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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|>herm for the specific purposes identified herein. NOW THEREFORE, in consideration of mutual covenants and mutual promises set forth herein, the parties hereto agree as follows: 1. Definition. “Confidential Information” shall, mean all intellectual property, business plans, financial records and strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures. “Confidential Information” shall not include: a. Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by Vapotherm; b. Information known to Receiving Party prior to its disclosure by Vapotherm, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date the Confidential Information is disclosed by Vapotherm; c. Information that becomes part of the public domain after the date of disclosure by Vapotherm through no fault of Receiving Party; d. Information that is disclosed by a third party to Receiving Party after the date of disclosure by Vapotherm, where the third party did not require Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from Vapotherm. 2. Purpose. Vapotherm agrees to disclose the Confidential Information only for the following specific purpose (‘Permitted Purpose”): 3. Nondisclosure. The Receiving Party agrees that, in consideration of access to the Confidential Information, it shall hold such Confidential Information in strict confidence and shall take all measures necessary to prevent the Confidential Information from falling into the public domain or into the possession of the persons not bound to this Agreement. The Receiving Party further agrees: a. To use Confidential Information for the Permitted Purpose; b. Not to disclose Confidential Information to any other entity, except as expressly authorized in writing by Vapotherm; c. Not to use Confidential Information in such a way as to hinder, interfere with, or in any way circumvent Vapotherm’s interest in the Technology, or consulting or business relations between and among Vapotherm and third parties; d. Not to copy Confidential Information in whole or in part, without the express written permission of Vapotherm; e. To return Confidential Information, including all copies and records thereof, to Vapotherm, at the Receiving Party’s expense, within five (5)<|eot_id|> <|start_header_id|>assistant<|end_header_id|> business days after: (i) receipt of a written request from Vapotherm; (ii) a decision by Receiving Party not to enter into any consulting relationship with Vapotherm; or, (iii) within thirty (30) days following the termination of this Agreement. 4. Receiving Party’s Procedures. Receiving Party shall disclose Confidential Information only to those of its employees, agents and independent contractors who have a need to know such information for the Permitted Purpose. Receiving Party shall require all employees, agents and independent contractors who have access to Confidential Information to execute a confidentiality agreement limiting their use of such information to the Permitted Purpose and prohibiting them from disclosing such information to third parties. 5. Injunctive Relief. Because of the unique nature of the Confidential information, the Receiving Party understands and agrees that Vapotherm will suffer irreparable harm in the event that any party hereto fails to comply with any of the terms of the Agreement, and monetary damages may be inadequate to compensate such breach. Accordingly, the Receiving Party agrees that Vapotherm will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement. 6. Misuse of Confidential Information. The Receiving Party shall promptly advise Vapotherm, in writing, of any misappropriation or misuse of the Confidential Information, by any entity, which may come to its attention. 7. Inventions. Inventions means all discoveries, improvements, modifications and enhancements relating to the Technology that are conceived, developed or reduced to practice by Receiving Party during die Term, either solely or jointly with others: (i) during the course of or as a result of performing the Permitted Purpose, or (ii) that are related to or attributable to Vapotherm’s products, or later modifications thereof, whether patentable or not, and all Intellectual Property rights therein. All Inventions will be immediately reported to Vapotherm and shall be the exclusive property of Vapotherm. The Receiving Party will perform, at Vapotherm’s request and expense, any act which it can reasonably perform that Vapotherm deems necessary to vest title to such inventions and ideas in Vapotherm and to execute any and all patent applications in connection therewith. 8. Government Order. In the event that the Receiving Party is ordered to disclose the Confidential Information pursuant to a judicial or governmental request, requirement or order, Receiving Party shall immediately notify Vapotherm and take reasonable steps to assist Vapotherm in contesting such request, requirement or order or otherwise prot<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>y. Test procedures shall be mutually agreed prior to testing. 6. The parties agree to disclose to each other, the results of the tests performed in connection with the Project. The parties each agree to take all appropriate steps to maintain and protect the confidential nature of the results. It is explicitly agreed that the composition of the material AddiFlex as well as the manufacturing process used to produce AddiFlex shall not be the subject of any test and that all information relating to the composition and manufacture of AddiFlex shall remain the exclusive property of Add-X Biotech AB 7. Both parties may only make such copies as are strictly necessary for the purposes identified in 1. above and for disclosures that are not in breach of this agreement. All copies will clearly be marked as confidential. 7.1 On the written request of either party the other will supply to the requester a list showing to the extent practical: - 7.1.1 where copies that have been supplied are held; 7.1.2 copies that have been made by the other party and where they are held; and 7.1.3 the names and addresses of the people to whom Information has been disclosed and a copy of the confidentiality undertakings signed by them complying with the provisions of this agreement. 8. All products and any residue thereof remaining after the tests are completed shall returned to the disclosing party no later than one hundred twenty (120) days from the effective date shown above, or shall be destroyed by the receiving party. 9. Both parties will indemnify each other and keep the other harmless against all costs, losses or expenses resulting from any breach or non-performance of any of their obligations under this agreement. 10. Neither party shall make or permit others to make any reference to the subject matter of the Agreement, or the Information or use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party and such consent shall not be unreasonably withheld or delayed. 11. This document states the entire Agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written, and may only be amended in writing when signed by duly authorised representatives of both parties. 12. This agreement cover all Inf<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ormation exchanged between the parties relating to the Project, including any Information that may have been disclosed prior to signing of the agreement. The agreement and the obligation of confidentiality shall remain in force for a period of ten (10) years after the date of the last disclosure of Information, 13. Any dispute in relation to this Agreement shall be resolved by the common court of the country of the first defendant, i.e. if suit is first brought by Add-X Biotech the dispute including all counterclaims shall be resolved by ………………. courts applying ……………. law and if suit is first brought by ………………………. the dispute including all counterclaims shall be resolved by Canadian courts applying Canadian law. In witness whereof, the undersigned has caused this Agreement to be executed on its behalf by representatives empowered to bind the part with respect to the undertaking and obligations contained herein. This Agreement is made effective by the latest date of acceptance by either party as indicated below. Date Date Earl Chapman /……………………../ Green Club Inc. …………………………………. Executive Director<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>is 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) known 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 that by reason of this "Agreement" the "Parties" that are involved during the course of business transactions may learn from one another, or from the principals the names, addresses, telephone numbers of lenders, agents, brokers, clients or others hereafter referred to as "Contracts" and or "Associates". f) It is understood and agreed that the "Contracts" of each party hereto are and shall be recognized as exclusive and valuable "Contracts" and that the parties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first provided the "Contract". 2. The Agreement is valid and effective for all purposes, business, communications, negotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the effective date hereof. 3. Each Party represents, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief. 4. In the event of circumvention by the "Parties" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons engaged in or circumvention. This payment will additionally include all reasonable legal expenses incurred by the aggrieved party. 5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters containe<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ffective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a waiver of a subsequent breach thereof. 11. Amendments: No amendment <|eot_id|> <|start_header_id|>assistant<|end_header_id|>or change or modification of this Agreement shall be valid unless it is in writing and signed by both parties. 12. Assignment: Confidant shall not assign this Agreement without first having obtained the prior written consent of City. No assignment of this Agreement shall operate so as to relieve Confidant from any obligation of this Agreement. 13. No Authority: This Agreement 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|>ng the use and protection of Confidential Information (as defined in Section 1 below) that one Party (“Owner”) may disclose to the other Party (“the Recipient”). NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information” means information that relates to the purpose stated in Section 2 below that has been designated as proprietary by the disclosing party with an appropriate conspicuous stamp or legend on the document exchanged or, although not related to such purpose, is nevertheless disclosed, and that should reasonably have been understood by the Recipient, because of appropriate and conspicuous legends or other markings, to be proprietary and confidential to the Owner, an Affiliate of the Owner or to a third party. The term “Affiliate” means any person or entity directly or indirectly controlling controlled by, or under common control with a Party. Confidential Information may be disclosed in written or other tangible form (including magnetic media) or by oral, visual or other means. In addition, information and data disclosed orally shall be subject to the provisions of this Agreement provided; (a) the disclosing party clearly identifies the orally disclosed<|eot_id|> <|start_header_id|>assistant<|end_header_id|> data as proprietary at the time of disclosure, and (b) such orally disclosed data is subsequently reduced to writing, marked with an appropriate stamp or legend and provided in writing as Confidential Information pursuant to Article 2 within ten (10) days of such oral disclosures. 2. Confidential Information disclosed hereunder is intended to be used for the purpose of discussing the following general business opportunities: (the “Purpose”). 3. The Recipient shall protect such Confidential Information from disclosure to others, using the same degree of c<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tory, 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 consideration received by Seller for the covenants and undertakings described in this Agreement, and such covenants and undertakings are ancillary to, and an integral part of the transactions contemplated by the Asset Sale Agreement. 3.03 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which shall evidence one and the same agreement. 3.04 GOVERNING LAW. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of New York. 3.05 PRONOUNS. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires. 3.07 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. [Signatures on Next Page] IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf, all on the day and year first written above. SELLER: LUMEX, INC. By: /s/ Robert McNally -------------------------------------------- Name: Robert McNally --------------------------------------- Title: Chief Financial Officer -------------------------------------- PURCHASERS: LUMEX MEDICAL PRODUCTS, INC. By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and <|eot_id|> <|start_header_id|>assistant<|end_header_id|>Chief Executive Officer MUL ACQUISITION CORP. II By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer PARENT: FUQUA ENTERPRISES, INC. By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer -------------------------------------- 6<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no event less than reasonable measures. Recipient shall reproduce Discloser's proprietary rights notices on any copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Discloser upon discovery of any loss or unauthorized disclosure of any Confidential Information. If the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or governmental body, Recipient agrees to (i) immediately notify the Discloser of the existence, terms and circumstances surrounding such a request, so that the Discloser may seek an appropriate protective order or other reliable written assurance that confidential treatment will be accorded to Confidential Information, and (ii) only disclose that portion of the Confidential Information which counsel advises is legally required to be disclosed. At all times, the Discloser shall retain sole ownership of its Confidential Information. 4. Return of Materials. At the request of the Discloser, Recipient will promptly return to the Discloser or at Discloser’s instructions destroy any written or electronic Confidential Information and all physical media on which Confidential Information was received from the other Recipient, including any copies thereof, with a letter confirming that the Confidential Information has not been reproduced or copied or that all copies have been returned and that none of the Confidential Information was disclosed to anyone except in accordance with this Agreement. The Recipient and its Representatives shall not retain any copies, extracts or other reproductions, in whole or in part, of such written or electronic material, except as may be needed to comply with applicable law and, provided that Recipient may retain one copy of Confidential Information in its confidential files for use only in the event a dispute arises between the Parties hereunder and only in connection with that dispute. 5. No Warranty. All confidential information is provided "as is" and Disclosers make no warranties of any kind, express, implied or otherwise, regarding the accuracy, utility, completeness or performance of any Confidential Information. 6. No License. Nothing in this Agreement is intended to grant any rights to the Recipient in any copyrights or other intellectual property of the Discloser, nor shall this Agreement grant any Party any proprietary rights in or to the Confidential Information of the other Party. 7. Term. Recipient's obligations under this Agreement with respect to disclosures of Confidential Information made hereunder shall expire five (5) years from the date this Agreement is executed by the Parties. 8. Remedies. Each Recipient acknowledges that a violation of this Agreement would cause irreparable harm to the Discloser for which no adequate remedy at law exists and each Recipient therefore agrees that, in addition to any other remedies available, both Parties will be entitled to seek injunctive relief to enforce the terms of this Agreement without a requirement that Discloser prove irreparable harm or provide the posting of a bond. 9. Miscellaneous. The terms of this Agreement may be modified or waived only by a separate writing signed by the Parties expressly so modifying or waiving such terms. No failure or delay by the Discloser in exercising any right, power or privilege shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privil<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ege hereunder. The unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the State of without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. This Agreement may be executed in counterparts, with each an original and both of which together shall constitute one and the same instrument, and the Parti<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>er, as the case may be. This Confidentiality Agreement shall be mutual in the effect of the respective rights and obligations of the Delivering Party and the Receiving Party, as such rights and obligations specifically relate to the Seller and the Buyer in its role as a Delivering Party or a Receiving Party, as the case may be. B. “Delivering Party” has furnished, is furnishing, or will be furnishing, either directly or indirectly through a representative, to the other party (“Receiving Party”) or to the Receiving Party’s representatives, including without limitation, any agents, brokers, lender, appraisers, escrow, professional advisors, consultants, affiliates, officers, directors, partners, shareholders, accountants, legal counsel and employees (collectively, “Representatives”) of the Receiving Party, certain information, in whatever form or by whatever mode or medium whatsoever, about the Delivering Party, the Delivering Party’s Property or the Delivering Party’s Business, which, at the time of such delivery, was, is or will be identified as confidential information because it is either nonpublic, confidential or proprietary in nature. SuchF information provided, whether provided in documentary, oral, visual, electronic, tangible or any other form, including without limitation, in the form of designs, sketches, drawings, photographs, videotapes, specifications, blueprints, plans, studies, findings, computer printouts, computer disks, documents, memoranda, reports, notebooks, manuals, notes, contracts, correspondence, files, lists and other records, and the like, and all photocopies or other reproductions, together with any analysis, compilations, forecasts, studies, reports or other documents or information prepared, developed or concluded by the Receiving Party or its Representatives, which contains, is derived from, or otherwise reflects such information about the Property or the Business, as the case may be (“Work Product”), is hereinafter collectively referred to as the “Information”. Non-tangible information will be Information only to the extent that it is first disclosed in non-tangible form and is orally identified at the time of disclosure as confidential information and is summarized in tangible form conspicuously marked as “confidential information” and delivered to Receiving Party in such tangible form within thirty (30) days of the original disclosure. The parties 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 Deli<|eot_id|> <|start_header_id|>assistant<|end_header_id|>vering Party to Receiving Party or its Representatives relating to the Transaction prior to the date of this Confidentiality Agreement shall also be subject to and governed by the terms of this Confidentiality Agreement to the same extent as any Information disclosed, provided or delivered after execution of this Confidentiality Agreement. B. NOT INCLUDED: The term “Information” shall not include any Information which: (1) The Receiving Party can show, by suitable written documentation, was already in its possession prior to receipt of such Information by Delivering Party; (2) The Receiving Party can show is or becomes public information or is otherwise generally available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives; (3) The Receiving Party can show becomes or became available to the Receiving Party on a non-confidential basis from a source lawfully in possession of such Information (other than the Delivering Party or a Representative of the Delivery Party) which is not, to the knowledge of the Receiving Party, in breach of any agreement or prohibited from disclosing such Information to Receiving Party by a legal, contractual or fiduciary obligation to the Delivering Party; OR (4) Receiving party can show was independently developed by the Receiving Party entirely without reference to or under any further investigation of the Information. 3. NO OBLIGATION TO EFFECT POTENTIAL TRANSACTION: Except for the provisions of this Confidentiality Agreement, which shall be binding upon full and due execution hereof, neither party shall be committed in any way with respect to the Property or the Business, unless and until a Transaction is entered into, and nothing provided herein shall be construed to imply or require that any agreements with respect to such a Transaction be executed. 4. OBLIGATIONS REGARDING THE INFORMATION: In consideration of being furnished with the Information, the Receiving Party expressly agrees that: A. NO REPRESENTATION OR WARRANTIES: The Receiving Party agrees that it will use its own independent judgment in assessing the Information, and understands and acknowledges that the Delivering Party is not making any representations or warranties, of any kind whatsoever, express or implied, oral or written, as to the truth, accuracy or completeness of the Information, all such repres<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>all prohibit Selling Parties or their affiliates or associates, any of their directors, officers or employees, or any of their representatives from investing in stocks, bonds, or other securities of any entity that engages in a Competing Business, provided, however, that in the case of capital stock, such securities are listed on a national securities exchange or traded in the over-the-counter market or registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment does not exceed, in the case of any class of the capital stock of any one issuer, three percent of the issued and outstanding voting power at the time of such investment. In addition, nothing contained herein shall prevent any officer or director of the Selling Parties or their affiliates or associates from serving as a director 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 (collect<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_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<|eot_id|> <|start_header_id|>assistant<|end_header_id|>, 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 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; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|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|> <|start_header_id|>assistant<|end_header_id|>is 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<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ial 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 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 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 les<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s 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 any portion of the Confidential Information for any purpose except to evaluate the RFP, including assessment of each Statement of Work under the RFP, in order to prepare its response to the RFP or (ii) disclose the Confidential Information or any part of it to any third party without the prior written consent of the AOC; provided, however, that Confidential Informa<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>603 C.M.R. 23.00 et seq. VENDOR acknowledges and agrees to comply fully with these federal and state privacy and student record confidentiality laws. VENDOR, its employees and/or representatives, hold the Confidential Information in trust for BPS’s benefit, and shall, in addition to their respective obligations hereunder, use best efforts at all times to adopt and follow procedures and practices to protect the confidentiality of the Confidential Information and prevent its disclosure to others without the express written consent of BPS. VENDOR further acknowledges that BPS’s willingness to disclose Confidential Information to VENDOR is predicated on VENDOR entering into and committing to abide fully by the terms of this Agreement and applicable laws and regulations. Data Set. The data set includes all City of Boston students eligible for school bus transportation from the Boston Public Schools. In this dataset, specific student information has been changed slightly to protect student confidentiality. Routing Information. The district will share the data below, along with potentially other data as may be deemed necessary and helpful. Specifically: 1. Student home location: a. Address b. Latitude and Longitude 2. Student characteristics: a. School assignment b. Ridership status (i.e., corner stop, door-to-door (“D2D”), or wheelchair) c. Grade 3. Bus Stop Location: a. Corner intersection b. Latitude and Longitude 4. Survey data relating to school preferences on start time Of note, Vendors will not be provided with the students’ corresponding names, or other non-directory information that would require consent pursuant to 603 C.M.R. 23.00. B. TERMS OF AGREEMENT 1. Data Sharing. VENDOR shall maintain and administer a secure database (“the Database”) for delivery and evaluation of information, and reporting purposes. VENDOR will use a secure database for managing and sharing routing data. The Database will meet government data management and security protocols and will incorporate security features within the platform to ensure privacy and confidentiality is maintained while providing the Parties the key information they require to understand impact. The VENDOR, its employees and/or representatives shall be responsible for transmitting all data or other record of all data requested and received pursuant to the Agreement, including confirmation of the return or destruction of data as described herein. Reasonable security precautions and protections include, but are not limited to: a) Creating, distributing, and implementing data governance policies and procedures which protect Confidential Information through appropriate administrative, technical, and physical security safeguards, and outline staff responsibilities for maintaining data security. b) Potentially encrypting all Confidential Information carried on mobile/ computers/electronic/devices. c) Potentially encrypting Confidential Information before it is transmitted electronically. d) Requiring that users be uniquely identified and authenticated before accessing Confidential Information. e) Establishing and enforcing well-defined data privilege rights which restrict users’ access to the Confidential Information necessary for them to perform their job functions. f) Ensuring that all persons accessing Confidential Information sign a confidentiality a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>greement, 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 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 Confidenti<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ntial nature of the Information, and to provide to those Representatives to which or to whom the Information is provided a copy of the NDA, and if such Representative is not otherwise bound by restrictions on disclosure and use similar to the obligations hereunder, to have such Representatives agree to be bound by this NDA; 5. The undersigned shall be responsible for any breach of the provisions of this NDA by any of the Representatives to whom the undersigned discloses Information; 6. The undersigned and its Representatives shall under no circumstances contact directly or indirectly any of the residents, partners or former partners or directors of Baldwin: (i) to ask any questions regarding the possible acquisition of all or part of the Assets, (ii) to request additional information or regarding the contents of any of the Information previously obtained, (iii) to request a facility tour or meeting, or (iv) for any other reason, except in the ordinary course of business; 7. In the event that the undersigned, or any of the Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an appropriate protective order; provided, however, if such protective order or other remedy is not obtained, or BDO waives compliance with the provisions hereof, the undersigned or such Representative, as the case may be, may disclose such Information which the undersigned or such Representative, as the case may be, is legally required to be disclosed; 8. The term “Information” does not include and this NDA will not apply to any information that: (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of a disclosure by the undersigned or any of its Representatives in violation of any obligation under this NDA); (b) was available to the undersigned or any of its Representatives on a non-confidential basis from a source other than BDO who, insofar as was known to the undersigned or any of its Representatives, was not prohibited from transmitting the information to the undersigned or any of its Representatives by a contractual, legal or fiduciary obligation to Baldwin, BDO or any third party; or (c) has been independently acquired or developed by the undersigned or any of its Representatives without violation of any obligation under this NDA; 9. The undersigned shall indemnify BDO, Baldwin and their representatives against any losses, costs, damages, expenses or liabilities suffered or incurred by any of them as a result of or in connection with any breach by the undersigned or any of its Representatives to whom the undersigned discloses Information of any term or provision of this NDA; provided, however, that the undersigned shall not be<|eot_id|> <|start_header_id|>assistant<|end_header_id|> liable for any consequential, special, incidental, indirect or penal damages; 10. The undersigned acknowledges and agrees that the execution and delivery of this NDA and the delivery of the Information does not give rise to any legal obligation of BDO or Baldwin, whether in contract, in negligence or other tort, by way of fiduciary duty or otherwise. Without limiting the generality of the foregoing, the undersigned acknowledges and agrees that BDO is not and will not be under any obligation, express or implied, to provide or to continue to provide Information, to entertain any offers or proposals f<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ex, 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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: (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. 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 bec<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>g Party 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, provide the other Party with the text of the p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>roposed disclosure as far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement. (e) Certain Securities Law Restrictions. Each Party acknowledges that the Evaluation Material may contain material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information concerning the Furnishing Party. (f) Contact with Employees and Representatives. Neither Party shall communicate with any employee of the other Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists provided by the Parties from time to time. (g) General. Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights. 4. Accuracy of Evaluation Material; No Representations or Warranties. Each Party acknowledges and agrees (a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and (b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered by both Parties, and then only to the extent, and subject to the limitations, provided therein. 5. No Solicitation. For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for hire any p<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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 to all of the terms of this Agreement. (g) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. (h) Waiver. The waiver of either party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (i) Severability. The provisions of this Agreement shall be deemed severable from each other, and, if for any reason any section, clause, provision or part thereof is f<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ound to be illegal, invalid, unenforceable, or inoperative, such section, clause or provision or part thereof shall not affect the validity or enforceability of any other section, clause, provision or part thereof. (j) Enforcement. Should any legal proceedings be commenced to secure or enforce any right under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees and costs, in addition to all other relief to which the prevailing party may be entitled at law or in equity. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. CIF LAB SOLUTIONS (“CIF”), Dealer By: By: Title: Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>his Agreement. In the event any Confidential Information is disclosed pursuant to this Section 9, HPE shall notify the Company of any information shared wi<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_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 “NDA”) is effective 23 August, 2019 (the “Effective Date”) and governs the disclosure of Confidential Information (“CI”, as defined below) between the Adobe entity identified below, including entities that it directly or indirectly controls or is under common control with (collectively “Adobe”), and the party identified below, including entities that it directly or indirectly controls or is under common control with (collectively “Company”). The party disclosing CI is referred to as “Discloser” and the party receiving CI is referred to as “Recipient”. Company and Adobe may make disclosures of CI to each other for discussions, evaluation, or consultations, concerning their prospective or existing business relationship (the Purpose). 1. Definition. CI means Discloser’s non-public written information, in any form, and all copies, summaries and extracts which is identified in writing as confidential at the time of disclosure, and any information disclosed in non-tangible form that is identified as confidential at the time of disclosure and summarized in a writing labelled as “confidential” delivered to Recipient within 15 days after disclosure. CI does not include information that (A) is or becomes generally publicly available a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>t the time of disclosure or subsequently through no fault of Recipient, (B) was known to Recipient, free of any confidentiality obligations, before its disclosure by Discloser, (C) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser, or (D) is independently developed by Recipient without use of CI. 2. Confidentiality Obligations. Recipient will not reproduce, use, disseminate, or disclose CI to any person or entity, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the CI to further the Purpose and are bound by confidentiality obligations at least as restrictive as this NDA before having access to the CI. Recipient is responsible for any breach of this NDA by any of its representatives. Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the CI without Discloser’s prior written consent. Recipient will treat all CI with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. Recipient will stop use of and return or destroy all tangible CI promptly upon request, together with any copies, except as otherwise required by law. Recipient may disclose CI (A) as approved in a writing signed by Discloser or (B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that Recipient promptly notifies Discloser upon receipt of the disclosure order and requests confidential treatment of any affected CI. 3. No Other Rights. All Discloser CI remains the property of Discloser. Unless expressly set forth in this NDA, Rec<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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)(10) NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) between Universal Hospital Services, Inc. (“UHS”) and Emergent Group, Inc. (“Company”), is effective October 26, 2010. Whereas, UHS and Company intend to engage in confidential discussions for the purpose of evaluating a potential business transaction between UHS and Company (“Business Transaction”), and as part of the Business Transaction, each party anticipates that it will disclose to the other party certain information that its deems confidential and/or proprietary. Now, therefore, to assure the confidentiality of the parties’ confidential information and to prevent the unauthorized use or disclosure of this information, UHS and Company agree as follows: 1. Confidential Information Defined. The term “Confidential Information” means all confidential and proprietary information belonging to one party (the “Disclosing Party”) that is revealed to the other party (the “Receiving Party”) during the Disclosure Period, which begins on the effective date and ends April 26, 2011. Confidential Information, regardless of the form in which it appears, may include, without limitation, information about customers, business and marketing plans, financial data, expertise of employees, forecasts and strategies that is related to the business of the Disclosing Party and is of the type of information that would reasonably be deemed to be confidential. 2. Use Restriction. The Receiving Party agrees to use the Confidential Information for the sole purpose of evaluating and negotiating the Business Transaction. 3. Disclosure Restrictions and Exceptions. The Receiving Party will disclose Confidential Information only to its employees and to its representative whose participation is necessary or helpful to evaluate and advance to the Business Transaction and who have agreed to be bound by the terms of this Agreement. The Receiving Party will limit the unauthorized disclosure of Confidential Information by using the same degree of care, but no les<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained and the Disclosing Party has not waived compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by opinion of counsel it is legally required to furnish and will exercise reasonable efforts to limit the scope and content of such disclosure and obtain confidential treatment of such Confidential Information, Furthermore, the Receiving Party’s obligations under this Agreement do not apply with respect to any Confidential Information that (a) is or becomes generally available to the public other than from the improper action of the Receiving Party, (b) is developed by the Receiving Party without reference to the Confidential Information, (c) was in the Receiving Party’s possession before receipt from the Disclosing Party, or (d) is received by the Receiving Party from a third party who is not subject<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>or the purchase or transfer of the Assets, or to complete a sale or other transaction with the undersigned, unless and until Baldwin and the undersigned execute and deliver a legally binding agreement expressly providing for such obligations. Without limiting the foregoing, the undersigned acknowledges and agrees that neither Baldwin nor BDO has made, and they will not make, any representations or warranties, either express or implied, concerning the accuracy or completeness of, or otherwise relating in any way to, the Information. BDO and Baldwin shall not have any liability whatsoever to the undersigned or any Representatives for any transaction entered into, or not entered into, or any other act, omission or decision made or taken, relying upon or in any way affected by, the Information. The foregoing shall nonetheless be subject to any representations and warranties concerning the Information expressly given in writing in a legally binding agreement executed and delivered by Baldwin providing for a sale or other disposition of the Assets (a “Definitive Agreement”); 11. Upon receipt of a written request to the undersigned, the undersigned and its Representatives shall p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>romptly return to BDO any and all Information received, printed, downloaded or otherwise copied together with personal notes including written materials and any notes of verbal conversations with representatives from Baldwin or BDO obtained in the course of any investigation and/or inspection of the business and the Assets being offered for sale; 12. The terms of this NDA shall expire, as it relates only to the Information associated with the Assets or parts thereof purchased or otherwise acquired by the undersigned, upon the completion of a Definitive Agreement. In all other cases, the terms of this NDA shall expire one (1) year after the completion of a sale or other transfer of the Assets. 13. The undersigned acknowledges and agrees that it has had an opportunity to obtain independent legal advice as to the terms and conditions of this NDA and has either received same or expressly waived its right to do so; 14. This NDA shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This NDA shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein; 15. The undersigned acknowledges and agrees with the statements, disclaimers, and terms and conditions of the Legal Terms of Use and Disclaimer set-out in Appendix “A”; 16. No failure or delay by BDO or Baldwin in exercising any rights, powers or privileges under this NDA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further 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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>“Confidential Information” means: (a) Information, including all personal data within the meaning of the Data Protection Act 1998, and however it is conveyed, provided by the Disclosing Party pursuant to [or in anticipation of] this Agreement that relates to: (ii) the operations, business, affairs, developments, intellectual property rights, trade secrets, know-how and/or personnel of the Disclosing Party Group; (b) other Information provided by the Disclosing Party pursuant to [or in anticipation of] this Agreement that is clearly designated as being confidential or equivalent (whether or not it is so marked) or that ought reasonably to be considered to be confidential which comes (or has come) to the Receiving Party’s attention or into the Receiving Party’s possession in connection with the Permitted Purpose; (c) discussions, negotiations, and correspondence between the Disclosing Party or any of its directors, officers, employees, consultants or professional advisers and the Receiving Party or any of its directors, officers, employees, consultants and professional advisers in connection with the Permitted Purpose and all matters arising there from; and (d) Information derived from an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y of the above, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 no<|eot_id|> <|start_header_id|>assistant<|end_header_id|>n-technical information disclosed by CIF to Dealer relating to: (a) CIF's website, information system, and related software and discs, and any data and information contained therein, (b) information and specifications on CIF's products, and their design, cost, manufacture, marketing, and sale, and (c) the existence, terms and subject matter of this Agreement. Confidential Information shall not include information that: (i) is in or enters the public domain through no improper action or inaction by Dealer, or (ii) was in Dealers possession or known by Dealer prior to receipt from CIF, or (iii) is rightfully disclosed by Dealer by a third party, or (iv) is approved for disclosure in writing by CIF for release by Dealer or (v) is developed by Dealer without reference to the Confidential Information, or (vi) is required to be disclosed by Dealer in compliance with applicable laws or court order. 2. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-NEGOTIABLE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT: TRANSPORTATION CHALLENGE 2017 This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into by and between (hereafter referred to as “Vendor)” and the Boston Public Schools, 2300 Washington Street, Roxbury, MA 02119 (“BPS”), each being a “Party” and both being the entities of the City of Boston, hereinafter the “Parties,” to this Agreement. This Agreement refers to the transportation data challenge posted on the BPS website that will take place between April 1st, 2017 and June 30, 2017. This event is described in greater detail in the Transportation Challenge Overview document available on the BPS website, http://www.bostonpublicschools.org/transportationchallenge. WHEREAS the parties wish to confirm their understandings with respect to the nature of the relationship between the parties relating to the confidential transmission, use and protection of certain student routing information, WHEREAS BPS has authorized only the VENDOR and its employees and/or representatives to have access to certain directory, student, and routing information for portions of the year 2017 for the purpose of supporting BPS in improving our routing calculations and supporting the creation of more equitably and efficiently balanced school bell times, WHEREAS, VENDOR and its employees and/or representatives have agreed and understand that BPS will provide only to VENDOR certain directory, student, and routing information subject to the terms of this Agreement, WHEREAS, BPS deems this work to be of interest and value to BPS, as it will contribute toward the educational and professional goals of BPS, and WHEREAS, VENDOR and BPS desire to cooperate with each other in connection with provision of such a solution. NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, VENDOR and BPS agree as follows: A. DEFINITIONS Vendor and its employees and/or representatives. Any individual person or organization who is identified to receive and utilize the confidential information applicable to the related Challenge, whether as an employee or representative, must be disclosed to and approved by BPS and sign this agreement prior to commencing work on or engaging in participation in the Transportation Data Challenge. BPS reserves the right to request proof or copies of any and all signed agreements by any vendor and its employees or representatives at any time, for any reason. Confidential Information. VENDOR acknowledges that in the course of providing services to BPS and its students, only VENDOR and its employees or representatives will be given or have access to certain directory, routing, and confidential student information (“Confidential Information”) which may typically protected from disclosure with<|eot_id|> <|start_header_id|>assistant<|end_header_id|> or without prior consent by various laws including the Family Educational Rights and Privacy Act (FERPA) 20 U.S.C. § 1232g et seq., 34 C.F.R. § 99 et seq., and <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL CONFIDENTIAL & NON-DISCLOSURE AGREEMENT (Domestic) THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into this day of , 20, between Champion Aerospace LLC, a Delaware corporation (“Champion”), and , a corporation (“Company”). When Champion or Company receives Confidential Information (as defined herein) from the other party, it is a “receiving party” hereunder, and when Champion or Company discloses Confidential Information to the other party, it is a “disclosing party” hereunder. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Confidential Information. “Confidential Information” means confidential and proprietary information (regardless of whether such Confidential Information is in written, oral, visual or electronic form) (a) that consists of Trade Secrets (as hereinafter defined), discoveries, technical, engineering, financial, pricing and/or other business data and documentation, sales information, inventions, know-how, manufacturing techniques and specifications, process technologies, business plans, all disclosed by the disclosing party in furtherance of the purpose set forth in Section 2; (b) regarding the current and/or prospective business of the disclosing party; or (c) that is marked as confidential, proprietary or privileged by the disclosing party. “Trade Secrets” means any business or technical information (including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process) that derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or through reverse engineering by persons who can obtain economic value from its disclosure or use, and that is the subject of efforts reasonable under the circumstances to maintain the secrecy thereof. The existence of a Trade Secret will not be negated merely because the information comprising the Trade Secret has also been developed and used by or owned independently by more than one person, or has been licensed to any other persons. 2. Use of Confidential Information. The receiving party is entitled to use the Confidential Information of the disclosing party solely for the purpose of quoting and manufacturing products for Champion. . Confidential Information received from the disclosing party as a <|eot_id|> <|start_header_id|>assistant<|end_header_id|>result of this Agreement shall not be used directly or indirectly to compete with the disclosing party or to in any manner obtain a competitive advantage over the disclosing party. No public announcement or disclosure of the purpose set forth in this Agreement is to be made by either party unless such announcement has been approved by both parties. 3. Duties with respect to Confidential Information. The receiving 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|>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, a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ny custom, usage of trade, 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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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) “Representatives” means all Persons acting on behalf of a specified Party or its Affiliates, including without li<|eot_id|> <|start_header_id|>assistant<|end_header_id|>mitation, its directors, officers, lenders, employees, agents, representatives, financial advisors, attorneys, accountants, consultants, reserve and valuation and other experts. 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. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>xpressly provided or unless the context otherwise requires: (a) all references in this CNDA to designated sections, paragraphs or other subdivisions are to the designated sections, paragraphs or other subdivisions of this CNDA; (b) within the CNDA the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this CNDA as a whole and not to any particular section, paragraph or other subdivision; (c) the headings used herein are for convenience only and do not form a part of this CNDA, nor are they intended to interpret, define or limit the scope, extent or intent of this CNDA or any of its provisions; (d) the word “including” when following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to any entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and (f) words importing gender include all genders and words importing the singular include the plural and vice versa. ARTICLE 2- CONFIDENTIAL INFORMATION 2.01 Confidential Information "Confidential Information" means, subject to section 2.02 below any additional information requested by the Supplier and provided by CPR, or any inf<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ormation supplied by either party that is clearly marked “Confidential” or clearly intended to be disclosed in confidence. 2.02 Not Confidential Information The following shall not, for the purposes of this CNDA, constitute Confidential Information: (a) information relating to the Disclosing Party that is obtained or was previously obtained by the Receiving Party from a third Person who, insofar as is known to the Receiving Party after reasonable inquiry, is not obligated to keep such information confidential; (b) information already known to the Receiving Party at the time of disclosure, as shown by prior written evidence or other evidence satisfactory to the Disclosing Party; (c) information that is or becomes generally available to the public other than as a result of disclosure by the Receiving Party’s violation of this CNDA; and (d) information that the Disclosing Party authorizes the Receiving Party to disclose. 2.03 Kept in Confidence The Receiving Party agrees to use the same degree of care to prevent disclosure of the Confidential Information received by it as the Receiving Party uses to prevent disclosure of its own confidential information, but in no case less than a reasonable degree of care. In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship. 2.04 No Benefit, Restricted Use The Receiving 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|>ation 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 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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|>vely responsible for such notification. VENDOR shall protect the Confidential Information and shall not permit the release of such information to parties other than BPS officials and their authorized agents. 3. Background Checks: VENDOR, its employees and/or representatives, acknowledge that BPS reserves the right to conduct an appropriate background check on any and all participants with access to the Confidential Information pursuant to this agreement. 4. Disclosure Sought Under Legal Process. VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires: Name: William Eger Title: Strategic Projects Manager Email: weger@bostonpublicschools.org Phone Number: 914-523-9675 Office Location: Bolling Building 2300 Washington Street Roxbury, MA 02119 6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information. 7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of aggregate or de-identified data to VENDOR, public entities and community based organizations, and use of aggregate or de-identified data in program planning, evaluation and research not related to the BPI initiative. VENDOR shall not publish, present, or use reports without explicit written consent from BPS. BPS has the right to review and require approval of any publicly reported document prior to its release. 8. Disclosure, Breach & Penalties. VENDOR’S disclosure of Confidential Information to third parties without BPS's authorization, or VENDOR’S failure to sign or comply with this agreement or return or destroy Confidential Information per Provision 4 above, may constitute a breach of this Agreement and may result in the BPS or the U.S. Department of Education denying VENDOR access to Confidential Information<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and other such penalties as dictated by law or equity. 9. Injunctive Relief. VENDOR acknowledges and agrees that the breach or threatened breach by VENDOR, or its employees and/or representatives of their obligations under this Agreement will cause serious and irreparable harm to BPS that cannot be adequately compensated by monetary damages alone and that BPS may seek injunctive relief from an appropriate court to protect BPS from such harm without necessity of bond or other security. 10. Immediate Notice. VENDOR shall give BPS immediate written and verbal notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR or its employees and/or representatives of their obligations under this Agreement, upon learning of same. 11. Appropriate Forum. VENDOR and BPS agree that this Agreement is entered into in the State of Massachusetts, and that the courts located in the State of Massachusetts are the appropriate forum in the event any party seeks legal action or injunctive relief under this Agreement. All parties consent to venue and personal jurisdiction in the appropriate court in the State of Massachusetts. 12. Termination. BPS may terminate this agreement with VENDOR at any time, for any reason, with either written or verbal notice. VENDOR must give the designated BPS representative 3-day written and verbal notice of any termination of this agreement with BPS. Termination of this Agreement, however, does not affect any Party’s obligations, duties or rights imposed or granted by separate instrument such as a grant or other contract. 13. Indemnification. Unless otherwise exempted by law, VENDOR shall indemnify and hold harmless the City of Boston, Boston Public Schools, and its Departments, agents, officers, and employees against any and all claims, liabilities, and costs for damages that the City may sustain which arise out of or in<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> (iii) 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-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 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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|>independently acquired or developed by the undersigned or any of its Representatives without violation of any obligation under this NDA; 9. The undersigned shall indemnify BDO, Baldwin and their representatives against any losses, costs, damages, expenses or liabilities suffered or incurred by any of them as a result of or in connection with any breach by the undersigned or any of its Representatives to whom the undersigned discloses Information of any term or provision of this NDA; provided, however, that the undersigned shall not be liable for any consequential, special, incidental, indirect or penal damages; 10. The undersigned acknowledges and agrees that the execution and delivery of this NDA and the delivery of the Information does not give rise to any legal obligation of BDO or Baldwin, whether in contract, in negligence or other tort, by way of fiduciary duty or otherwise. Without limiting the generality of the foregoing, the undersigned acknowledges and agrees that BDO is not and will not be under any obligation, express or implied, to provide or to continue to provide Information, to entertain any offers or proposals for the purchase or transfer of the Assets, or to complete a sale or other transaction with the undersigned, unless and until Baldwin and the undersigned execute and deliver a legally binding agreement expressly providing for such obligations. Without limiting the foregoing, the undersigned acknowledges and agrees that neither Baldwin nor BDO has made, and they will not make, any representations or warranties, either express or implied, concerning the accuracy or completeness of, or otherwise relating in any way to, the Information. BDO and Baldwin shall not have any liability whatsoever to the undersigned or any Representatives for any transaction entered into, or not entered into, or any other act, omission or decision made or taken, relying upon or in any way affected by, the Information. The foregoing shall nonetheless be subject to any representations and warranties concerning the Information expressly given in writing in a legally binding agreement executed and delivered by Baldwin providing for a sale or other disposition of the Assets (a “Definitive Agreement”); 11. Upon receipt of a written request to the undersigned, the undersigned and its Representatives shall promptly return to BDO any and all Information received, printed, downloaded or otherwise copied together with personal notes including written materials and any notes of verbal conversations with representatives from Baldwin or BDO obtained in the course of any investigation and/or inspection of the business and the Assets being offered for sale; 12. The terms of this NDA shall expire, as it relates only to the Information associated with the Assets or parts thereof purchased or otherwise acquired by the undersigned, upon the completion of a Definitive Agreement. In all other cases, the terms of this NDA shall expire one (1) year after the completion of a sale or other transfer of the Assets. 13. The undersigned acknowledges<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_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 such securities in reliance upon such information. (b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Refinancing Meeting”). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement (including, without limitation, for purposes of the term “Outstanding” as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the other limited partners in attendance at the Refinancing Meeting, in each case, solely because of Receiving Party’s attendance at the Refinancing Meeting. Furthermore, the parties agree that (x) at the Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D),correspondence to the General Partner and Blueknight and/or statements made by Receiving Party or its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosur<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to kee<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Both Seller and Buyer shall each be delivering Information to the other party. Consequently, each of Seller and Buyer shall be a Delivering Party and a Receiving Party as to that Information delivered or received by Seller or Buyer, as the case may be. This Confidentiality Agreement shall be mutual in the effect of the respective rights and obligations of the Delivering Party and the Receiving Party, as such rights and obligations specifically relate to the Seller and the Buyer in its role as a Delivering Party or a Receiving Party, as the case may be. B. “Delivering Party” has furnished, is furnishing, or will be furnishing, either directly or indirectly through a representative, to the other party (“Receiving Party”) or to the Receiving Party’s representatives, including without limitation, any agents, brokers, lender, appraisers, escrow, professional advisors, consultants, affiliates, officers, directors, partners, shareholders, accountants, legal counsel and employees (collectively, “Representatives”) of the Receiving Party, certain information, in whatever form or by whatever mode or medium whatsoever, about the Delivering Party, the Delivering Party’s Property or the Delivering Party’s Business, which, at the time of such delivery, was, is or will be identified as confidential information because it is either nonpublic, confidential or proprietary in nature. SuchF information provided, whether provided in documentary, oral, visual, electronic, tangible or any other form, including without limitation, in the form of designs, sketches, drawings, photographs, videotapes, specifications, blueprints, plans, studies, findings, computer printouts, computer disks, documents, memoranda, reports, notebooks, manuals, notes, contracts, correspondence, files, lists and other records,<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_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 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 amendment, change or modification of this Confidentiality Agreement shall be valid, unless it is in writing, is signed by all of the parties hereto, and expressly states that an amendment, change or modification of this Confidentiality Agreement is being made. K. ASSIGNMENT: This Confidentiality Agreement is not assignable, except with the prior consent of the Delivering Party(ies). L. CONSENTS AND APPROVALS: Unless expressly provided otherwise, wherever in this Confidentiality Agreement the consent or approval of a party is required, such consent or approval must be in writing, and it may be given or withheld in the sole and absolute discretion of such party. M. SUCCESSORS AND ASSIGNS: Subject to the limitation set forth in Paragraph 6K above, this Confidentiality Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 7. ENVIRONMENTAL DOCUMENTATION AND ISSUES: UNLESS THE BOX BELOW IS CHECKED AND THE ENVIRONMENTAL ISSUES ADDENDUM (C.A.R. FORM EIA) IS ATTACHED HERETO, this Confidentiality Agreement does not address any environmental reports, documentation or information, nor does it confer any right in the Receiving Party to cause to be done any environmental assessments, testing or investigations of any kind or character regarding the Property or the Business, nor does it confer any right in the Receiving Party to access the Property or any Leased Property upon which the Business is conducted, for the purpose of collecting any environmental information or conducting any environmental investigations. □ AN ENVIRONMENTAL ISSUES ADDENDUM (C.A.R. Form EIA) IS ATTACHED TO AND MADE PART OF THIS CONFIDENTIALITY AGREEMENT. 8. ENTIRE AGREEMENT: This Confidentiality Agreement, together with the Environmental Issues Addendum, if attached, is intended to be the entire and complete understanding and agreement of the parties 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)<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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 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. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 ®<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>this Agreement. The Receiving Party will limit the unauthorized disclosure of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained and the Disclosing Party has not waived compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by opinion of counsel it is legally required to furnish and will exercise reasonable efforts to limit the scope and content of such disclosure and obtain confidential treatment of such Confidential Information, Furthermore, the Receiving Party’s obligations under this Agreement do not apply with respect to any Confidential Information that (a) is or becomes generally available to the public other than from the improper action of the Receiving Party, (b) is developed by the Receiving Party without reference to the Confidential Information, (c) was in the Receiving Party’s possession before receipt from the Disclosing Party, or (d) is received by the Receiving Party from a third party who is not subject to an obligation of confidentiality owed to the Disclosing Party. 4. Nondisclosure of Possible Business Transaction. Except as permitted by the previous paragraph, neither the Receiving Party nor the Receiving Party’s representatives will disclose to any person the fact that the Confidential information has been made available to the Receiving Party or the Receiving Party’s representatives or that the Receiving Party or <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the Receiving Party’s representatives have inspected any portion of the Confidential Information. 5. Waiver. The failure of a party to insist, in one or more instances, upon performance of any of the provisions or conditions of this Agreement will not be construed as a waiver of any other provision or condition of this Agreement, and no present waiver will be construed as a future waiver of such provision or condition. 6. Remedies. Because of the unique and proprietary nature of Confidential Information, it is understood and agreed that remedies at law for a breach by the Receiving Party of its obligations under this Agreement may be inadequate and that in the event of such breach or threatened breach the Disclosing Party will be entitled to seek equitable relief, including without limitation injunctive relief and specific performance. The remedies set forth in this Section are in addition to any other remedies available for any such breach or threatened breach, including the recovery of damages from the breaching party. 7. Assignment. This Agreement is not assignable by either party without the prior express written consent of the other, except that UHS may assign this Agreement to an affiliate or to a successor in interest to which the business relates. 8. Entire Agreement and Amendment. This Agreement states the entire understanding of the parties regarding the Disclosing Party’s Confidential Information and it cannot be altered or amended without a writing signed by both parties. This Agreement will not be construed to create any obligation on the part of either party to retain the other party’s services or to compensate the other party in any manner. 9. Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other materials furnished by the Disclosing Party constituting Confidential Information, together with all copies thereof in the possession, custody or control of the Receiving Party, without retaining any copies. Any destruction must be confirmed by the Receiving Party to the Disclosing Party in writing. Notwithstanding anything to the contrary set forth herein, the Receiving Party is not required to return or destroy computer files stored in the ordinary course of its business as a result of automated back-up procedures (subject, however, to the confidentiality restrictions set forth herein). 10. Term. The Receiving Party’s obligations imposed pursuant to this Agreement will continue for two years from the date hereof. ACCEPTED AND AGREED TO: Universal Hospital Services, Inc. Emergent Group, Inc. 7700 France Avenue South, Suite 275 10939 Pendleton Street Edina, MN 55435-522<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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, assigns, and affiliates. b. Integration. This Agreement constitutes the Parties’ entire agreement concerning the subject matter hereof and may be amended or modified only by a subsequent agreement in writing. A waiver, discharge, amendment, modification or termination of this Agreement or any provision hereof, shall be valid and effective only if in writing and executed by all Parties. A written waiver of a right, remedy or obligation under a provision of this Agreement will not constitute a waiver of the provision itself, a waiver of any succeeding right, remedy or obligation under the provision, or a waiver of any other right, remedy, or obligation under this Agreement. Any delay or failure by a Party in enforcing any obligation or in exercising any right or remedy shall not operate as a waiver of it or affect that party’s right later to enforce the obligation or exercise the right or remedy and a single or partial exercise of a right of remedy by a Party does not preclude any further exercise of it or the exercise of any other right or remedy of that Party. c. Severability. If any provision of this Agreement is held by an Authority to be invalid, void or unenforceable in any respect or with respect to Confidential Information, such provision in all other respects or with respect to all other Confidential Information, as the case may be, and the remaining provisions with respect to all Confidential Information, shall nevertheless continue in full force and effect without being impaired or invalidated and shall be enforced to the full extent permitted by Law. d. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. e. Form of Notices. Every notice, consent or approval required or permitted under this Agreement shall be valid only if in writing and delivered personally, by mail, by facsimile or by electronic mail, and sent by the sender to each other Party at its address or number listed for a Party’s Reviewing Representative. A validly given notice, consent or approval will be effective when received if delivered. f. No Assignment. Each Party recognizes that breach of its obligations hereunder shall cause 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’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 g<|eot_id|> <|start_header_id|>assistant<|end_header_id|>iving 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 such withdrawal that: (i) it has returned or destroyed all Confidential Information then in its possession; and (ii) it will remain bound by the disclosure limitations imposed by this Agreement. IN WITNESSS WHEREOF, the Parties execute this Agreement to be effective as of the date first written above.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>l or derived from any other information produced by the Company for any other purpose. 2. The Stockholder will not disclose, publish, or communicate Confidential Material to any person or entity in any form (written, oral, electronic or through any other medium), either directly or indirectly, except as provided in this Confidentiality Agreement to end; provided that in no event shall stockholder, directly or indirectly, publically disclose, publish or communicate names, addresses, holdings of any other stockholder. 3. If the Stockholder is required (by interrogatory, subpoena, civil investigatory demand, or any similar process relating to any legal proceeding, investigation, hearing, or otherwise) to disclose in any manner any Confidential Material, the Stockholder will provide the Company with prompt notice (i.e., within 2 business days of receipt of such interrogatory, subpoena, demand, or any similar process), so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement in the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, the Stockholder may furnish only such Confidential Material as they are advised is legally required and must exercise their best efforts to obtain assurance that confidential treatment will be accorded to any Confidential Material. 4. Each Party who receives Confidential Material pursuant to this Agreement agrees to submit to the exclusive jurisdiction of the Delaware Court of Chancery in any action to enforce any provision of, or based on any right or claim arising out of, this Agreement including any action to determine any dispute as to the confidentiality of any information or document produced by the Company. Each Party hereby expressly waives any and all objections such Party may have to personal jurisdiction or to venue, including without limitation the inconvenience of such forum, in the Court of Chancery. 5. Each Party agrees that the Company does not have an adequate remedy at law in the event of a breach of this Agreement by the Stockholder. The Parties further agree that, in the event of a breach of this Agreement by the Stockholder, the Company will suffer irreparable harm and will be entitled to specific performance and/or injunctive relief to enforce the terms of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to any other remedies to which the Company may be entitled at law or in equity. 6. This Agreement may not be amended, changed, waived, discharged, or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing that refers specifically to this Agreement and that is signed by the Party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. The waiver by any Party of any breach of this Agreement will not be deemed or construed as a waiver of any other breach of this Agreement, whether prior, subsequent, or contemporaneous. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. 7. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, beneficiaries, successors, and assigns. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. 9. This Agreement may be executed in multiple counterparts by any of the signatories hereto and as so<|eot_id|> <|start_header_id|>assistant<|end_header_id|> executed shall constitute one agreement. 10. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, and supersedes all prior agreements and understandings, written and oral, between the Parties with regard to the subject matter hereof. 11. This Agreement will be deemed to have been mutually prepared by the Parties and will not be construed against either of them by reason of authorship.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>thing 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 employees, representatives, and agents; (ii) information that was available to the Investor on 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|> Request for Proposal No. 426-2017 REQUEST FOR PROPOSAL FOR PROFESSIONAL CONSULTING SERVICES FOR EVALUATION STUDY OF WASTEWATER SCADA COMMUNICATIONS SYSTEM (the “RFP”) In consideration of receiving Confidential Information from the City of Winnipeg and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (insert name of legal name of counterparty) (the “Confidant”) agrees as follows: 1. Definitions: In this Agreement the following terms shall have the following meanings: a) “Agreement” means this agreement. b) “Confidant” means the Person named as such above. c) “Confidential Information” means any and all information, regardless of form, format or medium (including without limitation visual or oral information), of, related to, concerning, or resulting from, the City, the RFP and/or the Permitted Use, which comes into the possession or knowledge of the Confidant, including, without limitation, the RFP, documents, business information, know how, data, trade secrets, processes, designs, communications, materials, drawings, diagrams, computer programs, concepts, and any and all copies, reproductions, modifications, and derivative works. d) “Effective Date” is the day and date last below written. e) “City” means The City of Winnipeg. f) “Permitted Use” means private evaluation by the Confidant solely for the purpose of preparing a submission(s) to City in response to the RFP, and for no other purpose whatsoever. g) “Person” shall be broadly interpreted to include, without limitation, any corporation, partnership, other entity, or individual. h) “Third Party” means any Person other than City or Confidant. 2. Access/Use of Confidential Information: Subject to the terms and conditions of this Agreement, Confidant may use the Confidential Information only for the Permitted Use and for no other purpose whatsoever. Confidant acknowledges and agrees that City reserves the full independent right to modify the scope and content of Confidential Information available for access and/or use hereunder at any time and without prior notice. 3. Restrictions: Confidant agrees that: a) Confidential Information shall be kept in the strictest confidence without limitation of time, and shall not be disclosed to any Third Party; b) Confidant shall restrict access to Confidential Information only to its employees with a need to know to carry out the Permitted Use, and prior to disclosing same, each such employee shall be made aware of the terms and conditions of this Agreement; and c) Confidant shall cause all of its applicable employees to observe the terms of this Agreement, and shall be responsible for any breach of the terms of this Agreement by it or any such employee. 4. Return of Confidential Information: The Confidant shall immediately on notice at any time from City return to City, or destroy, any and all Confidential Information in accordance with City’s direction. 5. Continuing Obligations and Remedies: The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time. Confidant acknowledges and agrees that a breach of any term or condition of this Agreement shall cause irreparable harm to City which cannot be adequately compensated for in damages, and accordingly Confidant agrees tha<|eot_id|> <|start_header_id|>assistant<|end_header_id|>t City shall be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this Agreement. 6. No License Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information. 7. Enurement: This Agreement shall be binding and shall enure to the benefit of the parties hereto, and their respective legal representatives, successors and permitted assigns. 8. Governing Law and Interpretation: This Agreement shall be subject to, interpreted, performed and enforced in accordance with the laws of Manitoba and the applicable laws of Canada without regard to Manitoba or Federal Canadian law governing conflicts of law, even if one or more of the parties to this Agreement is resident of or domiciled in any other province or country. Section headings in this Agreement are for the convenience of the parties only, and shall not affect the interpretation of this Agreement. 9. Severability: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The parties agree that they shall endeavor to replace any such severed provision with a new provision which achieves substantially the same practical effect and which is valid and enforceable. 10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be eff<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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 t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>o 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 transmissio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>s receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company (at the Company's expense) in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement. NON-DISCLOSURE The disclosure of your possible interest in negotiating a transaction with the Company could have a material adverse effect on the Company's business if for any reason an agreement is not consummated. Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have entered into this Agreement, that Evaluation Materials have been made available or that discussions or negotiations <|eot_id|> <|start_header_id|>assistant<|end_header_id|>are taking place concerning a Possible Transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual. RETURN OF DOCUMENTS Upon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company. Notwithstanding the return or destruction of the Evaluation Materials, you and your representatives will continue to be bound by your obligations pursuant to this Agreement. NO UNAUTHORIZED CONTACT OR SOLICITATION During the course of your evaluation, you agree that all inquiries and other communications are to be made directly to CSFB or employees or representatives of the Company specified by CSFB. Without the Company's prior written consent, the persons who are involved in the possible transaction will not for a period of two years from the date of this Agreement directly or indirectly solicit for employment any person who is now employed by the Company (or whose activities are dedicated to the Company) in an executive or management level position or otherwise considered by the Company to be a key employee. STANDSTILL You agree that until one year from the date of this Agreement, you will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph. NO REPRESENTATION OR WARRANTY Although the Company and CSFB have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives, except as may be set forth in a definitive sale agreement. Only those represent<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>s than 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 any portion of the Confidential Information for any purpose except to evaluate the RFP, including assessment of each Statement of Work under the RFP, in order to prepare its response to the RFP or (ii) disclose the Confidential Information or any part of it to any third party without the prior written consent of the AOC; provided, however, that Confidential Informa<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tion shall not include any information of the AOC that: (a) is already properly known to Company at the time of its disclosure as shown by the Company’s files and records immediately prior to the time of disclosure by the AOC to Company; (b) is publicly known through no action or inaction of Company; (c) is received from a third party free to disclose it to Company; (d) is independently developed by the Company without use of or reference to the Confidential Information, as shown by documents and other competent ev<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>non-use The Receiving Parties undertake and agree: a) To take proper and reasonable measures to ensure the secrecy of the Confidential Information; b) Not to disclose, or allow it to be disclosed, in whole or in part to any third party without the prior written consent of the Disclosing Party c) Not to use, in whole or in part, the Confidential Information for anything other than the Permitted Purpose. d) Not to use the Confidential Information for their own commercial use or for that of any other person or party, without prior written consent by the Disclosing Party; e) Not to make copies of the Confidential Information in any format without prior written authorisation by the Disclosing Party; f) Not to alter, modify, disassemble, reverse engineer or decompile any Confidential Information; g) Not to apply for any patent or trademark which could include any Confidential Information. 4. Disclosure to Representatives The Parties shall use at least the same degree of care as the Receiving Party normally exercises to protect its own information of like character and importance, but in no event less than reasonable care. The Receiving Party undertakes to permit access to the Confidential Information only to its Representatives or employees who require access to such Information solely for the fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the condition that such persons are made aware of the terms of this Agreement and their obligations therein, along with the Disclosing Party’s rights to the Confidential Information. The Receiving Party shall be responsible for ensuring its Representatives comply with the terms of this Agreement. 5. Return of information and property The Receiving Party acknowledges and agrees<|eot_id|> <|start_header_id|>assistant<|end_header_id|> that the Confidential Information is and remains the property of the Disclosing Party. The Receiving party must, at the end of this Agreement or within seven days following written instruction by the Disclosing Party to do so, return or destroy all Confidential Information in the Receiving Party's possession, custody or control. The Receiving Party may retain one (1) copy of any such Confidential Information to be stored securely with its legal representative only if required for regulatory or insurance purposes, but in this event the confidentiality and non-use provisions in this Agreement remain in place with respect to such retained Confidential Information. The return or destruction of any Confidential Information will not diminish or otherwise affect any other obligations under this Agreement. 6. No implied rights This Agreement shall not<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIALITY, NON-DISCLOSURE & APPROPRIATE USE AGREEMENT FAU has a legal responsibility to safeguard the confidentiality and security of our patients’ protected health information (“PHI”) as well as operational, proprietary, and student and employee information (collectively “FAU Confidential Information”). This information may include, but is not limited to, patient health records, as well as information regarding human resources, payroll, fiscal matters, research, and strategic planning, and may exist in any form, including electronic, video, spoken, or written. This Agreement applies to all members of the workforce, including but not limited to, employees, volunteers, students, faculty, physicians, and third parties, whether temporary or perm<|eot_id|> <|start_header_id|>assistant<|end_header_id|>anent, 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<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>eting 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 inter<|eot_id|> <|start_header_id|>assistant<|end_header_id|>pretations 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, however, that Receiving Party may disclose such information to such of its representatives who need such information for the purpose of evaluating or assisting with Receiving Party’s investment in Blueknight, it being understood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives. 4. Trading in Blueknight Securities; Refinanci<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>n; or (e) is communicated to a third party with express written consent of the AOC. Nothing in this Agreement shall prevent the Company from disclosing Confidential Information to the extent the Company is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that Company gives the AOC prompt written notice of such requirement before making such disclosure and Company gives the AOC an adequate opportunity and assistance to interpose an objection or take action to assure confidential handling of such Confidential Information. 4. All Confidential Information, and any Derivative of it, whether created by the AOC or Company, remains the property of the AOC and no license or other rights to Confidential Information is granted to Company. For the purpose of this Agreement, “Derivative” means: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted, (ii) for patentable or patented material, any improvement or enhancement of it; and (iii) for material which is protected by trade secret, any new material derived from existing trade secret material, including new material which may be protected by any of the following: copyright, patent or trade secret. 5. Except as otherwise provided in any future agreement, at any time, Company agrees that it shall return to the AOC upon request all documents, records, notebooks, computer media or other stored information of any form or type whatsoever containing any Confidential Information, including all copies thereof, then in its possession or control (directly or indirectly), whether prepared by it or others and it shall at such time immediately discontinue all use of the Confidential Information. 6. Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright rights, nor shall this Agreement grant to any rights 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, COMPLETENES<|eot_id|> <|start_header_id|>assistant<|end_header_id|>S, 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 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 rel<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Transaction or this Agreement; provided that the Disclosing Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party's expense, to obtain assurances that any such disclosed Confidential Information will be afforded confidential treatment. 8. If the Recipient, or anyone else to whom Confidential Information is provided as permitted by this Agreement, receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, Recipient will make a reasonable effort to provide the Disclosing Party with prompt notice so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Disclosing Party waives compliance with this Agreement, the compelled person will furnish only that portion of the Confidential Information which Recipient is informed by advice of its counsel that it is required to disclose. Ownership of Confidential Information 9. All right, title and interest in and to a Disclosing Party’s Confidential Information will remain the exclusive property of the Disclosing Party and the Confidential Information will be held in trust and confidence by the Recipient and its Representatives. No interest, license or any right respecting the Confidential Information, other than expressly set out in this Agreement, is granted to the Recipient under this Agreement by implication or otherwise. 10. All written, electronic or oral information that contains any part of a Disclosing Party’s Confidential Information (including any Derivative Confidential Information) will remain the property of the Disclosing Party. Return or Destruction of Confidential Information 11. The Recipient will, within five business days of a written request by the Disclosing Party, confirm that it has destroyed the original provided to Recipient (and all copies made by it) any documents (in whatever form or medium) provided, or made available for review by, the Disclosing Party (including any Derivative Confidential Information). Notwithstanding the immediately preceding sentence, the parties agree that destruction will not be made of (i) any electronic copy of any Confidential Information that was created pursuant to the standard electronic backup and archival procedures of the Recipient if (x) personnel of the Recipient whose functions are not primarily internal information technology in nature do not have access to such retained copies and (y) personnel of the Recipient whose functions are primarily internal information technology in nature have access to such copies only as reasonably necessary for the performance of their internal information technology duties (e.g., for purposes of system recovery). The parties further agree that they will continue to treat as confidential in accordance with the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11. No Liability Regarding Confidential Information 12. The Recipient acknowledges that (i) the Disclosing Party is not obligated to provide any information pursuant to this Agreement, (ii) the Confidential Information is being given to it without liability on the part of the Disclosing Party or any of its Representatives, and (iii) no representation or warranty with respect to the Confidential Information is made by the Disclosing Party or any of its Representatives. The Recipient agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information by the Recipient or its Representatives. General 13. The Recipient agrees that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement by the Recipient or its Representatives, and that any court having competent jurisdiction may enter a preliminary and/or permanent restraining order, injunction or order for specific performance, without posting any bond, in the event of an actual or threatened breach of any of the provisions of this Agreement, in addition to any other remedy at law or in equity available to the Disclosing Party. 14. This Agreement will terminate on the first anniversary of the date hereof. 15. The furnishing of Confidential Information pursuant to this Agreement does not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into any agreement or negotiation with another party with respect to a Proposed Transaction or otherwise. 16. Each of th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> 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 of VENDOR, its employees and/or representatives for any notifications to affected <|eot_id|> <|start_header_id|>assistant<|end_header_id|>persons (after prompt consultation with BPS), and to the extent requested by BPS, administratively responsible for such notification. VENDOR shall protect the Confidential Information and shall not permit the release of such information to parties other than BPS officials and their authorized agents. 3. Background Checks: VENDOR, its employees and/or representatives, acknowledge that BPS reserves the right to conduct an appropriate background check on any and all participants with access to the Confidential Information pursuant to this agreement. 4. Disclosure Sought Under Legal Process. VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires: Name: William Eger Title: Strategic Projects Manager Email: weger@bostonpublicschools.org Phone Number: 914-523-9675 Office Location: Bolling Building 2300 Washington Street Roxbury, MA 02119 6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information. 7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of aggregate or de-identified data to VENDOR, public entities and community based organizations, and use of 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|>out prior notice. 3. Restrictions: Confidant agrees that: a) Confidential Information shall be kept in the strictest confidence without limitation of time, and shall not be disclosed to any Third Party; b) Confidant shall restrict access to Confidential Information only to its employees with a need to know to carry out the Permitted Use, and prior to disclosing same, each such employee shall be made aware of the terms and conditions of this Agreement; and c) Confidant shall cause all of its applicable employees to observe the terms of this Agreement, and shall be responsible for any breach of the terms of this Agreement by it or any such employee. 4. Return of Confidential Information: The Confidant shall immediately on notice at any time from City return to City, or destroy, any and all Confidential Information in accordance with City’s direction. 5. Continuing Obligations and Remedies: The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time. Confidant acknowledges and agrees that a breach of any term or condition of this Agreement shall cause irreparable harm to City which cannot be adequately compensated for in damages, and accordingly Confidant agrees that City shall be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this Agreement. 6. No License Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information. 7. Enurement: This Agreement shall be binding and shall enure to the benefit of the parties hereto, and their respective legal representatives, successors and permitted assigns. 8. Governing Law and Interpretation: This Agreement shall be subject to, interpreted, performed and enforced in accordance with the laws of Manitoba and the applicable laws of Canada without regard to Manitoba or Federal Canadian law governing conflicts of law, even if one or more of the parties to this Agreement is resident of or domiciled in any other province or country. Section headings in this Agreement are for the convenience of the parties only, and shall not affect the interpretation of this Agreement. 9. Severability: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The parties agree that they shall endeavor to replace any such severed provision with a new provision which achieves substantially the same practical effect and which is valid<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and enforceable. 10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be effective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a waiver of a subsequent breach thereof. 11. Amendments:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ch license or approval. 10. No Warranties. The Receiving Party acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. VAPOTHERM MAKES NO WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION. Vapotherm accepts no responsibility for any expenses, losses or action incurred or undertaken by Receiving Party as a result of Receiving Party’s receipt or use of Confidential Information. VAPOTHERM MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION. 11. Survival. The restrictions and obligations of this Agreement shall continue and shall survive the termination of the Purpose of the disclosure for a period of five (5) years. 12. Interpretation; Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without reference to its choice of law provisions. The parties agree that any legal action or proceedings brought by or against them with respect to this Agreement shall be brought in the state or federal courts located in Delaware, USA and, by execution and delivery hereof, the parties hereby irrevocably submit to each such jurisdiction and hereby irrevocably waive any and all objections which they may have with respect to venue in any of the above courts. 13. Division/Separation. This Agreement is divisible and separable so that if any provision(s) hereof shall be held to be invalid, such holdings shall not impair enforcement or validity of the remaining provisions hereof. If any provision is held to be too broad to be enforced, such provision shall be construed to create an obligation to the full extent allowable by law. 14. Entire Understanding. This Agreement constitutes the entire understanding of the parties with respect to the specific subject matter of this Agreement and supersedes and replaces any and all prior understandings, arrangements and/or agreements, whether written or oral, relating to the Technology. 15. Waiver. Waiver of any breach of this Agreement shall not be construed as a waiver of the underlying obligations of this Agreement. 16. Right in Confidential Information. No license or other right is created or granted hereby, except the specific right to receive the Confidential Information and evaluate it as set forth herein, nor shall any license or any other right with respect to the subject matter hereof be created or granted except by written agreement signed by the duly authorized representative of each of the <|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>n is aggregated with other information or its not identified with the Producer. Producer Confidential Information may be disclosed to the Owner (unless an independent third party is required by the FTC/DOJ) for purposes permitted under this Agreement and disclosed, on an aggregate basis, to other Agency Affiliates provided: (i) the Owner and each Agency Affiliate Recipient agrees to be bound by this Agreement; (ii) Producer Confidential Information to be disclosed is at least three months old; (iii) Producer Confidential Information is aggregated with similar types of confidential information of at least 4 other commercial producers with whom the Agency or Agency Affiliate have contracted to produce commercials and who have consented in writing to have their confidential information aggregated and disclosed in accordance with this procedure provided however that no aggregated producer confidential information represents more than 25% on a weighted basis of any statistic and further provided that all information is sufficiently aggregated such that it would not allow a Recipient to identify the Confidential Information of the Producer or of any other producer whose confidential information is aggregated. The obligations of confidentiality in this Agreement do not extend to any item of Confidential Information which (i) is publicly known at the time of its disclosure, (ii) is lawfully received by a Recipient from a third party not known to the Recipient to be under a similar confidential agreement to this Agreement or under obligation of confidentiality to the Discloser, (iii) is published or otherwise made known to the public by the Discloser of Confidential Information, (iv) was generated independently by the receiving Recipient without reliance on Confidential Information (as proven by supporting documentation evidencing such independent generation) or (<|eot_id|> <|start_header_id|>assistant<|end_header_id|>v) was received either prior to the Effective Date of this Agreement or was received for the first time only after the termination or expiration of this Agreement. 3. Maintenance of Confidentiality. Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disc<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>esses or any other information concerning any past, present or identified prospective client, customer or supplier of the Division prior to Closing. 1.04 "TERRITORY" shall mean the United States of America and Canada. ARTICLE II NON-COMPETITION AND NON-DISCLOSURE 2.01 SCOPE AND REASONABLENESS. Seller acknowledges that this Agreement (including without limitation the covenants and agreements set forth in this Article II) is being entered into as an important part 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>is requested in any court or governmental proceeding to disclose any Confidential Information, Seller shall give Purchasers and Parent prompt notice of such request, such that Purchasers or Parent may seek a protective order or other appropriate relief, and in any such proceeding Seller will disclose only so much of the Confidential Information as is required to be disclosed. (b) Seller will keep confidential and will not for a period of three (3) years after the execution of this Agreement, directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorized representatives of Purchasers or the Parent. (c) With respect to any trade secrets included in the Confidential Information, Seller also agrees not to use or disclose any of such trade secrets at any time until such trade secrets become generally available to the public by independent discovery or development and publication through no fault of Seller. Seller acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies that Purchasers or Parent may have available pursuant to the laws of any jurisdiction or at common law to prevent disclosure of trade secrets or proprietary information, and the enforcement by Purchasers or Parent of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies they may possess in law or equity absent this Agreement. 2.03 NON-COMPETITION. Seller agrees that for a period of three<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Information” shall not include any information which: (a) Is, or becomes, publicly known through no wrongful act on the receiving party’s part; or (b) Is, at the time of disclosure under this Agreement, already known to the receiving party without restriction on disclosure; or (c) Is, or becomes, rightfully possessed by the receiving party without any obligation restricting disclosure and without breach of this Agreement; or (d) Is independently developed by the receiving party without breach of this Agreement; or (e) Is furnished to a third party by the disclosing party without a similar restriction on the third party’s rights; or (f) Is required to be disclosed by law or applicable legal process; or (g) Is embodied and ascertainable upon inspection of commercially <|eot_id|> <|start_header_id|>assistant<|end_header_id|>available products, including manuals and the like, rightfully sold to the public by either party; or (h) Is explicitly authorized for release by written authorization of the disclosing party. 4. Either party may terminate this agreement at any time by giving written notice to the other party. Notwithstanding termination or expiration, all obligations of confidentially shall survive and cont<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>, this agreement 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 (collecti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>vely, "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<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an app<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ropriate protective order; provided, however, if such protective order or other remedy is not obtained, or BDO waives compliance with the provisions hereof, the undersigned or such Representative, as the case may be, may disclose such Information which the undersigned or such Representative, as the case may be, is legally required to be disclosed; 8. The term “Information” does not include and this NDA will not apply to any information that: (a) at the time of<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ered 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 – Fir<|eot_id|> <|start_header_id|>assistant<|end_header_id|>st 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 Rooms 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 co<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>r its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation t<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ciates”). 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 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 an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y 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 Agree<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL NONDISCLOSURE AGREEMENT Effective Date: 12/10/98 This Agreement governs the disclosure of information by and between Yahoo! Inc., a California corporation, and Restrac, Inc. ("Participant"). 1. The "Confidential Information" is that confidential, proprietary, and trade secret information being disclosed by the disclosing party described as (please be specific): (a) Yahoo Confidential Information (owned by Yahoo and any of its affiliates): Resume and Employment Related. (b) Participant Confidential Information: Resume and Employment Related. 2. Except as set forth in this Section 2, all Confidential Information shall be in tangible form and shall be marked as Confidential or proprietary information of the disclosing party. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure and confirmed in a writing to the recipient within thirty (30) days of such disclosure. 3. Each of the parties agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of the other party and any purpose the other party may hereafter authorize in writing. Each of the parties agrees that it shall disclose Confidential Information of the other party only to those of its employees who need to know such information and who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. 4. There shall be no lia<|eot_id|> <|start_header_id|>assistant<|end_header_id|>bility for disclosure or use of Confidential Information which is (a) in the public domain through no fault of the receiving party (b) rightfully received from a third party without any obligation of confidentiality, (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party, (d) independently developed by the receiving party, (e) generally made available to third parties without any restriction on disclosure, or (f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement (provided that the party so disclosing has provided the other party with a reasonable opportunity to seek protective legal treatment for such Confidential Information). 5. "Residual Information" shall mean any Confidential Information of the disclosing party which may be retained in intangible form in the minds of those individuals of the receiving party who have had 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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ders; 1.2.2 the singular includes the plural and vice versa; 1.2.3 the words “include” and cognate expressions shall be construed as if they were immediately followed by the words “without limitation”; 1.2.4 references to any statutory provision include a reference to that provision as modified, replaced, amended and/or re-enacted from time to time (before or after the date of this Agreement) and any prior or subsequent subordinate legislation made under it; 1.2.5 the expressions "subsidiary", "holding company" and "subsidiary undertaking" shall have the meanings given to them in the Companies Act 2006; 1.2.6 headings are included for ease of reference only and shall not affect the interpretation or construction of this Agreement; and 1.2.7 references to Clauses are to clauses of this Agreement. 2 Confidentiality obligations 2.1 In consideration of the Disclosing Party providing Confi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>dential Information, at its discretion, to the Receiving Party, the Receiving Party shall: 2.1.1 treat all Confidential Information as secret and confidential; 2.1.2 have in place and maintain proper security measures and procedures to protect the confidentiality of the Confidential Information (having regard to its form and nature); 2.1.3 not disclose or permit the disclosure of any of the Confidential Information to any other person without obtaining the prior written consent of the Disclosing Party or, if relevant, other owner or except as expressly set out in this Agreement; 2.1.4 not transfer any of the Confidential Information outside the [United Kingdom]; 2.1.5 not use or exploit any of the Confidential Information for any purpose whatsoever other than the Permitted Purpose; and 2.1.6 immediately notify the Disclosing Party in writing if it suspects or becomes aware of any unauthorised access, copying, use or disclosure in any form of any of the Confidential Information. 2.2 The Receiving Party shall [be responsible for taking reasonable action to] ensure that each Receiving Party Authorised Person to whom it discloses Confidential Information observes the Receiving Party’s obligations under this Agreement as if such Receiving Party Authorised Person had undertaken the same obligations 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|>ugh injunction if the other party or any of its employees, agents or representatives breaches any provision of this Agreement. 9. The parties acknowledge that each has endeavored to include in the Confidential Information information which it believes to be reliable and relevant for the purpose first set forth above, however each party understands and acknowledges that neither party nor any of their respective representatives made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The parties further agree that neither party nor any of their respective representatives shall have any liability to the other party or any of such other party's representatives resulting from the use or contents of the Confidential Information or from any action taken or inaction occurring in reliance on the Confidential Information. 10. This Agreement shall remain in effect for a period of one (1) year from the effective date hereof. 11. Each party acknowledges and agrees that nothing in this Agreement shall impose upon any party any obligation to consummate a transaction or to enter into any discussions or negotiations with respect thereto. Further, each party understands that the other party may now market or have under development products and/or services which are competitive with the products or services now offered or which may be offered in the future by its own company. Subject to the terms and conditions of this Agreement, discussions and/or communications between the parties hereto will not serve to impair the right of each party to develop, make, use, procure and/or market products or services now or in the future which may be competitive with those offered by the other party nor require either party to disclose any planning or other information to the other party, provided none of the foregoing activities violate the terms of this Agreement. 12. Any notice or other communication made or given by either party in connection with this Agreement shall be sent via registered or certified mail, postage prepaid, return receipt requested; by facsimile transmission, with confirmation of receipt; or by overnight courier service to the other party as follows: If to Kaplan: If to Company: Ross Hamachek Vince Pisano Kaplan, Inc. Quest Education Corp. 888 Seventh Avenue, 23rd Fl. 1400 Hembree Road #100 New York, NY 10106 Roswell, GA 30076 Facsimile: 212-492-5860 Copy to: Copy to: Veronica Dillon, Esq. Morris Brown, Esq. General Counsel Greenberg Traurig Kaplan , Inc. 777 S. Flagler Dr. #300-E 888 Seventh Avenue,<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 23rd Fl. West Palm Beach, FL 33401 New York, NY 10106 Facsimile: 212-492-5860 Any party may by notice as set forth in this paragraph change the address to which further notices to it shall be mailed. 13. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. The parties hereby consent and submit to personal jurisdiction of courts situated in New York County, New York, and all disputes arising in connection with the Agreement shall be heard only by a court of competent subject matter jurisdiction situated in New York County, New York. 14. This Agreement constitutes the entire understanding between the parties in connection with the subject matter hereof and supersedes and replaces all prior discussions, understandings and agreements (oral or written) related thereto. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by its authorized officer or representative. 15. Neither party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement. 16. The failure or delay of either party to enforce at any time any provision of this Agreement shall not constitute a waiver of such party's right thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable, then such provision shall be modified by the proper court or other authority to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect separately from the provision or portion thereof determined to be invalid, illegal, void or unenforceable and shall not be affected thereby. 17. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed as of the date written above. QUEST EDUCATION CORPORATION: KAPLAN, INC.: By: Vince Pisano By: Ross Hamachek ------------------------------- ------------------------------ (signature) (signature) Name: Vince Pisano Name: Ross Hamachek Title: V.P. - CFO Title: Senior Vice President and Chief Financial Officer 4<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>3 not use, exploit or in any other manner whatsoever apply or reproduce the Confidential Information except to the extent required to achieve the Purpose; 4.2.4 not divulge or permit access to the Confidential Information to any person except to those of its employees, officers, directors, representatives, advisers and Affiliates who have a specific need to know such information in relation to the Transaction. Before revealing any Confidential Information to its employees, officers, directors, representatives, advisers and/or Affiliates, the Receiving Party shall be obliged to notify such employees, officers, directors, representatives, advisers and/or Affiliates of the confidential nature of the disclosure and ensure that such employees, officers, directors, representatives, advisers and/or Affiliates are obliged not to disclose the Confidential Information to any unauthorised third party and not use the Co<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nfidential Information except as may be strictly required in relation to the Transaction. The Receiving Party shall be liable for any damages incurred by the Disclosing Party as a result of any unauthorised disclosure of the Confidential Information made by the Receiving Party, its employees, officers, directors, representatives and/or Affiliates; and 4.2.5 immediately notify the Disclosing Party in writing if it becomes aware that there has been an unauthorised disclosure or use of any Confidential Information and take all necessary steps to recover such Confidential Information and to prevent any further disclosure of such Confidential Information. 4.3 All information furnished or disclosed by the Disclosing Party to the Receiving Party shall be deemed to be Confidential Information unless the Receiving Party can demonstrate the contrary. 4.4 The Receiving Party agrees that monetary damages may not be a sufficient remedy for a breach of the undertakings given by it in this 4 and accordingly, without prejudice to any other rights and remedies available to the Disclosing Party, agrees that the Disclosing Party shall, in the event of a breach of any of the provisions of this Agreement, be entitled to seek relief by way of interdict, specific performance or otherwise. 4.5 Should the Receiving Party or any of its employees, officers, directors, representatives, advisers or Affiliates be obliged by any law, or a valid order of any court of competent jurisdiction or government authority acting with the powers granted to it in law, to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shall, prior to making any such disclosure – 4.5.1 immediately notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such request, so that the Disclosing Party may seek an interdict or other appropriate remedy to limit the scope of any such disclosure; 4.5.2 consult with the Disclosing <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>dential Information 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 p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rotective 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, 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 with respect to the subject matter hereof and supersedes any prior written, or prior or contemporaneous oral, understandings or agreements between the parties that may have related in any way to the subject matter hereof. This A<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>7. In the event that the undersigned, or any of the Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an appropriate protective order; provided, however, if such protective order or other remedy is not obtained, or BDO waives compliance with<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the provisions hereof, the undersigned or such Representative, as the case may be, may disclose such Information which the undersigned or such Representative, as the case may be, is legally required to be disclosed; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ntatives and that, in addition to all other remedies, the Corporation shall be entitled to specific performance or injunctive or other equitable relief as a remedy for any such breach. 11. No Waiver: The parties agree that no failure or delay by the other party, its agents, or representatives in exercising any right, power or privilege under this agreement shall operate as a waiver thereof, nor shall any si<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ngle or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this agreement. 12. Governing Law and Jurisdiction: This agreement will be governed by, and construed and enforced in accordance with the laws of the Province of Québec and the laws of Canada applicable to agreements made in or to be performed within such province. Each of the parties hereby submits to the jurisdiction of the courts in the Province of Québec. 13. Severability: If any provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct. 14. Interpretation: The use of sections and the insertion of headings are for reference purposes only and are not to affect the interpretation of this agreement. Unless otherwise indicated, any reference herein to a particular section refers to the specified section to this agreement. In this agreement, words importing the singular number will include the plural and vice versa, words importing gender will include all genders and words importing persons will include individuals, corporations, partnerships, associations, trust, unincorporated organizations, governmental bodies and other legal or business entities. 15. Assignment: Neither party may assign any of its rights or obligations under this agreement without the prior written consent of the other party. This agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors, personal representatives and permitted assigns. 16. English Language Contract: Each party agrees that the English language will be the language of this agreement. Il est de la volonté expresse des parties que le présent contrat soit rédigé en anglais. 17. Counterparts: This agreement may be executed in any number of counterparts and by facsimile or scanned computer image file (such as PDF), each of which shall be deemed to be an original, notwithstanding that all of the parties are not signatory to the same counterpart, facsimile or scanned computer image. DIALOGIC CORPORATION NOVACAP TECHNOLOGIES III, L.P. By: /s/ Stephen Becker By: /s/ Stéphane Tremblay Name: Stephen Becker Name: Stéphane Tremblay Title: Associate General Counsel Title: General Partner<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>arty is entitled to equitable relief through injunction if the other party or any of its employees, agents or representatives breaches any provision of this Agreement. 9. The parties acknowledge that each has endeavored to include in the Confidential Information information which it believes to be reliable and relevant for the purpose first set forth above, however each party understands and acknowledges that neither party nor any of their respective representatives made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The parties further agree that neither party nor any of their respective representatives shall have any liability to the other party or any of such other party's representatives resulting from the use or contents of the Confidential Information or from any action taken or inaction occurring in reliance on the Confidential Information. 10. This Agreement shall remain in effect for a period of one (1) year from the effective date hereof. 11. Each party acknowledges and agrees that nothing in this Agreement shall impose upon any party any obligation to consummate a transaction or to enter into any discussions or negotiations with respect thereto. Further, each party understands that the other party may now market or have under development products and/or services which are competitive with the products or services now offered or which may be offered in the future by its own company. Subject to the terms and conditions of this Agreement, discussions and/or communications between the parties hereto w<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ill not serve to impair the right of each party to develop, make, use, procure and/or market products or services now or in the future which may be competitive with those offered by the other party nor require either party to disclose any planning or other information to the other party, provided none of the foregoing activities violate the terms of this Agreement. 12. Any notice or other communication made or given by either party in connection with this Agreement shall be sent via registered or certified mail, postage prepaid, return receipt requested; by facsimile transmission, with confirmation of receipt; or by overnight courier service to the other party as follows: If to Kaplan: If to Company: Ross Hamachek Vince Pisano Kaplan, Inc. Quest Education Corp. 888 Seventh Avenue, 23rd Fl. 1400 Hembree Road #100 New York, NY 10106 Roswell, GA 30076 Facsimile: 212-492-5860 Copy to: Copy to: Veronica Dillon, Esq. Morris Brown, Esq. General Counsel Greenberg Traurig Kaplan , Inc. 777 S. Flagler Dr. #300-E 888 Seventh Avenue, 23rd Fl. West Palm Beach, FL 33401 New York, NY 10106 Facsimile: 212-492-5860 Any party may by notice as set forth in this paragraph change the address to which further notices to it shall be mailed. 13. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. The parties hereby consent and submit to personal jurisdiction of courts situated in New York County, New York, and all disputes arising in connection with the Agreement shall be heard only by a court of competent subject matter jurisdiction situated in New York County, New York. 14. This Agreement constitutes the entire understanding between the parties in connection with the subject matter hereof and supersedes and replaces all prior discussions, understandings and agreements (oral or written) related thereto. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by its authorized officer or representative. 15. Neither party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement. 16. The failure or delay of either party to enforce at any time any provision of this Agreement shall not constitute a waiver of such party's right thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable, then such provision shall be modified by the proper court or other authority to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect separately from the provision or portion thereof determined to be invalid, illegal, void or unenforceable and shall not be affected thereby. 17. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed as of the date written above. QUEST EDUCATION CORPORATION: KAP<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>gotiations and investigations concerning a Transaction. (c) Amendment and Waiver. This Agreement may be amended, modified or waived only by a separate written instrument duly signed and delivered by or on behalf of both Parties. (d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable. (e) No Obligation to Complete a Transaction. It is expressly understood that this Agreement is not intended to, and does not, constitute an agreement to consummate a Transaction, to conduct or continue negotiations with respect to a Transaction, or to enter into a definitive agreement with respect to a Transaction, and neither Party shall have any rights or obligations of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or by virtue of any other written or oral expression by the Parties' respective Representatives unless and until a definitive agreement with respect to a Transaction is executed and delivered by both Parties, other than for the matters specifically agreed to herein. Both Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to provide or not to provide Evaluation Material to the Receiving Party under this Agreement, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations at any time. If either Party determines not to proceed with negotiations with respect to a Transaction, it will promptly inform the other Party of such determ<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ination. (f) Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to the principles of the conflict of laws thereof. Each Party consents and submits to the exclusive jurisdiction of the federal and state courts in the State of Georgia, and the city of Atlanta, for the adjudication of any action, suit, or proceeding arising out of or otherwise relating to this Agreement. [Signatures on following page] The Parties have executed this Agreement as of the date first written above. EarthLink, Inc. CIDCO, Incorporated By: /s/ Nathaniel B. Cobb By: /s/ Robert Wonsetler Name: Nathaniel B. Cobb Name: Robert Wonsetler Title: VP, Strategy & Development Title: V.P. Strategic Bus. Dev.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Merger and shall expire on a date which shall be the latest to occur of: (a) such date as such Stockholder shall no longer be employed on a full-time basis with AUGI or any other subsidiary or affiliate <|eot_id|> <|start_header_id|>assistant<|end_header_id|>of AUGI; or (b) three (3) years following the effectiveness of the Merger (the "Restrictive Period"), without the prior written consent of AUGI, such Stockholder shall not invest, carry on, engage or become involved, either as an employee, agent, advisor, officer, director, stockholder, manager, partner, joint venturer, participant or consult<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>AGREEMENT ON THE NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (TWO-WAY) This Agreement is made with an effective date of the day of 200 between The University of Bristol whose registere<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d address is Senate House, Tyndall Ave, Bristol, BS8 1TH, and whose registered address is (the "Parties") THE PURPOSE of this Agreement is to regulate the exchange and subsequent treatment of confidential information to be received by or disclosed to the signatories to this Agreement, in the field of , so as to protect the proper interests of the disclosing party whilst this confidential information is in the possession or control of the receiving party. For the purposes of this Agreement the term confidential information includes proprietary materials and information relating thereto including without limitation specifications, drawings, designs, computer software and knowhow. In general the receiving party must afford disclosed confidential information the same degree of protection as it would afford its own. NOW IT IS HEREBY AGREED:- 1. The disclosure of confidential information is for the specific purpose of evaluating technology in the field described <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tion, 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 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. U<|eot_id|> <|start_header_id|>assistant<|end_header_id|>pon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information. 7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of ag<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 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 Test. At all times during the testing period, Attendee agrees to abide by the Code of Professional Ethics and Conduct, a copy of which can be found online at www.bomi.org. 3. Attendee shall notify BOMI immediately upon discovery of unauthorized use or disclosure of Confidential Information or any breach of this Agreement, and shall cooperate with BOMI in every reasonable way to assist BOMI in mitigating the consequences of such use or disclosure and preventing further unauthorized use or disclosure. If a third party brings an action against BOMI arising out of Attendee’s breach of this Agreement, BOMI, at its<|eot_id|> <|start_header_id|>assistant<|end_header_id|> sole discretion, may settle or defend the claim, and Attendee shall pay all settlements, costs, damages and legal fees and expenses arising out of such settlement or defense. 4. Attendee agrees that money damages will not be a sufficient remedy for any breach of this Agreement by him and that in addition to all other remedies which may be available, BOMI will be entitled to specific performance and injunctive or other equitable relief, without bond, as a remedy for any such breach or threatened breach. All remedies available to BOMI for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. 5. In the event of any litigation between the Parties in connection with this Agreement, including the seeking of injunctive relief, if BOMI is the successful party, Attendee shall pay to BOMI therein all costs and expenses, including but not limited to actual attorneys’ fees incurred therein by BOMI, which costs, expenses and attorneys’ fees shall be included as a part of any judgment rendered in such action in addition to any other relief to which BOMI may be entitled. Should BOMI not be a successful party, the Parties will each bear their own attorneys’ fees and expenses. 6. Attendee acknowledges that all Test documents, materials, drawings, and other physical media of expression incorporating or containing any Confidential Information that BOMI furnishes to Attendee, or that Attendee prepares during the Testing Period, are BOMI’s property and will be promptly surrendered to BOMI upon the completion of the Testing Period. After the completion of the Testing Period, Attendee will make no further use of any of the Confidential Information. The foregoing will apply regardless of whether Attendee completes the Test. 7. Attendee understands that BOMI makes no representations or warranties as to the accuracy or completeness of any Confidential Information disclosed, and Attendee agrees that neither BOMI nor any of its officers, directors, Attendees, agents, members or attorneys will have any liability to Attendee arising from Attendee’s use of the Confidential Information. 8. To the fullest extent permitted by law, all of the covenants and agreements contain<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AND NON-COMPETE AGREEMENT NON-DISCLOSURE AND NON-COMPETE AGREEMENT This AGREEMENT (this "Agreement"), is made as of October 7, 2002 (the "Effective Date"), by and between MERITAGE CORPORATION, a Maryland corporation ("Meritage"), MTH-HOMES NEVADA, INC., an Arizona corporation (the "Company"), ZENITH NATIONAL INSURANCE CORP., a Delaware corporation ("Zenith"), and PERMA-BILT, a Nevada corporation ("Seller" and, together with Zenith, "Selling Parties"). R E C I T A L S Seller is engaged in homebuilding and home sales operations. Zenith indirectly owns all of the outstanding shares of capital stock of Seller. The Business will be acquired by the Company pursuant to a Master Transaction Agreement, dated as of October 7, 2002 (the "Master Agreement"). Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Master Agreement. Selling Parties have intimate knowledge of the business practices of the Business, which, if exploited by Selling Parties in contravention of this Agreement, would seriously, adversely, and irreparably affect the ability of the Company to continue the businesses previously conducted by Seller. To induce the Company to enter into the Master Agreement, Selling Parties have agreed to execute this Agreement. In consideration of the premises, the mutual promises and covenants of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selling Parties, intending to be legally bound, agree as follows: 1. Noncompetition. (a) For the period beginning on the Effective Date and ending on the * anniversary thereof (the "Restriction Period"), neither Selling Parties nor any subsidiary, sister entity, or parent will, directly or indirectly, either as a partner or owner or in any other capacity: (i) engage in the homebuilding or home sales business within 100 miles of the Las Vegas metropolitan area (a "Competing Business"); (ii) recruit, hire or discuss employment for a Competing Business with any person who is, or within the six month period preceding the date of such activity was, an employee of the Company or Meritage (other than as a result of a general solicitation for employment); or (iii) solicit any customer or supplier of the Company for a Competing Business or otherwise attempt to induce any such customer or supplier to discontinue its relationship with the Company. (b) Selling Parties represent to the Company and Meritage, and Selling Parties acknowledge, that: (i) they are willing and able to engage in a business that is not a Competing Business; (ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties; (iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and (iv) damages cannot compensate the Company in the event of a violation of this Section 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns. Accordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>efinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to keep such information confidential or (3) is developed independently without use of conduct or statements at the Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence. (c) Receiving Party agrees that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Blueknight, Receiving Party and its controlled Affiliates will not, directly or indirectly, effect any sale (including any short-sale) or acquisition of any equity securities (or beneficial ownership thereof) or acquisition of assets of Blueknight or any of its Affiliates. Blueknight and the General Partner agree that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Receiving Party, Blueknight will not file a proxy statement with the Securities and Exchange Commission relating to the Unitholder Meeting (as defined in the Global Transaction Agreement, dated as of October 25, 2010, by and among the General Partner, Blueknight and the purchasers set forth in Schedule I thereto). 5. Miscellaneous. (a) Receiving Party acknowledges that none of Blueknight, the General Partner nor any of their respective representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of any Blueknight Non-public Information, that none of Blueknight, the General Partner nor any of their respective representatives shall have any liability whatsoever to Receiving Party or any other person as a result of their use of any Blueknight Non-public Information or any errors therein or omissions therefrom and that Receiving Party shall assume full and exclusive responsibility for any conclusions derived from the Blueknight Non-public Information. (b) Each of Blueknight, the General Partner and Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that each of the parties shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, the non-prevailing party as determined by a court of competent jurisdiction in a final judgment shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. (c) This Agreement and the obligations of the parties hereunder (other than 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 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<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into between [Full business name/Name], [Org No], [Address]; and [Full business name/Name], [Org No], [Address] Each also individually referred to as “Party” and jointly as the “Parties”. 1. Introduction 1.1 The Parties wish to explore a possible co-operation regarding [brief description]. The Parties may during the evaluations, discussions and negotiations disclose to each other essential information regarding its operations, which they consider to be confidential. 1.2 The Parties acknowledge that this confidential information is an essential part of the Disclosing Party’s operations and the result of an unauthorised disclosure thereof will be a damaged competitive situation for the Disclosing Party, commercially and/or academically. The Parties therefore agree that the disclosure and use of the Confidential Information shall be made on the terms and conditions of this Agreement. 2. Confidentiality and Non-Use 2.1 For the purpose of this Agreement, “Confidential Information” means any information received by a Party (the “Receiving Party”) regarding the other Party’s (the “Disclosing Party”) business, research, products and/or services, such as all information and technology, including without limitation, research, inventions, manufacture methods, data, designs, plans, drawings, know-how, IT systems, software, processes, schematics, blueprints, records, reports, models, prototypes and descriptions related thereto, customers, partners, as well as the terms and conditions of this Agreement and information furnished during discussions or oral presentations, whether or not designated as confidential at the time of disclosure. 2.2 Confidential Information shall not include information that: i. is or becomes part of the public domain through no fault or breach on the part of Receiving Party; ii. was previously known to the Receiving Party free of any obligation to keep it confidential, as evidenced by its business records; iii. is lawfully obtained by the Receiving Party from a third party; or iv. is independently developed by the Receiving Party without the use o<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ce, all Confidential Information acquired or learned by such Representative and shall not use or disclose such information except as permitted in this Agreement. Prohibited uses and disclosures by such Representative include, but are not limited to, uses for or disclosures to a competitor of the Producer and uses for or disclosures to any other client or prospectiv<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e client of such Representative, regardless of whether the Confidential Information is aggregated with other information or its not identified with the Producer. Producer Confidential Information may be disclosed to the Owner (unless an independent third party is required by the FTC/DOJ) for purposes permitted under this Agreement and disclosed, on an aggregate basis, to other Agency Affiliates provided: (i) the Owner and each Agency Affiliate Recipient agrees to be bound by this Agreement; (ii) Producer Confidential Information to be disclosed is at least three months old; (iii) Producer Confidential Information is aggregated with similar types of confidential information of at least 4 other commercial producers with whom the Agency or Agency Affiliate have contracted to produce commercials and who have consented in writing to have their confidential information aggregated and disclosed in accordance with this procedure provided however that no aggregated producer confidential information represents more than 25% on a weighted basis of any statistic and further provided that all information is sufficiently aggregated 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|>blic, 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 Information solely for the Purpose and for no other purpose. Notwithstanding the foregoing, the Corporation understands that Recipient’s business consists of acquiring or investing in businesses in various industries. Accordingly, nothing contained herein shall prevent or be interpreted as preventing Recipient from acquiring or investing in any business or entity that carries or that has carried activities competing with or related to those of any of the Corporation or its affiliates and any such acquisition or investment shall not, in itself, constitute a breach of the provisions of this agreement insofar as the Confidential Information is treated in accordance with the terms provided herein. The Recipient shall 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 pra<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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: (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. 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 bec<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ome 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 requeste<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 purposes of this Agreement, "Confidential Information" shall include, without limitation, any information or other data relating to the Disclosing Party or any of its Affiliates, which is disclosed to the Receiving Party, whether prior to the conclusion of this Agreement, in terms of this Agreement or otherwise in connection with this Agreement or the Transaction (including but not limited to the Transaction itself and any negotiations in relation to the Transaction), including this Agreement, its contents and the negotiations leading up to the conclusion of this Agreement - 2.3.1 in whatever format whether written, oral or graphic, recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise howsoever) which is intended or by its nature could reasona<|eot_id|> <|start_header_id|>assistant<|end_header_id|>bly be expected to be confidential, which is disclosed or communicated to the Receiving Party by the Disclosing Party, its Affiliates or any of their respective employees, representatives, officers, directors and advisers, or which otherwise comes to the knowledge of the Receiving Party, by whatever means, before or after the date on which this Agreement is signed by the last Party signing it ("Signature Date"); and <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>fact that the letter may be returned by the Post Office undelivered. 11. TERMINATION This Agreement shall continue to be in force from the date hereof until terminated by mutual consent or by either party giving to the other not less than thirty (30) days’ prior written notice. The provision of Clauses 1 to 8, 11 to 15 and 17 to 21 shall survive any such termination. 12. NON-ASSIGNMENT Subject to the other provisions of this Agreement, all the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted assigns and successors-in-title except that:- (i) neither party shall transfer or assign all or any of its rights, obligations or benefits hereunder in whole or in part to any third (3rd) party, without the prior written consent of the other party, which consent shall not be unreasonably withheld; (ii) any permitted assignee or transferee shall agree in writing to comply with all terms and conditions of this Agreement; and (iii) any assignment shall not exceed the existing scope of this Agreement. 13. SEVERABILITY 13.1 In the event that any term, condition or provision contained in this Agreement or the application of any such term, condition or provision shall be held by a court of competent jurisdiction to be wholly or partly illegal, invalid, unenforceable or a violation of any applicable law, statute or regulation of any jurisdiction, the same shall be deemed to be deleted from this Agreement and shall be of no force and effect; whereas the remaining terms and provisions of this Agreement shall remain in full force and effect as if such term, condition and provision had not originally been contained in this Agreement, unless the severed provisions render the continuing performance of this Agreement impossible, or materially change either party’s rights or obligations under this Agreement; in which event such party may give written notice of its intent to terminate this Agreement to the other party. 13.2 Notwithstanding the aforesaid, in the event of such deletion, the parties hereto shall negotiate in good faith in order to agree to terms of mutually acceptable and satisfactory alternative provisions in place of the provision(s) so deleted. 14. WAIVER 14.1 No waiver of any breach of any covenant, condition, stipulation, obligation or provision contained or implied in this Agreement shall operate or be interpreted as a waiver of another breach of the same or of any covenant, condition, stipulation, obligation or provision in this Agreement. 14.2 Any time or other indulgence granted by AHPL under this Agreement shall be without prejudice to and shall not be taken as a waiver of any of AHPL’s rights under this Agreement nor shall it prejudice or in any way limit or affect any statutory rights or powers from time to time vested in or exercisable by AHPL. 15. DISPUTE RESOLUTION 15.1 In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement or the existence, validity, termination, application or interpretation of this Agreement or any of its provisions, both parties shall use their best endeavours to settle the dispute informally by agreement between the parties. Both parties shall always act in good faith and co-operate with each other to resolve any disputes. 15.2 Notwithstanding anything in this Agreement, if the dispute is not settled in accordance with Clause 14.1 above, no party shall proceed to litigation or any other form of dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation rules of the Singapore Mediation Centre. A party who receives a notice for mediation from the other party shall consent and participate in the mediation process in accordance with this clause. Failure to comply with this clause shall be deemed to be a breach of this Agreement. 15.3 In th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e event that mediation is unsuccessful, the dispute shall be resolved either by reference to arbitration or by court proceedings as elected by either party, by way of a written notice to the other party, which shall state the specific dispute to be resolved and the nature of such dispute. 15.4 Any reference to arbitration in Singapore shall be a submission to arbitration within the meaning of the Arbitration Act for the time being in force in Singapore. Such arbitration shall be conducted in the English language in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause, except in so far as such Rules conflict with the provisions of Clause 14 herein, in which event the provisions of Clause 14 herein will prevail. 15.5 The arbitration tribunal shall consist of one (1) arbitrator to be appointed by mutual agreement between the parties. Either party may propose to the other the name or names of one or more persons, one of whom should serve as an arbitrator. If no agreement is reached within thirty (30) days after receipt by one party of such a proposal from the other, the arbitrator shall be appointed by the Appointing Authority. 15.6 The Appointing Authority shall <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>orised Person”) who: 3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and 3.1.2 have been informed by the Receiving Party: (a) of the confidential nature of the Confidential Information; and (b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement. 3.2 The Receiving Party and each Receiving<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs. 3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit: 3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|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|> <|start_header_id|>assistant<|end_header_id|>rent prompt notice of such request, such that Purchasers or Parent may seek a protective order or other appropriate relief, and in any such proceeding Seller will disclose only so much of the Confidential Information as is required to be disclosed. (b) Seller will keep confidential and will not for a period of three (3) years after the execution of this Agreement, directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorized representatives of Purchasers or the Parent. (c) With respect to any trade secrets included in the Confidential Information, Seller also agrees not to use or disclose any of such trade secrets at any time until such trade secrets become generally available to the public by independent discovery or development and publication through no fault of Seller. Seller acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies that Purchasers or Parent may have available pursuant to the laws of any jurisdiction or at common law to prevent disclosure of trade secrets or proprietary information, and the enforcement by Purchasers or Parent of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies they may possess in law or equity absent this Agreement. 2.03 NON-COMPETITION. Seller agrees that for a period of three (3) years following the execution of this Agreement, it will not, without Purchasers' prior written consent, Directly or Indirectly Compete with Purchasers in the Business within the Territory. 2.04 NON-SOLICITATION AND NON-INTERFERENCE. Seller agrees that for a period of one (1) year after the execution of this Agreement, it will not in any way, directly or indirectly, for itself or on behalf of or in conjunction with any other person, partnership, firm or corporation hire any employee of the Division or Purchasers as of the Closing Date, or request or induce any employee of the Division or Purchasers as of the Closing Date to terminate his or her employment and accept employment with another entity. 2.05 REMEDIES. Seller acknowledges that any violation of this Article II will cause irreparable harm to Purchasers and Parent and that damages are not an adequate remedy. Seller, therefore, agrees that Purchasers and Parent shall be entitled to an injunction, without the necessity of posting any bond, enjoining, prohibiting, and restraining Seller from the continuance of any such violation, in addition to any monetary recovery that might be available to Purchasers and Parent by reason of a violation of this Agreement and any other remedies at law or in equity, including without limitation specific performance. 2.06 INDEPENDENT. The covenants set forth in the foregoing Sections of Article II are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision thereof. Specifically, 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|>ny and all proposals made by Recipient or its Representatives with regard to the purchase of any interest, and to terminate discussions and negotiations at any time. 9. Termination: The covenants contained in this agreement shall terminate and expire on the date that is the first anniversary of the date first set out above on this agreement. 10. Remedies: The Recipient understands and agrees that money damages may not be a sufficient remedy for any breach of this agreement by the Recipient or its Representatives and that, in addition to all other remedies, the Corporation shall be entitled to specific performance or injunctive or other equitable relief as a remedy for any such breach. 11. No Wai<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ver: The parties agree that no failure or delay by the other party, its agents, or representatives 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 thereof or the exercise of any right, power or privilege under this agreement. 12. Governing Law and Jurisdiction: This agreement will be governed by, and construed and enforced in accordance with the laws of the Province of Québec and the laws of Canada applicable to agreements made in or to be performed within such province. Each of the parties hereby submits to the jurisdiction of the courts in the Province of Québec. 13. Severability: If any provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct. 14. Interpretation: The use of sections and the insertion of headings are for reference purposes only and are not to affect the interpretation of this agreement. Unless otherwise indicated, any reference herein to a particular section refers to the specified section to this agreement. In this agreement, words importing the singular number will include the plural and vice versa, words importing gender will include all genders and words importing persons will include individuals, corporations, partnerships, associations, trust, unincorporated organizations, governmental bodies and other legal or business entities. 15. Assignment: Neither party may assign any of its rights or obligations under this agreement without the prior written consent of the other party. This agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors, personal representatives and permitted assigns. 16. English Language Contract: Each party agrees that the English language will be the language of this agreement. Il est de la volonté expresse des parties que le présent contrat soit rédigé en anglais. 17. Counterparts: This agreement may be executed in any number of counterparts and by facsimile or scanned computer image file (such as PDF), each of which shall be deemed to be an original, notwithstanding that all of the parties are not signatory to the same counterpart, facsimile or scanned computer image. DIALOGIC CORPORATION NOVACAP TECHNOLOGIES III, L.P. By: /s/ Stephen Becker By: /s/ Stéphane Tremblay Name: Stephen Becker Name: Stéphane Tremblay Title: Associate G<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>of AUGI; or (b) three (3) years following the effectiveness of the Merger (the "Restrictive Period"), without the prior written consent of AUGI, such Stockholder shall not invest, carry on, engage or become involved, either as an employee, agent, advisor, officer, director, stockholder, manager, partner, joint venturer, participant or consult<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ant in any business enterprise (other than Mergerco, AUGI or any of their respective subsidiaries, affiliates, successors or assigns) which derives any material revenues from the offer or sale in the United States from time to time during the Restrictive Period of services relating to all aspects of providing site acquisition, zoning, architectural and engineering consulting and design services to the wireless telecommunications industry (the "Business"), or which engages in any other business substantially similar to and directly competitive with the Business conducted by the Company as at the date hereof. Nothing contained in this Section 1 shall be deemed to prevent a Stockholder from (a) leasing or renting real property in which the Stockholder owns a direct or indirect interest to a person or entity engaged in the Business; or (b) beneficially owning, directly or indirectly, 5% or less of any class of securities of an entity that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, so long as such securities ownership does not include any operational, managerial or consulting relationship with such corporation or entity. 2. Confidential Information. (a) Each of Stockholders severally agrees that such Stockholder shall not, at any time following the effectiveness of the Merger, print, publish, divulge or communicate to any person, firm, corporation or other business organization or use for his or their own account any business contacts, customers, suppliers, technology, product designs and specifications, know-how, trade secrets, marketing techniques, promotional materials or other secret or confidential information relating to the Business or any other businesses then being engaged in by AUGI or any of its subsidiaries, or any secret or confidential information relating to the affairs, dealings and concerns of the Company, AUGI or any of the subsidiaries of AUGI (collectively, the "Confidential Information") which the Stockholder has received or obtained while an employee or member of the Board of Directors of AUGI or the Company (whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Stockholder). The term "Confidential Information" does not include information which information and its relevance in the particular instance (A) is a matter of common knowledge or public record, (B) is or becomes generally available to the public other than as a result of disclosure by the Stockholder, (C) which 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|> diligence investigation of CIDCO and related matters, CIDCO agrees that in the event that it violates any provision of the first or second paragraphs of this Section 8 in any manner during the Restricted Period, CIDCO shall become liable to pay, and shall immediately pay, to EarthLink One Hundred Thousand Dollars ($100,000) plus the reasonable out-of-pocket expenses of EarthLink including, without limitation, attorneys' fees and other professional charges incurred by EarthLink in connection with the proposed Transaction. The parties hereby agree that EarthLink would be substantially harmed as a result of such a violation of this Section 8, that the specific damages incurred by EarthLink would be difficult of determination, and that this amount constitutes a reasonable estimate of such damages to be incurred by EarthLink and shall constitute reasonable liquidated damages for a breach of this Section 8. 9. Miscellaneous. (a) No License. Neither Party grants a license, by implication or otherwise, under any of its trade secrets or other intellectual property rights to the Receiving Party. The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of the other Party's Evaluation Material. The Furnishing Party acknowledges that the Receiving Party may curre<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ntly or in the future develop information internally, or receive information from other parties, that is similar to the Evaluation Material. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. (b) Entire Agreement. This Agreement contains the sole and entire agreement between the Parties with respect to the confidentiality of the Evaluation Material and the confidentiality of their discussions, negotiations and investigations concerning a Transaction. (c) Amendment and Waiver. This Agreement may be amended, modified or waived only by a separate written instrument duly signed and delivered by or on behalf of both Parties. (d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable. (e) No Obligation to Complete a Transaction. It is expressly understood that this Agreement is not intended to, and does not, constitute an agreement to consummate a Transaction, to conduct or continue negotiations with respect to a Transaction, or to enter into a definitive agreement with respect to a Transaction, and neither Party shall have any rights or obligations of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or by virtue of any other written or oral expression by the Parties' respective Representatives unless and until a definitive agreement with respect to a Transaction is executed and delivered by both Parties, other than for the matters specifically agreed to herein. Both Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to provide or not to provide Evaluation Material to the Receiving Party under this Agreement, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations at any time. If either Party determines not to proceed with negotiations with respect to a Transaction, it will promptly inform the other Party of such determination. (f) Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to the principles of the conflict of laws thereof. Each Party consents and submits to the exclusive jurisdiction of the federal and state courts in the State of Georgia, and the city of Atlanta, for the adjudication of any action, suit, or proceeding arising out of or otherwise relating to this Agreement. [Signatures on following page] The Parties have executed this Agreement as of the date first written above. EarthLink, Inc. CIDCO, Incorporated By: /s/ Nathaniel B. Cobb By: /s/ Robert Wonsetler Name: Nathaniel B. Cobb Name: Robert Wonsetler Title: VP, Strategy & Development Title: V.P. Strategic Bus. Dev.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 without prior notice. 3. Restrictions: Confidant agrees that: a) Confidential Information shall be kept in the strictest confidence without limitation of time, and shall not be disclosed to any Third Party; b) Confidant shall restrict access to Confidential Information only to its employees with a need to know to carry out the Permitted Use, and prior to disclosing same, each such employee shall be made aware of the terms and conditions of this Agreement; and c) Confidant shall cause all of its applicable employees to observe the terms of this Agreement, and shall be responsible for any breach of the terms of this Agreement by it or any such employee. 4. Return of Confidential Information: The Confidant shall immediately on notice at any time from City return to City, or destroy, any and all Confidential Information in accordance with City’s direction. 5. Continuing Obligations and Re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>medies: The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time. Confidant acknowledges and agrees that a breach of any term or condition of this Agreement shall cause irreparable harm to City which cannot be adequately compensated for in damages, and accordingly Confidant agrees that City shall be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this Agreement. 6. No License Granted: Confidant acknowledges and agrees that all rights in and to 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|>. 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, this agreement must be in writing and signed by both parties. m. This agreement is made under, and shall be govern<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed 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 0<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> 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 Departme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt 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|>l Information, provided that the receiving party and its Associates do not use any of the disclosing party’s Confidential Information in connection with such act<|eot_id|> <|start_header_id|>assistant<|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|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (“AGREEMENT”) IS MADE AND ENTERED INTO BY NO RESERVATIONS PTY. LTD., AND THE ENTITY THAT IS IDENTIFIED BELOW. NO RESERVATIONS PT<|eot_id|> <|start_header_id|>assistant<|end_header_id|>Y. LTD, and its trading names and AND and its trading names and subsidiaries , subsidiaries (also referred “Layer 8 Security”) (“Company”) Address: No Reservations Pty. Ltd. Address: 60 – 62 Merluna Road Park Ridge South Queensland, 4125 Phone: +61413 743 433 Phone: Agreed for and on behalf of No Reservations Pty. Ltd.: Agreed for and on behalf of Company: Name : Robert de Haan Name : Title : Director Title : Effective Date Date : Signature : Signature : RECITALS A. EACH PARTY ENVISAGES PROVIDING CERTAIN INFORMATION TO THE OTHER PARTY FOR THE FOLLOWING DISCLOSURE PURPOSE(S): A POTENTIAL BUSINESS RELATIONSHIP; B. EACH PARTY HAS AGREED THAT DISCLOSURES OF INFORMATION BETWEEN THE PARTIES SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 1. CONFIDENTIAL INFORMATION AND EXCLUDED INFORMATION 1.1. “Confidential Information” shall mean information that is revealed by or obtained through a party (whether in writing, orally or by any other means) (a “Disclosing Party”) to the other (a “Receiving Party”) including, without limitation, (i) all forms and types of financial, business, scientific, technical, economic, or engineering information including, for example, pricing, strategies, studies, assessments, plans, compilations, program devices, formulae, designs, methods, techniques, processes, procedures, programs, or codes and any information directly relating to the integrity or security of computer networks or systems; (ii) information traditionally recognized as trade secrets; (iii) all data and information about a party’s customers (current, former or prospective) and Employees and Advisors (as such terms are defined below); (iv) the terms and conditions of this Agreement (including, without limitation, the Disclosure Purpose); and (v) all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing. 1.2. The confidentiality obligations set forth under this Agreement do not extend to Excluded Information. For the pur<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>se of any of the Confidential Information. The foregoing will apply regardless of whether Attendee completes the Test. 7. Attendee understands that BOMI makes no representations or warranties as to the accuracy or completeness of any Confidential Information disclosed, and Attendee agrees that neither BOMI nor any of its officers, directors, Attendees, agents, members or attorneys will have any liability to Attendee arising from Attendee’s use of the Confidential Information. 8. To the fullest extent permitted by law, all of the covenants and agreements contained in this Agreement will survive indefinitely. Attendee also understands that the obligation not to use or disclose Confidential Information shall survive the completion of Testing Period, for so long as the information remains Confidential Information. Attendee further understands that this Agreement extends to, and shall be binding upon, his heirs, successors and assigns. 9. This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>f such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement. 10. This Agreement will be governed by and construed according to the laws of the State of Maryland (excluding the choice of laws rules thereof). Attendee hereby consents to the jurisdiction of the courts of the State of Maryland. Any suit brought hereon must be brought in the state or federal courts sitting in the State of Maryland, the parties hereto hereby waive any claim or defense that such forum is not convenient or proper.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ologies; 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 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. Comp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>any shall not (i) use any portion of the Confidential Information for any purpose except to evaluate the RFP, including assessment of each Statement of Work under the RFP, in order to prepare its response to the RFP or (ii) disclose the Confidential Information or any part of it to any third party without the prior written consent of the AOC; provided, however, that Confidential Information shall not include any information of the AOC that: (a) is already properly known to Company at the time of its disclosure as shown by the Company’s files and records immediately prior to the time of disclosure by the AOC to Company; (b) is publicly known through no action or inaction of Company; (c) is received from a third party free to disclose it to Company; (d) is independently developed by the Company without use of or reference to the Confidential Information, as shown by documents and other competent evidence in the Company’s possessio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>PORATION, a Maryland corporation ("Meritage"), MTH-HOMES NEVADA, INC., an Arizona corporation (the "Company"), <|eot_id|> <|start_header_id|>assistant<|end_header_id|>ZENITH NATIONAL INSURANCE CORP., a Delaware corporation ("Zenith"), and PERMA-BILT, a Nevada corporation ("Seller" and, together with Zenith, "Selling Parties"). R E C I T A L S Seller is engaged in homebuilding and home sales operations. Zenith indirectly owns all of the outstanding shares of capital stock of Seller. The Business will be acquired by the Company pursuant to a Master Transaction Agreement, dated as of October 7, 2002 (the "Master Agreement"). Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Master Agreement. Selling Parties have intimate knowledge of the business practices of the Business, which, if exploited by Selling Parties in contravention of this Agreement, would seriously, adversely, and irreparably affect the ability of the Company to continue the businesses previously conducted by Seller. To induce the Company to enter into the Master Agreement, Selling Parties have agreed to execute this Agreement. In consideration of the premises, the mutual promises and covenants of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selling Parties, intending to be legally bound, agree as follows: 1. Noncompetition. (a) For the period beginning on the Effective Date and ending on the * anniversary thereof (the "Restriction Period"), neither Selling Parties nor any subsidiary, sister entity, or parent will, directly or indirectly, either as a partner or owner or in any other capacity: (i) engage in the homebuilding or home sales business within 100 miles of the Las Vegas metropolitan area (a "Competing Business"); (ii) recruit, hire or discuss employment for a Competing Business with any person who is, or within the six month period preceding the date of such activity was, an employee of the Company or Meritage (other than as a result of a general solicitation for employment); or (iii) solicit any customer or supplier of the Company for a Competing Business or otherwise attempt to induce any such customer or supplier to discontinue its relationship with the Company. (b) Selling Parties represent to the Company and Meritage, and Selling Parties acknowledge, that: (i) they are willing and able to engage in a business that is not a Competing Business; (ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties; (iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and (iv) damages cannot compensate the Company in the event of a violation of this Se<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ction 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns. Accordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any<|eot_id|> <|start_header_id|>assistant<|end_header_id|> third-party during the period in which the terms of this Section 1 are in effect, each shall promptly disclose to such new enterprise or third-party the terms of this Section 1, and shall cause such enterprise or third-party to maintain such information in confidence. Selling Parties further agree and authorize the Company to notify others, including customers of the Company and any such future enterprise or third-party to which either Zenith or Seller may become a partner, member, owner or investor, of the terms of this Section 1 and of their obligations hereunder. (d) Selling Parties hereby agree that the period of time in which this Section 1 is in effect shall be extended for a period equal to the duration of any breach of this Section 1(a) by Selling Parties. (e) Nothing contained in this Agreement shall prohibit Selling Parties or their affiliates or associates, any of their directors, officers or employees, or any of their representatives from investing in stocks, bonds, or other securities of any entity that engages in a Competing Business, provided, however, that in the case of capital stock, such securities are listed on a nation<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>junctive relief, an order for specific performance, or any other available equitable relief. 2.3 Under no circumstance will BROOKS approach any of CLIENT’s Private Label Condiment Customers for BROOKS’ own benefit. 3. Exceptions Notwithstanding anything herein contained to the contrary, no obligation of confidentiality applies to any Confidential Information BROOKS: 3.1 Already possesses; 3.2 Develops independently; 3.3 Rightfully receives without obligation of confidentiality from a third party; 3.4 Inadvertently discloses where BROOKS has exercised reasonable care consistent with the effort BROOKS exercises with respect to the preservation of BROOKS’ own confidential information; 3.5 Discloses Confidential Information with the prior written consent of CLIENT ; 3.6 Discloses such Confidential Information to others which necessarily results from performing the services has contracted with BROOKS to perform. In addition, no obligation of confidentiality shall apply to any Confidential Information that is, or becomes, publicly available without breach of this Agreement or which is disclosed by the discloser to a third party without restriction. 4. COMPELLED DISCLOSURE. If BROOKS is legally compelled (whether by regulatory request, deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, BROOKS shall immediately notify the CLIENT in writing of such requirements so that the CLIENT may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. BROOKS will use its best efforts, at the CLIENT’S expense, to obtain or assist CLIENT in obtaining any such protective order. Failing the entry of a protective order to the receipt of a waiver hereunder, BROOKS may disclose, without liability hereunder, that portion (and only that portion) of Confidential Information that BROOKS has been advised by written opinion counsel reasonably acceptable to CLIENT that it is legally compelled to disclose; provided, however, that BROOKS agrees to use its best efforts to obtain assurance, at no cost to BROOKS, that confidential treatment will be accorded such Confidential Information by the person or persons to whom it is disclosed. 5. Return of Material Upon termination of the business relationship between the Parties, BROOKS shall, upon written request of CLIENT, deliver any records, data, information and other documents, and all copies thereof, furnished by CLIENT to BROOKS. If CLIENT does not request in writing the return of the above material, BROOKS will retain 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<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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 subject matter hereof. No subsequent agreements or contracts between the Parties affect the obligations set forth herein unless this Agreement and the affected sections are explicitly cited in writing. 10. Amendment and Modification. This Agreement may not be amended, modified or supplemented except by a written document of subsequent date hereto, executed by each of the parties hereto, which explicitly references this Section 10. 11. Notice. Any and all notices required or permitted to be given under this Agreement shall be furnished in writing, and delivered either by hand delivery, by overnight courier such as Federal Express or by certified or registered U.S. Mail, postage prepaid, return receipt requested, to the intended recipient at such party’s last known business address. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date set forth above. BROOKS’ BOTTLING COMPANY, LLC By: Ryan Brooks, Manager Date [Company Name] By: Name, Title Date By: 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|>poses identified herein, and Receiving Party desires to obtain and evaluate such Confidential Information from Vapotherm for the specific purposes identified herein. NOW THEREFORE, in consideration of mutual covenants and mutual promises set forth herein, the parties hereto agree as follows: 1. Definition. “Confidential Information” shall, mean all intellectual property, business plans, financial records and strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures. “Confidential Information” shall not include: a. Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by Vapotherm; b. Information known to Receiving Party prior to its disclosure by Vapotherm, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date the Confidential Information is disclosed by Vapotherm; c. Information that becomes part of the public domain after the date of disclosure by Vapotherm through no fault of Receiving Party; d. Information that is disclosed by a third party to Receiving Party after the date of disclosure by Vapotherm, where the third party did not require Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from Vapotherm. 2. Purpose. Vapotherm agrees to disclose the Confidential Information only for the following specific purpose (‘Permitted Purpose”): 3. Nondisclosure. The Receiving Party agrees that, in consideration of access to the Confidential Information, it shall hold such Confidential Information in strict confidence and shall take all measures necessary to prevent the Confidential Information from falling into the public domain or into the possession of the persons not bound to this Agreement. The Receiving Party further agrees: a. To use Confidential Information for the Permitted Purpose; b. Not to disclose Confidential Information to any other entity, except as expressly authorized in writing by Vapotherm; c. Not to use Confidential Information in such a way as to hinder, interfere with, or in any way circumvent Vapotherm’s interest in the Technology, or consulting or business relations between and among Vapotherm and third parties; d. Not to copy Confidential Information in whole or in part, without the express written permission of Vapotherm; e. To return Confidential Information, including all copies and records thereof, to Vapotherm, at the Receiving Party’s expense, within five (5) business days after: (i) receipt of a written request from Vapotherm; (ii) a decision by Receiving Party not to enter into any consulting relationship with Vapotherm; or, (iii) within thirty (30) days following the termination of this Agreement. 4. Receiving Party’s Procedures. Receiving Party shall disclose Confidential Information only to those of its employees, agents and independent contractors who have a need to know such information for the Permitted Purpose. Receiving Party shall require all employees, agents and independent contractors who have access to Confidential Information to execute a confidentiality agreement limiting their use of such information to the Permitted Purpose and prohibiting them from disclosing such information to third parties. 5. Injunctive Relief. Because of the unique nature of the Confidential information, the Receiving Party understands and agrees that Vapotherm will suffer irreparable harm in the event that any party hereto fails to comply with any of the terms of the Agreement, and monetary damages may be inadequate to compensate such breach. Accordingly, the Receiving Party agrees that Vapotherm will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of <|eot_id|> <|start_header_id|>assistant<|end_header_id|>this Agreement. 6. Misuse of Confidential Information. The Receiving Party shall promptly advise Vapotherm, in writing, of any misappropriation or misuse of the Confidential Information, by any entity, which may come to its attention. 7. Inventions. Inventions means all discoveries, improvements, modifications and enhancements relating to the Technology that are conceived, developed or reduced to practice by Receiving Party during die Term, either solely or jointly with others: (i) during the course of or as a result of performing the Permitted Purpose, or (ii) that are related to or attributable to Vapotherm’s products, or later modifications thereof, whether patentable or not, and all Intellectual Property rights therein. All Inventions will be immediately reported to Vapotherm and shall be the exclusive property of Vapotherm. The Receiving Party will perform, at Vapotherm’s request and expense, any act which it can reasonably perform that Vapotherm deems necessary to vest title to such inventions and ideas in Vapotherm and to execute any and all patent applications in connection therewith. 8. Government Order. In the event that the Receiving Party is ordered to disclose the Confidential Information pursuant to a judicial or governmental request, requirement or order, Receiving Party shall immediately notify Vapotherm and take reasonable steps to assist Vapotherm in contesting such request, requirement or order or otherwise protecting Vapotherm’s rights. 9. Compliance With Export Restrictions. The Receiving Party will not export, directly or indirectly, any technical data acquired from Vapotherm under this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 10. No Warranties. The Receiving Party acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. VAPOTHERM MAKES NO WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION. Vapotherm accepts no responsibility for any expenses, losses or action incurred or undertaken by Receiving Party as a result of Receiving Party’s receipt or use of Confidential Information. VAPOTHERM MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION. 11. Survival. The restrictions and obligations of this Agreement shall continue and shall survive the termination of the Purpose of the disclosure for a period of five (5) years. 12. Interpretation; Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without reference to its choice of law provisions. The parties agree that any legal action or proceedings brought by or against them with respect to this Agreement shall be brought in the state or federal courts located in Delaware, USA and, by execution and delivery hereof, the parties hereby irrevocably submit to each such jurisdiction and hereby irrevocably waive any and all objections which they may have with respect to venue in any of the above courts. 13. Division/Separation. This Agreement is divisible and separable so that if any prov<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>April 25, 1997 Richard A. Bearse Senior Vice President, Planning and Development United Dominion Industries 2300 One First Union Center 301 South College Street Charlotte, NC 28202-6039 Dear Mr. Bearse: You have requested information regarding lmo Industries Inc. (the "Company", "us" or "we") in connection with your consideration of a possible negotiated transaction with the Company (a "Possible Transaction"). In consideration of our furnishing you with the Evaluation Materials (as defined below) you agree as follows: CONFIDENTIALITY OF EVALUATION MATERIALS You and your representatives (as defined herein) will treat confidentially any information (whether written or oral) that either we or our financial advisor, Credit Suisse First Boston Corporation ("CSFB"), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the "Evaluation Materials"). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement. The term "Evaluation Materials" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as "confidential". The term "Evaluation Materials" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you or your representatives on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not to your knowledge prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you. USE OF EVALUATION MATERIALS You and your representatives will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential and will not disclose the Evaluation Materials, in any manner, in whole or in part; provided, however, that (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, "your representatives") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you and shall agree to treat such information confidentially in accordance with this Agreement) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be responsible for any breach of this Agreement by your representatives. In the event that you or any of your representatives receive a request or are required (by<|eot_id|> <|start_header_id|>assistant<|end_header_id|> deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company (at the Company's expense) in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement. NON-DISCLOSURE The disclosure of your possible interest in negotiating a transaction with the Company could have a material adverse effect on the Company's business if for any reason an agreement is not consummated. Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have entered into this Agreement, that Evaluation Materials have been made available or that discussions or negotiations are taking place concerning a Possible Transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual. RETURN OF DOCUMENTS Upon the Company's request, you sh<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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 relate<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d 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|>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. 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, t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rademark, copyright, mask work right or other intellectual property right. <|eot_id|>