried, Ltd. SAF Investments Steven Fried Ronald Fried Carissa DeLucia PO Box 6166<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> for control of system components, data acquisition, data processing, data archiving and reporting; and (iii) applications software packages (hereinafter, collectively referred to as the "System") as further defined in the Pilot Site Agreement between the parties (hereinafter referred to as the "Pilot Study"), and in the course of which the parties may exchange Proprietary Information, as hereinafter defined. The parties further desire to protect such Proprietary Information from unauthorized disclosure and use under the terms and conditions herein. 2. For purposes of this Agreement, Proprietary Information shall mean, without limitation, computer programs, code, algorithms, names and expertise of employees and consultants, formulas, processes, inventions, schematics and other technical, business, financial, pricing and product development plans, forecasts and strategies, together with any analysis or tangible embodiments of the Disclosing Party's Proprietary Information created by the Receiving Party. Proprietary Information shall be designated as such in writing by the Disclosing Party by appropriate legend or stamp, or, if first disclosed in a non-written or other non-tangible form, Proprietary Information shall be identified by the Disclosing Party at the time of disclosure as being disclosed in confidence and shall be reduced to tangible form and marked as confidential or proprietary and such tangible form shall be delivered to the Receiving Party within thirty (30) days after the date of first disclosure. During the above stated thirty-day period such Proprietary Information shall be protected in accordance with the terms of this Agreement. Proprietary Information shall further include any information or data that evidence, record, derive from or reveal any Proprietary Information. Notwithstanding the foregoing, the components of the System are hereby deemed to be Proprietary Information and as such are protected in accordance with the terms of this Agreement. 3. The Receiving Party shall preserve Proprietary Information received from the Disclosing Party in confidence by exercising at least the same degree of care used to restrict disclosure and use of the Receiving Party's own similar confidential information, but at least a reasonable degree of care, and shall refrain from disclosing such Propriety Information to its employees not involved in the Pilot Study, its consultants, representatives, or agents ( the "Affiliates") or to any third party without written authorization from the Disclosing Party. This Agreement shall be cons<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>trued to bind and impose obligations upon any other divisions, subsidiaries, business units, and/or affiliated companies 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|>CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT ATTACHMENT 3 - INVITATION FOR BID RFQ 205 CONSTRUCTION OF THE ASHBURN SHERIFF STATION THIS AGREEMENT is entered into by and between COUNTY OF LOUDOUN, VIRGINIA with offices at 1 Harrison St. S.E., Leesburg, Virginia 20175 (hereinafter “County”) and with offices at (hereinafter “Bidder”) on 2015. Whereas, the County is seeking bids from Bidders to construct the Ashburn Sheriff Station (the “Project”); and Whereas, the Bidder desires to obtain architectural drawings that detail the design of said project for the sole purpose of compiling and submitting a response to Invitation for Bid RFQ 205 to construct the Project. NOW IT IS THEREFORE AGREED: 1. Purpose The purpose of this agreement is to allow the Bidder access to Confidential Information as defined herein detailing the design of the Project for the sole purpose of compiling and submitting a bid in response to the County’s Invitation for Bid to construct the Project. This agreement is intended to ensure the safety and security of the Ashburn Sheriff Station. By signing this agreement the Bidder is stating that it will keep all Confidential Information (as defined in paragraph 4) in strict confidence and only use the Confidential Information on the Project identified herein. Further the Bidder warrants that its employees, partners, subcontractors, agents, and clients (collectively hereinafter the “Bidder”) will be similarly bound by this agreement, or by other similar constraints of confidentiality. 2. Disclosure The Bidder shall not publish, or make and/or retain copies or disclose to any third party, any Confidential Information furnished to the Bidder except to such extent as may be necessary to carry out the Bidder’s duties under this agreement and except to the extent that disclosure is required by judicial process in a legal proceeding, in which event Bidder will provide to the County notice of the request or demand to disclose Confidential Information. Within ten (10) days after award and/or completion of the IFB, or upon demand by the County, all Confidential Information, including all photographs, sketches, models, and drawings related to the design, layout and operation of said project shall be destroyed and files deleted from all of the Bidder’s web sites and elect<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ronic devices (including but not limited to computers, cellular phones, etc.). Bidder shall also verify that all Confidential Information provided to partners, subcontractors, agents and clients has been destroyed. The successful Bidder shall destroy all Confidential Information within ten (10) days after final Project completion. 3. Indemnification Bidder agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney’s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts of Bidder, its subcontractors or its respective agents, servants, or employees or such parties’ related to said Confidential Information. 4. Confidentiality A. “Confidential Information” as outlined herein shall be used in strict confidence solely for the purpose allotted under this agreement and shall not be disclosed by the Bidder, its employees, partners, subcontractors, agents, or clients to a third party without the prior written consent of the County with the exception of the following; It was already in the possession of the receiving party; It is learned from or becomes publicly disclosed by a source with legal right to use and disclose same It is identical to information which was developed by the receiving party independently of any Confidential Info<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, manufactured, marketed, sold, leased and distributed by Seller through the Division as of the date of this Agreement; (ii) hiring, soliciting or attempting to hire or solicit any employee of the Division or Purchasers as of the Closing Date either on Seller's behalf or on behalf of any other person or entity; or (iii) entering into or attempting to enter into any business substantially similar to the Business, either alone or with any individual, partnership, corporation or association; provided, however, that Competing shall not mean or include the ownership, disposition or use of Excluded Assets. 1.03 "DIRECTLY OR INDIRECTLY" as they modify the words "Compete" or "Competing" shall mean: (i) acting as an agent, representative, consultant, or independent contractor of any entity or enterprise that is Competing with the Business; (ii) participating in any such Competing entity or enterprise as an owner, partner, 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. 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 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 misappropriation or disclosure of such confidential information would cause irreparable harm to Purchasers and Parent. Seller acknowledges that such confidential information includes, without limitation, financial information concerning the Business, the names and addresses of actual and potential customers of the Business, studies of prospective market areas for the Business, supply sources of the Business, products of the Business, technical data concerning the Business, ideas of the Business, processes of the Business, financial matters concerning the Business, and trade secrets of the Business, such information collectively being referred to as the "Confidential Information." For purposes of this Agreement "trade secrets" means any information that derives independent value from being secret. Confidential Information shall not include any information or documents that (i) are or become publicly available without breach of this Section 2.02, (ii) Seller receives from any third party who, to the best of Seller's knowledge upon reasonable inquiry, is not breaching an obligation of confidence with Purchasers or Parent (including such an obligation under an agreement assigned to Purchasers pursuant to the Asset Sale Agreement) or without an accompanying obligation of confidence, or (iii) is required to be released by law. In the event that Seller is requested in any court or governmental proceeding to disclose any Confidential Information, Seller shall give Purchasers and Pa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>construed to limit the right of either party to invest in mutual funds or other commercially available investment vehicles that may acquire the stock of the other party. Each party acknowledges and agrees that in the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> event of any breach of this Agreement by it, the other would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled at law or in equity, each party shall be entitled to an injunction of injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement, and that neither party nor any of its Representatives will oppose the granting of such relief. 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 of any such right, power or privilege preclude any other or further exercise thereof. Big Sky and Holdings agree that, unless and until a definitive agreement between them with respect to the Transaction has been executed and delivered, neither Holdings nor Big Sky will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression by either party or by any of their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement may be modified or waived only by a separate writing by Holdings and Big Sky expressly so modifying or waiving such Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts between residents of Minnesota that are to be wholly performed within such state. Big Sky and Holdings hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of related to this Agreement, the Information, or the Transaction. In witness whereof, this Agreement has been executed as of the date first written above. BIG SKY TRANSPORTATION CO. By: /s/ KIM B. CHAMPNEY Its: President and CEO MESABA HOLDINGS, INC. By: /s/ ROBERT E. WEIL Its: Vice President & Chief Financial Officer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Confidentiality and Non-Disclosure Agreement ("Prospect") and ("Prospect’s Broker”) and (“Listing Broker”) agree to the following terms regardin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g the real property or business opportunity (collectively “Property”) described as: . 1. Confidentiality. Prospect and Prospect’s Broker acknowledge that all information and materials provided by Listing Broker regarding the above-referenced Property is confidential and may not be used for any purpose other than evaluation. Prospect’s and Prospect’s Broker’s dissemination of any information and materials provided by Listing Broker will be limited to attorneys, accountants, banking representatives, and business advisors directly involved with the above-referenced Property. In the event the transaction is not successful, Prospect and Prospect’s Broker will immediately return to Listing Broker any information and materials provided by Listing Broker. 2. Non-Disclosure. Listing Broker, Prospect, and Prospect’s Broker agree not to disclose to any other person the fact that any discussions or negotiations are taking place with regard to the Property, the actual or potential terms, conditions, or facts involved in any such discussions or negotiations. 3. Non-Circumvention. Prospect and Prospect’s Broker agree not to contact the Property owner, landlord, tenants, employees, or customers except through Listing Broker. Prospect and Prospect’s Broker further agree not to circumvent or interfere with Listing Broker’s contract with owner/landlord in any way. 4. Verification of Data. No representation is made by Listing Broker as to the accuracy of the information and materials provided. Prospect and Prospect’s Broker agree to thoroughly review and independently verify the information and materials provided. Listing Broker advises Prospect and Prospect’s Broker to consult appropriate professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property and the transaction contemplated. 5. Disputes. This agreement will be construed in accordance with the laws of the State of Florida. The Listing Broker will be entitled to all remedies provided by law, including but not limited to injunctive relief and damages. In any litigation arising out of this agreement, the prevailing party will be entitled to recover from the non-prevailing party reasonable attorney’s fees, costs, and expenses. 6. Term. This agreement will terminate (if<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT This Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the "Agreement" is made this 6th of February, 1999 by and between High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the "Parties", shall include both disclosing party and informed party without prejudice. Whereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit. Now, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever. a) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) kno<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>wn and/or available. b) For purposes of this Agreement, the term "associates" or "contacts" shall be defined as: in the case of a business entity its officers, directors, affiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent (5%) or more of the outstanding equity interest. c) The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each other's propriety knowledge and know-how, and will disclose such information only pursuant to the express written permission of the party who made such information available save where such information deemed to be in the public domain or under the order of a competent Court or Government Agency. d) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a "need to know" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party. e) It is understood and agreed<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 sell products using or incorporating the Confidential Information. (b) Both parties understand and acknowledge that no license under any copyrights, trademarks, or maskworks is granted to or conferred upon either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing. (c) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder. (d) This Agreement will be governed by the laws of the State of Utah without reference to conflict of laws principles, if any. (e) This Agreement constitutes the sole and entire agreement between the parties with respect to the Confidential Information and all restrictions thereon; it supersedes any and all prior or contemporaneous oral or written agreements, negotiations, communications, und<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erstandings and terms, whether express or implied regarding the Confidential Information, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement. (f) The disclosing party disclaims all warranties regarding all Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information. AGREED: ClearCenter, Corp.: Participant Entity: Signature: Signature: Name: Name: Title: Title: Date: Date: Name and Title (please type or print) Name and Title (please type or print)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he 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 o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther 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. Assurances. The Parties agree that all activity pursuant to this Agreement shall be in accordance with this Agreement and all applicable current or future federal, state, and local laws, and all applicable rules and regulations. 17. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 18. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 19. Entire Agreement; Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and BPS. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform. IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives. The Boston Public Schools (“BPS”) Signature: Date: Print Name: Title: (VENDOR) Signature: Date Print Name: Title: If the vendor is not an individual, each individual of a particular vendor who will be working with this data is required to submit a signed NDA.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>erson 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|>
<|start_header_id|>assistant<|end_header_id|>er of (a) the date a definitive agreement for EarthLink's acquisition of CIDCO is executed, or (b) October 31, 2001 (as the same may be extended by mutual written agreement of the parties, the "Restricted Period"), CIDCO will not, and will not authorize or permit any of its Representatives, to directly or indirectly, solicit, consider or encourage any inquiries or proposals for (or which may reasonably be expected to lead to) any Third-Party Offer, or engage in discussions, conver<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ng or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 11. Counterparts. This Agreement may be executed in any number of counterparts, no one of which needs to be executed by both Parties, and this Agreement shall be binding upon the Parties with the same force and effect as if each Party had signed the same document, and each such signed counterpart shall constitute an original of this Agreement. 12. Severability. In the event any provision of this Agreement is invalid as applied to any fact or circumstance, it shall be modified by the minimum extent necessary to render it valid, and its invalidity shall not affect the validity of any other provision or the same provision as applied to any other fact or circumstance. 13. Notice. Any notice required or permitted to be given shall be in writing and may be personally served or sent by facsimile or registered mail and shall be presumed to have been given as follows: if personally served, when served; if by fax, on the second business day after transmission thereof on a fax machine to the proper fax number with fax record thereof and confirming letter sent; or if mailed, upon receipt or after the tenth business day after deposit in the mail with airmail postage prepaid and properly addressed, whichever is earlier. For the purposes hereof, the addresses of the Parties hereto (until notice of a change thereof is give<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n as provided in this paragraph) shall be as follows: If to Chief Enterprises: Chief Enterprises, LLC Facsimile: [] Attention: If to the Company: Facsimile: [] Attention: 14. Modification. This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by the Parties hereto. 15. Term and Termination. This Agreement shall be in effect for a period of two (2) years from the date hereof, provided that (i) either Party may terminate this Agreement by giving 60 days’ written notice in accordance with the notice provisions hereof and (ii) with respect to Confidential Information disclosed hereunder, the confidentiality obligations set forth in Paragraph 2(a) shall remain in full force and effect for so long as such Confidential Information remains confidential and non-public. Notwithstanding anything to the contrary herein, information or property which is protected by law for a longer period of time (e.g. trade secrets) shall continue to receive all protections to which it is entitled for so long as it qualifies for protection under the applicable law. * * * IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Chief Enterprises, LLC (Company’s Legal Name) By: By: 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|>BOMI International NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the “Agreement”) is made by and between BOMI International, Inc. (“BOMI”), and you, the test taker (“Attendee”). In consideration for your right to take the CBT Test, Attendee agrees to the following: 1. “Confidential Information” shall mean all information, whether communicated in oral, written, electronic or other form, furnished by BOMI or prepared by Attendee during the Testing Period, including, but n<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ot limited to, answers and notes made by Attendee during the Testing Period, any test questions and answers, any accompanying Test materials and like information, and any and all other Test information of, or provided by, BOMI. All notes, analyses, compilations, and other documents prepared by Attendee during the Testing Period, which contain or otherwise reflect information regarding the Test, will also be “Confidential Information.” The Testing Period includes all time immediately prior to, during, and immediately following the scheduled Test time. 2. Attendee will preserve as confidential all Confidential Information that Attendee may obtain or prepare in relation to the Test during the Testing Period. Without BOMI’s prior written consent, which may be given or withheld by BOMI in its sole and absolute discretion, Attendee will not at any time, whether during or after the Testing Period, (a) disclose any Confidential Information to any third party nor give any third party access thereto, nor (b) use any Confidential Information except as required in taking 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|>ned breach of confidentiality, the Owner shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 12. Neither Party shall assign any of its rights or obligations hereunder, except to an Affiliate or successor in interest, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 13. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 14. This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures concerning such subject matter; (b) may not be amended or in any manner modified except by a written instrument signed by authorized representatives of both Parties; and (c) shall be governed and construed in accordance with the laws of Germany without regard to its choice of law provisions. 15. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. 16. In addition to all remedies available in law and equity, a party who breaches or attempts to breach this Agreement shall be liable to the other party for all legal fees and costs incurred in the successful enforcement of this Agreement or the successful establishment of breach of this Agreement. IN WITNESS WHEREOF, each of the Parties h<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ereto has caused this Agreement to be executed by its duly authorized representative. AMPHENOL Tuchel Industrial GmbH By: By: Signature Signature By: By: Printed Name: Printed Name: Title: Title: Dated: Dated:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT This CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT (“Agreement”) is made and entered into this day of , 201, by and between BROOKS’ BOTTLING COMPANY, LLC, a New York Limited Liability Company (“BROOKS”) and [ ] (“CLIENT”) (BROOKS and CLIENT are sometimes collectively referred to as the “Parties”) RECITALS A. BROOKS is engaged in the business of bottling products for various CLIENTS and has entered into discussion with relating to establishing a business relationship in connection with preparing and bottling certain of CLIENT’s product(s). As such, BROOKS will need access to certain personal, financial and product information relating to CLIENT and its products. B. CLIENT desires to maintain the confidentiality of all personal, financial and product information disclosed to BROOKS. BROOKS is willing to receive all such personal, financial and product information in confidence, and the Parties deem it to be in their mutual best interest to protect such personal, financial and product information as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, agreements, covenants, conditions and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Confidential Information 1.1 With the understanding that CLIENT’s Formulations and Processing Procedures are proprietary to CLIENT, to the extent that CLIENT shall disclose to BROOKS personal, financial and product information, including their Formulations and Processing Procedures (“Confidential Information”), then all the Confidential Information disclosed to BROOKS shall be received by BROOKS in confidence for purposes of this Agreement except as otherwise provided under Section 3 below. 1.2 BROOKS, its directors, employees, agents and representatives shall not disclose, disseminate, publish, communicate or divulge any Confidential Information to anyone outside BROOKS, or to any employee of BROOKS not having reasonable need for access to such information, unless CLIENT expressly consents to such disclosure in writing. 2. Representations and Warranties 2.1 Each of CLIENT and BROOKS represents and warrants that neither their discussions nor their anticipated business relationship do not and will not breach any agreement which either of them may have with any other party. 2.2 BROOKS acknowledges that any failure by BROOKS to fulfill any obligation under this Agreement, or any breach by BROOKS 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 thir<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d 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 said 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 written amendment modifying or waiving the term of this Agreement. 8. Headings. The headings of the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof or affect the meaning or interpretation of this Agreement. 9. Complete Agreement. This Agreement sets forth the entire and complete understanding of the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, with respect to 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 ("Prospect") and ("Prospect’s Broker”) and (“Listing Broker”) agree to the following terms regarding the real property or business opportunity (collectively “Property”) described as: . 1. Confidentiality. Prospect and Prospect’s Broker acknowledge that all information and materials provided by Listing Broker regarding the above-referenced Property is confidential and may not be used for any purpose other than evaluat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ion. Prospect’s and Prospect’s Broker’s dissemination of any information and materials provided by Listing Broker will be limited to attorneys, accountants, banking representatives, and business advisors directly involved with the above-referenced Property. In the event the transaction is not successful, Prospect and Prospect’s Broker will immediately return to Listing Broker any information and materials provided by Listing Broker. 2. Non-Disclosure. Listing Broker, Prospect, and Prospect’s Broker agree not to disclose to any other person the fact that any discussions or negotiations are taking place with regard to the Property, the actual or potential terms, conditions, or facts involved in any such discussions or negotiations. 3. Non-Circumvention. Prospect and Prospect’s Broker agree not to contact the Property owner, landlord, tenants, employees, or customers except through Listing Broker. Prospect and Prospect’s Broker further agree not to circumvent or interfere with Listing Broker’s contract with owner/landlord in any way. 4. Verification of Data. No representation is made by Listing Broker as to the accuracy of the information and materials provided. Prospect and Prospect’s Broker agree to thoroughly review and independently verify the information and materials provided. Listing Broker advises Prospect and Prospect’s Broker to consult appropriate professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property and the transaction contemplated. 5. Disputes. This agreement will be construed in accordance with the laws of the State of Florida. The Listing Broker will be entitled to all remedies provid<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>at the disclosing party’s remedy at law for any breach of this Agreement would be inadequate and that in the event of any actual or threatened breach by the receiving party of any of its obligations imposed by this Agreement, the disclosing party shall have the right to a temporary restraining order and preliminary and permanent injunctive relief to prevent or minimize such breach. The receiving party hereby waives, to the extent permitted by law, the requirement that the disclosing party post bond prior to entry of an injunction and also waives in such injunction proceeding the defense that disclosing party has an adequate remedy at law. 7. Term; Return of Confidential Information. 7.1 Unless terminated earlier by mutual agreement of the parties or terminated by Champion in the event of breach by Company of any obligation set forth herein, the term of this Agreement shall continue until the completion of the purpose set forth in Section 2. All Confidential Information shall remain subject to the obligations to maintain the confidentiality thereof indefinitely following the date of termination of this Agreement. 7.2 The receiving party agrees to immediately return and to deliver all originals and copies of any Confidential Information in its possession or subject to its control to the disclosing party at the address first written above upon the first to occur of the following: termination or expiration of this Agreement; or completion of or termination of the purpose set forth in Section 2 of this Agreement. 8. Governing Law. This Agreement shall be deemed to be executed within and shall be governed by and construed in accordance with the law of the State of South Carolina, without regard to conflicts of law principles. The parties agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement be brought in the State or Federal Courts situated in Greenville County, SC, that the parties hereby consent to the jurisdiction of any such court, and that the parties irrevocably waive any objection to the laying of venue of any such suit, action or proceeding in any such court or that any such court is an inconvenient forum. 9. Regulatory Compliance; Export Control. Company understands and agrees that the information disclosed, made available, or provided herein is private, confidential, proprietary, and may also be controlled technical data or technology under the Export Administration Regulations (“EAR”) or International Traffic in Arms Regulations (“ITAR”), Office of Foreign Assets Control (“OFAC”), or subject to other laws or regulations. Company agrees and covenants that it will not release, show, make available, disclose or deliver in any form or fashion all or any part of this information to any person who is not a U.S. Citizen, a lawful permanent resident of the United States (i.e., valid “Green Card” holder – a Visa is irrelevant for this purpose), or who has received Political Asylum in the United States without first having determined whether it is lawful to do so under U.S. laws including the EAR, ITAR , and OFAC. Further, Company will not release, show, make available, disclose or deliver in any form or fashion all or any part of this information to any non-U.S. Person without having first obtained the necessary license or approval that may be required from the U.S. Department of Commerce, Department of State, Department of Treasury, or other agency, department, or office. Company agrees that if a license or other approval is necessary it will promptly advise Champion in writing of its determination and confirm that it has not released any controlled technical data or technology and that it is seeking a license or other approval. 10. Assignment. Neither this Agreement, nor any rights or obligations her<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eunder, may be assigned or delegated by either party without the prior written consent of the other party. This Agreement shall benefit and be binding upon the parties hereto together with its respective employees, officers, directors, subsidiaries, branches, divisions, and affiliates. 11. Miscellaneous. 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-NEGOTIABLE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT: TRANSPORTATION CHALLENGE 2017 This Confidentiality and Non-Disclosure Agreement <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>(“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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 Information; Confidentiality. (a) Each Receiving Party shall keep all Confidential Inf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ormation 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, and shall not use such Confidential Information, directly or indirectly, for any purpose other than in connection with evaluating the Transaction. The exposure of the Receiving Party to the Confidential Information or its disclosure shall not be construed in any way to grant to the Receiving Party any right or license with respect to the Information other than the right to use such Confidential Information strictly in accordance with this Agreement. Moreover, each Receiving Party shall have the right to disclose that it is evaluating the Transaction and transmit Confidential Information to its Representatives only if and to the extent that such Representatives need to know the Confidential Information for the purpose of evaluating the Transaction and are informed by such Receiving Party of the confidential nature of the Confidential Information and agree (in writing) to be bound by the terms of this Agreement. Each Party shall be responsible for any actions by its Affiliates and/or Representatives which are not in accordance with the agreements herein regarding the conduct of its Affiliates and/or Representatives. Visitors shall not take photographs or otherwise record the activities at the other party’s facilities. (b) Promptly following the request of the Disclosing Party, the Receiving Party shall, as directed by the Disclosing Party, (i) destroy (and confirm such destruction in writing to the Disclosing Party) or (ii) return all Information it receives or obtains from a Disclosing Party and all copies thereof, as well as all other materials containing Confidential Information in the Receiving Party’s possession (including, without limitation, notes), without retaining any copies or extracts thereof. (c) Should it be necessary for a Receiving Party, or anyone to whom it transmits Confidential Information pursuant to this Agreement, to disclose any of the Confidential Information it received from a Disclosing Party in order to comply with applicable law or legal process (including, without limitation, the disclosure requirements of any securities exchange), the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement(s) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In any event, the Receiving Party or such Person to whom it transmits Confidential Information pursuant to this Agreement will disclose only that portion of the Confidential Information which, in the reasonable opinion of its legal counsel, it is legally required to disclose and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. (d) Each Party agrees to submit to the other Party all advertising, sales, and promotional materials, press releases and other publicity materials relating to the Transaction wherein the name and/or mark of the other Party is mentioned or containing language from which the connection of said names or marks may be inferred or implied. The Parties further agree not to publish or use such advertising, sales and promotional materials, press releases, or other publicity materials before receiving the prior written approval from the other Party. Such approval shall not be unreasonably withheld or delayed. Without the consent of the<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 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 AOC’s sourcing objectives; i. The AOC’s standards, policies, procedures and methodologies; j. The AOC’s volu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>me information provided in the RFP; k. Any and all other information, data or materials that Company receives access to or obtains in connection with onsite visits, meetings or in any other forms of communication whether oral or written with AOC personnel and contractors; and l. Any and all other information, data or materials learned by Company through inspection of the AOC’s property regarding the AOC’s products, designs, business plans, strategies or processes, business opportunities, procurement or supply business plans, strategies or process, sales or marketing plans, strategies or processes, technical plans, strategies, or architecture, financial plans, strategies or processes, research, development, know-how, personnel, or third-party confidential information disclosed to Company by the AOC. 2. All Confidential Information disclosed by the AOC to Company shall be received in confidence by Company. Company agrees that it shall undertake all necessary and appropriate steps to ensure that the secrecy of the Confidential Information in its possession shall be maintained. Company also agrees that it shall treat the Confidential Information with not less than the same degree of care and confidentiality with which it treats its own confidential information, but in no event less than reasonable care. Company agrees that access to the Confidential Information shall be given by it only to those of its employees who have a need to know to engage in the business relationship contemplated by this Agreement and who have signed a non-use and non-disclosure agreement in content at least as protective of the Confidential Information as the provisions hereof, prior to any disclosure of the Confidential Information to such employees. 3. Company shall not (i) use <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>niquely 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 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ause irreparable harm to the Disclosing Party and agrees that in the event of breach, the Disclosing Party shall have in addition to any and all remedies at Law, the right to an injunction, specific performance or other equitable relief. A party’<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s liability for breach of this Agreement shall be limited to the dollar amount of any direct damages caused by gross negligence, intentional or deliberate misconduct of such Party or of its Reviewing Representative. The Party shall not be liable for special, incidental, consequential and indirect damages, court costs and attorneys’ fees in connection with any breach hereunder. g. Governing Law. This Agreement shall be interpreted, construed and governed by the Laws of the State of Delaware exclusive of the conflicts of laws provisions. h. Other PJM Agreements or Tariffs. This Agreement shall not be construed to alter or lessen the protection for confidential treatment of information under PJM’s agreements or tariffs, or otherwise pursuant to an order of the Commission. i. Party. Any entity that becomes a party to the Consolidated Transmission Owners Agreement dated December 15, 2005 may become a Party to this Agreement by executing a copy, proving an executed copy to PJM and giving notice to all parties in accordance with this Agreement. j. Withdrawal. A Party may withdraw from this Agreement on 30-day notice by giving notice to all Parties in accordance with the notice requirements of this Agreement, subject to such withdrawing party certifying in writing prior the effectiveness of suc<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> receiving offers or tender offers to buy, sell, trade, or exchange any stock of the other, without the express written consent of the other and without first fully complying with all applicable securities laws and regulations and the rules of all exchanges upon which the stock of each respective party is traded, provided however, that the foregoing shall not be construed to limit the right of either party to invest in mutual funds or other commercially available investment vehicles that may acquire the stock of the other party. Each party acknowledges and agrees that in the event of any breach of this Agreement by it, the other would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in additi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on to any other remedy to which it may be entitled at law or in equity, each party shall be entitled to an injunction of injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement, and that neither party nor any of its Representatives will oppose the granting of such relief. 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 of any such right, power or privilege preclude any other or further exercise thereof. Big Sky and Holdings agree that, unless and until a definitive agreement between them with respect to the Transaction has been executed and delivered, neither Holdings nor Big Sky will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression by either party or by any of their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement may be modified or waived only by a separate writing by Holdings and Big Sky expressly so modifying or waiving such Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts between residents of Minnesota that are to be wholly performed within such state. Big Sky and Holdings hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of related to this Agreement, the Information, or the Transaction. In witness whereof, this Agreement has been executed as of the date first written above. BIG SKY TRANSPORTATION CO. By: /s/ KIM B. CHAMPNEY Its: President and CEO MESABA HOLDINGS, INC. By: /s/ ROBERT E. WEIL Its: Vice President & Chief Financial Officer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ther fact or circumstance. 13. Notice. Any notice required or permitted to be given shall be in writing and may be personally served or sent by facsimile or registered mail and shall b<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e presumed to have been given as follows: if personally served, when served; if by fax, on the second business day after transmission thereof on a fax machine to the proper fax number with fax record thereof and confirming letter sent; or if mailed, upon receipt or after the tenth business day after deposit in the mail with airmail postage prepaid and properly addressed, whichever is earlier. For the purposes hereof, the addresses of the Parties hereto (until notice of a change thereof is given as provided in this paragraph) shall be as follows: If to Chief Enterprises: Chief Enterprises, LLC Facsimile: [] Attention: If to the Company: Facsimile: [] Attention: 14. Modification. This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by the Parties hereto. 15. Term and Termination. This Agreement shall be in effect for a period of two (2) years from the date hereof, provided that (i) either Party may terminate this Agreement by giving 60 days’ written notice in accordance with the notice provisions hereof and (ii) with respect to Confidential Information disclosed hereunder, the confidential<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ollaboration proposed which is disclosed during the term of the contract and is accessible only to a limited circle of persons or where the DISCLOSER intends that it should only be available to a limited circle of persons, however that information may be disclosed, e.g. in writing, orally, by telephone, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>encoded, presented in graphic form, etc. and whatever the media and recording process used, e.g. optically, electronically or magnetically. The DISCLOSEE for the purposes of this agreement is the DISCLOSEE as defined above. 3. The DISCLOSEE agrees to keep any and all written, electronic and oral information and models conveyed or made available to it directly or indirectly in the course of the collaboration strictly in confidence and not to disclose it or make it available to any third party without the DISCLOSER's consent in writing. 4. The DISCLOSEE also agrees not to use the confidential information other than for the purpose as provided herein and not to use that information commercially in any way without the DISCLOSER's consent in writing. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>pt as authorized under the contract or this agreement. k. Upon completion or termination of the contract for any reason, the contractor will immediately deliver all VA records, data, copies of VA records and data, software and equipment, and information about VA data and systems recorded or documented by the contractor, in its possession or the possession of any subcontractors, to the VA official designated in the contract or pursuant to this agreement. The contractor will not retain any copies of any of these documents. l. All additions to, or modifications of, this agreement must be in writing and signed by both parties. m. This agreement is made under, and shall be governed by, the laws of the United States. 4. SECURITY a. Contractor personnel performing work under this contract shall satisfy all requirements for appropriate security eligibility in dealing with access to sensitive information and information systems belonging to or being used on behalf of VA. To satisfy VA requirements, procedures defined in VA Directive & Handbook 0710, Personnel Suitability and Security Program are required. b. The investigative history for contractor personnel working under this contract must be maintained in the databases of either the Office of Personnel Management (OPM) or the Defense Industrial Security Clearance Organization (DISCO). Should the contractor use a vendor other than OPM or Defense Security Service (DSS) to conduct investigations, the investigative company must be certified by OPM/DSS to conduct contractor investigations. c. All costs associated with obtaining clearances for contractor provided personnel will be the responsibility of the contractor. Further, the contractor will be responsible for the actions of all individuals provided to work for VA under this contract. In the event that damages arise from work performed by contractor provided personnel, under the auspices of this contract, the contractor will be responsible for all resources necessary to remedy the incident. 5. SOFTWARE PROGRAM INTEGRITY The contractor warrants and represents that the contractor-supplied software, other than the key software, does not and will not contain any program routine, device, code, or instructions (including any code or instructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, bug, error, defect, or trap door, that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the contractor software, any computers, networks, data, or other electronically stored information, or computer programs or systems (collectively, "disabling procedures"). Such representation and warranty applies regardless of whether such disabling procedures are authorized by the contractor to be included in the contractor software. If the contractor incorporates into the contractor software programs or routines supplied by other vendors, licensors, or contractors (other than the key software), the contractor shall obtain comparable warranties from such providers, or the contractor shall take appropriate action to ensure that such programs or routines are free of disabling procedures. Notwithstanding any other limitations in this agreement, the contractor agrees to notify VA immediately upon discovery of any disabling procedures that are or may be included in the contractor software. If disabling procedures are discovered or reasonably suspect to be present in the contractor software, the contractor, as its entire liability and VA's sole and exclusive remedy for the breach of the warranty in this section, agrees to take action immediately, at its own expense, to identify and eradicate (or to equip VA to identify and eradicate) such disabling<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> procedures and carry out any recovery necessary to remedy any impact of such disabling procedures. Federal Acquisition Regulation clause 52.246-18, Warranty of Supplies of a Complex Nature (May 2001), is hereby incorporated into VA Form 0752. (a) Definitions. As used in this clause - "Acceptance" means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract. "Supplies" means the end items furnished by the Contractor and related services required under this contract. The word does not include "data." (b) Contractor's obligations. (1) The Contractor warrants that for two years all supplies furnished under this contract will be free from defects in material and workmanship and will conform with all requirements of this contract; provided, however, that with respect to Government-furnished property, the Contractor's warranty shall extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor's warranty shall extend to the modification or other work. (2) Any supplies or parts thereof corrected or furnished in replacement shall be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty shall be equal in duration to that set forth in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. (3) The Contractor shall not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Contractor by action of the Government. In the event that correction or replacement has been directed, the Contractor shall promptly notify the Contracting Officer, in writing, of the nonavailability. (4) The Contractor shall also prepare and furnish to the Government data and reports applicable to any correction required (including revision and updating of all affected data called for under this contract) at no increase in the contract price. (5) When supplies are returned to the Contractor, the Contractor shall bear the transportation costs from the place of delivery specified in the contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor's plant and return. (6) All implied warranties of merchant ability and "fitness for a particular purpose" are excluded from any obligation contained in this contract. (c) Remedies available to the Government. (1) In the event of a breach of the Contractor's warranty in paragraph (b)(1) of this clause, the Government may, at no increase in contract price - (i) Require the Contractor, at the place of delivery specified in the contract (irrespective of the f.o. b. point or the point of acceptance) or at the Contractor's plant, to repair or replace, at the Contractor's election, defective or nonconforming suppies; or (ii) Require the Contractor to furnis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> and the 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 acknowledge 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 Confi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dentiality 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 Delivering Party and its Representatives, shall have no liability to the Receiving Party or to any other entity resulting from the use of, or reliance upon, the Information by any person or entity. B. MAINTAINING CONFIDENTIALITY: The Information shall be kept confidential in perpetuity, and in strict accordance with the provisions of this Confidentiality Agreement. The Receiving Party shall take all reasonable precautions to prevent the disclosure of the Information to any third party, without the prior written consent of the Delivering Party. The Receiving Party and its Representatives, shall not, without the prior written consent of the Delivering<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ential 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). G<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>overning 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 th<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rty as evidenced by its records without use of the Confidential Information; or (e) is lawfully received without restriction from a third party who is not bound by any obligation of confidentiality. 5. Absence of License or Other Agreement. All Confidential Information shall remain the sole and exclusive property of the disclosing party. Nothing in this Agreement shall require the disclosing party to release or disclose any particular information to the receiving party. THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” BY THE DISCLOSING PARTY AND THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTIES, WHETHER EXPRESS OR IMPLIED IN REGARD TO, AND DOES NOT ASSUME ANY LIABILITY FOR, THE ACCURACY, COMPLETENESS OR UTILITY OF THE CONFIDENTIAL INFORMATION OR FOR THE CONSEQUENCES ARISING OUT OF THE USE THEREOF BY THE RECEIVING PARTY. 6. Breach. The receiving party acknowledges and agrees that the disclosing party’s remedy at law for any breach of this Agreement would be inadequate and that in the event of any actual or threatened breach by the receiving party of any of its obligations imposed by this Agreement, the disclosing party shall have the right to a temporary restraining order and preliminary and permanent injunctive relief to prevent or minimize such breach. The receiving party hereby waives, to the extent permitted by law, the requirement that the disclosing party post bond prior to entry of an injunction and also waives in such injunction proceeding the defense that disclosing party has an adequate remedy at law. 7. Term; Return of Confidential Information. 7.1 Unless terminated earlier by mutual agreement of the parties or terminated by Champion in the event of breach by Company of any obligation set forth herein, the term of this Agreement shall continue until the completion of the purpose set forth in Section 2. All Confidential Information shall remain subject to the obligations to maintain the confidentiality thereof indefinitely following the date of termination of this Agreement. 7.2 The receiving party agrees to immediately re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>turn and to deliver all originals and copies of any Confidential Information in its possession or subject to its control to the disclosing party at the address first written above upon the first to occur of the following: termination or expiration of this Agreement; or completion of or termination of the purpose set forth in Section 2 of th<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein. This Agreement does not express<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or imply any commitment on behalf of either party to disclose any particular information to the other party or to purchase or sell goods or services from or to the other party, or to conclude any similar business transaction with the other party. 7.5. Waiver. A provision of or a right created under this Agreement may not be (i) waived except in a writing executed by the party granting the waiver; or (ii) varied except in a writing duly executed by the parties. No waiver shall be deemed a waiver of any preceding or succeeding breach or right in the same or in any other provision hereof. 7.6. Assignment. Neither party may assign or otherwise transfer its rights and obligations (in whole or in part) under this Agreement to any person or entity without the other party’s prior written consent, which shall not be unreasonably withheld or delayed; provided that, either party may, without such consent, assign and transfer this Agreement to a successor to substantially all of its business or assets. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. 7.7. Governing Law and Jurisdiction. This Agreement is governed by the laws of Queensland (and intended in conjunction with the laws of New South Wales and Victoria; when not in conflict with the laws of Queensland) and the parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland (with consideration of the jurisdiction of the courts of New South Wales). - END OF 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|>ther action as may be reasonably necessary to cause such employees to comply with these confidentiality provisions. Investor is strictly prohibited from publishing any news release, public announcement, denial or confirmation with respect to the Development, this Agreement or any information about the Property. The Investor agrees to be fully responsible for any breach of this Agreement caused by such employees, representatives, consultants, and agents. 2. LIMITATION ON USE. Investor’s use of the Confidential Information shall solely be for the purpose of evaluating the Property and the Development. If the Investor elects not to proceed with the Development, or if the undersigned is informed that the Property is no longer available for purchase or if the Investor is otherwise requested by the Owner to return the Confidential Information, the Investor will promptly return all Confidential Information (and all reproductions or destroy electronic copies thereof if any); 3. INDEMNIFICATION. Investor shall indemnify and hold harmless the Owner and its affiliates (and their respective directors, officers, partners, agents and employees) from and against all claims, actions, causes of action, damages, losses and liabilities (including without limitation, reasonable attorney's fees and expenses) arising out of or based upon any breach of this Agreement. The Investor further agrees to indemnify, defend and hold Owner harmless against any and all claims, damages, liabilities, costs or expenses arising in any way related to claims(s) by another broker, finder or similar agent for commissions, <|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_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, 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 transmission or by Federal Express or comparable overnight carrier. 7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither Party shall be obligated by this Agreement to disclose any Confidential Information which it does not wish to disclose or to enter into any other agreement or transaction or to purchase from or provide to the other Party any service or product. 8. The Owner represents that it has the authority to disclose to the Recipient any Confidential Information, which it elects to disclose hereunder. The Owner shall not, however, have any liability or responsibility for errors or omissions in, or any decisions made by the Recipient in reliance on, any Confidential Information disclosed under this Agreement. 9. Each party agrees to protect Confidential Information received from the other by exercising, at a minimum, the same level of care it uses to protect its own confidential information and agrees that it will (a) use such Confidential Information only for the purposes of this Agreement; (b) only make such Confidential Information available to its employees having a “need to know”; (c) not disclose the Confidential Information to any third person, except that Confidential Information may be disclosed to the demand of the Government (d) not copy or reproduce Conf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>idential Information in whole or in part, except as necessary to carry out the purposes of this Agreement, provided that, if they do copy or reproduce Confidential Information in whole or in part, the reproduction shall carry a proprietary notice or legend similar to that which appears on the original; (e) not manufacture, sell, use, or have made devices embodying or utilizing Confidential Information, except as otherwise agreed to by the Parties in writing. 10. Except as may be required by law or to enforce the terms hereof, neither Party shall disclose the existence or terms of this Agreement, or the substance of any discussions or negotiations covered by this Agreement. 11. The Parties acknowledge that Confidential Information is unique and valuable, and that disclosure in breach of this Agreement may result in irreparable injury to Owner for which monetary damages alone may not be an adequate remedy. Therefore, the Parties agree that in the event of a breach or threate<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ness days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky. Neither Big Sky nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. Holdings agrees that neither Big Sky nor any of its Representatives shall have any liability to it or to any of its Representatives resulting from the provision or use of the Information. Each party acknowledges that it has been informed that the other party is a publicly-traded corporation and that the Information and the Transaction must be secured from any use or dissemination until such time as proper disclosure can be provided to shareholders and the securities markets in order to protect the interests of shareholders of each party and so that the rules and statutes pertaining to information about and trading in publicly held securities can be followed. During such time as the parties are involved in discussions or negotiations concerning the Transaction and for a period of at least 60 days after conclusion thereof, neither party shall engage in any transactions whatsoever regarding the common stock of the other, whether publicly traded or privately held, registered or nonregistered, including, but not limited to, buying, selling, taking or granting options in or making or<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> receiving offers or tender offers to buy, sell, trade, or exchange any stock of the other, without the express written consent of the other and without first fully complying with all applicable securities laws and regulations and the rules of all exchanges upon which the stock of each respective party is traded, provided however, that the foregoing shall not be construed to limit the right of either party to invest in mutual funds or other commercially available investment vehicles that may acquire the stock of the other party. Each party acknowledges and agrees that in the event of any breach of this Agreement by it, the other would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in additi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ed 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. Assurances. The Parties agree that all activity pursuant to this Agreement shall be in accordance with this Agreement and all applicable current or future federal, state, and local laws, and all applicable rules and regulations. 17. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 18. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 19. Entire Agreement; Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and BPS. Any waiver of the terms and conditions of this Agreement must be in writing signed by <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform. IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives. The Boston Public Schools (“BPS”) Signature: Date: Print Name: Title: (VENDOR) Signature: Date Print Name: Title: If the vendor is not an individual, each individual of a particular vendor who will be working with this data is required to submit a signed NDA.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ion, including all photographs, sketches, models, and drawings related to the design, layout and operation of said project shall be destroyed and files deleted from all of the Bidder’s web sites and electronic devices (including but not limited to computers, cellular phones, etc.). Bidder shall also verify that all Confidential Information provided to partners, subcontractors, agents and clients has been destroyed. The successful Bidder shall destroy all Confidential Information within ten (10) days after final Project completion. 3. Indemnification Bidder agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney’s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts of Bidder, its subcontractors or its respective agents, servants, or employees or such parties’ related to said Confidential Information. 4. Confidentiality A. “Confidential Information” as outlined herein shall be used in strict confidence solely for the purpose allotted under this agreement and shall not be disclosed by the Bidder, its employees, partners, subcontractors, agents, or clients to a third party without the prior written consent of the County with the exception of the following; It was already in the possession of the receiving party; It is learned from or becomes publicly disclosed by a source with legal right to use and disclose same It is identical to information which was developed by the receiving party independently of any Confidential Information received from the other party. B. Confidential Information means all information relating to the design, layout and operation of said Project. 5. Governing Law This agreement validity, construction and effect shall be governed under the substantive law of the Commonwealth of Virginia without the giving effect to any choice of law provision. Bidder expressly waives any objection to venue or jurisdiction of the Loudoun County Circuit Court, Loudoun County, Virginia. 6. Entire Agreement The governing terms and conditions of this agreement are expressly limited to the terms and conditions contained in this Agreement. This agreement constitutes the complete integration of all oral and written documents, is the entire and final agreement between the parties and may be amended only in writing signed by authorized officials of both parties. 7. Authority to Bind Firm in Agreement Person signing Agreement will show title or authority to bind the firm in an agreeme<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt. Name and authorized signature must appear below. Those authorized to sign are as follows: If a sole proprietorship, the owner may sign. If a general partnership, any general partner may sign. If a limited partnership, a general partner must sign. If a limited liability company, a “member” may sign or “manager” must sign if so specified by the articles or organization. If a regular corporation, the CEO, President or Vice-President must sign. Others may be granted authority to sign but the County requires that a corporate document authorizing him/her to sign be submitted with proposal. AGREED AND ACCEPTED BY: By: Name (printed): Title: Date: COMMONWEALTH OF VIRGINIA COUNTY OF to-wit: Acknowledged before me this day of , 2015. Notary Public Registration No.: My Commission Expires: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 exercise of any rights, powers or privileges under this NDA; 17. No amendment to the terms and conditions of this NDA shall be valid and binding unless made in writing and signed by an authorized representative of each of the parties hereto; 18. This NDA may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument; and 19. Any party may deliver an executed copy of this NDA by facsimile or email. DATED AT , this day of, 2012. OR (Signature of Person - Individual) Name of Corporation (Print) Name: Per: (Signature of Witness) (Signature of Authorized Signing Officer) Name: Name: Title: I have the authority to bind the corporation (Signature of Witness) Name: NOTE: SIGNATURE MUST BE WITNESSED Contact Information (Required): (Name – First and Last) (Street/Land Location/PO Box No. /Unit No. /Suite No.) (City/Town) (Province/Territory/State) (Country) (Postal Code/Zip Code) (Telephone) (Facsimile) (E-mail) Appendix “A” LEGAL TERMS OF USE AND DISCLAIMER 1. The following are the legal terms of use and disclaimer for the electronic data room, www.bdo.firmex.com (the “Website”), and any physical data provided (collectively the “Data Rooms”) created for the sale process for Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin (“Baldwin”). 2. On February 14, 2012, BDO Canada Limited (“BDO”) was appointed Proposal Trustee in accordance with the Bankruptcy and Insolvency Act. 3. Towards that end, BDO has in its possession certain proprietary, non-public or confidential information, documents, statements, and data relating to the assets of Baldwin (the “Assets” and “Information”) for the review and further investigation, where appropriate, of any person or corporation interested in acquiring the Assets. 4. The Information being made available to you, including the Information that can be found at the Data Rooms has been prepared and assembled from information provided by Baldwin and other sources. Access to the Data Rooms is being provided to you, as you have expressed a preliminary interest in acquiring the Assets and have executed a Confidentiality and Non-Disclosure Agreement (“NDA”) in connection thereto. 5. The sole purpose of the Data Roo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ms and the Information contained therein and/or made available to you during the course of this sale process is being provided in order to assist you in deciding whether to proceed further with your investigation of the Assets. This Information being made available to you does not purport to be all-inclusive or to necessarily contain all of the information that a prospective purchaser may require in connection with its investigations into the Assets. 6. BDO, its officers, directors, employees and agents make no representations or warranties and each expressly disclaims any and all liability for any errors and/or omissions which may be contained in the Information being made available at the Data Rooms or other information obtained in the course of any investigation and/or inspection of the Assets. 7. Except as otherwise indicated, no independent accountant has audited, reviewed, compiled or is in any way associated with the Information presented herein nor has an independent accountant expressed any conclusion thereon or given any other form of assurance with respect thereto. 8. In accordance with the terms of the NDA executed by you, the Information being made available to you at the Data Rooms or any other information to be made available to you by BDO is to be kept confidential and upon the express understanding that it will be used only for the purposes set forth above. 9. The Information being made available is confidential and may not be photocopied, reproduced or distributed to any other person at any time, except for the purposes of obtaining professional adv<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>p 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 Section 4(b)) shall terminate upon the earlier to occur of (i) twenty (20) days from the date of the Refinancing Meeting, (ii) such time as Receiving Party is no longer in possession of Blueknight Non-public Information <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>and (iii) with respect to any Section of this Agreement (other than Section 4(b)), such earlier time as set forth in such Section. Section 4(b) of this Agreement and the obligations of the parties under Section 4(b) shall terminate upon the date that is ten (10) years from the date hereof. (d) This Agreement shall be subject to, and construed in accordance with, the laws of the State of New York (excluding its conflicts of laws rules that would require application of the laws of any jurisdiction other than the State of New York) and applicable federal laws and regulations. This Agreement contains the entire agreement and understanding among the parties concerning the subject matter hereof, and supersedes any prior agreements, written or oral, relating to the subject matter hereof. This Agreement may be amended, modified or waived only by a separate writing executed by Blueknight and Receiving Party expressly so amending, modifying or waiving this Agreement. This Agreement may not be transferred or assigned (by operation of law or otherwise) by Receiving Party without the prior written consent of Blueknight, and shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. This Agreement may be executed by facsimile and in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first set forth above. BLUEKNIGHT ENERGY PARTNERS, L.P. By: Blueknight Energy Partners G.P., L.L.C. By: /s/ Alex G. Stallings Name: Alex G. Stallings Title: Chief Financial Officer BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C. By: /s/ Alex G. Stallings Name: Alex G. Stallings Title: Chief Financial Officer MSD TORCHLIGHT, L.P. By: MSD Capital, L.P. By: /s/ Marcello Liguori Name: Marcello Liguori Title: Authorized Signatory<|eot_id|> |