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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|>l Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: a. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or b. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or c. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: a. supervising those who provide Banking and Financial Services to Customers or Potential Customers; b. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee’s role to the Customer or Potential Customer; c. performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact w<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ith the Customer or Potential Customer. 6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: c. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or d. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or e. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization. 7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6. 8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>KHRONOS MUTUAL NON-DISCLOSURE AGREEMENT This Khronos Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between The Khronos<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Group Inc. (“Khronos”), a California Corporation and the undersigned party (“Participant”), by and through their authorized representatives as of the Effective Date as defined below. 1. BACKGROUND Khronos and Participant wish to exchange confidential information to enable a dialog or commercial relationship. 2. DEFINITIONS Throughout this Agreement the following terms when capitalized shall have the following meanings: ”Confidential Information” shall include all technical and non-technical information provided by either party to the other, including but not limited to materials generated by Khronos and by Members on behalf of Khronos, and not specifically designated as non-Confidential by the providing party, including all versions and revisions of draft specifications and any passwords and minutes provided to either Participant or Khronos under this agreement. Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing 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 by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. “Effective Date” means the later of the last date of signature on the signature page below. “Member” means an entity that has executed a Khronos membership agreement and has not withdrawn its membership\. 3. PURPOSE AND SCOPE Both parties hereby agree to conform to all of the applicable terms and conditions set forth in this Agreement. 4. CONFIDENTIAL INFORMATION 4.1 Confidentiality Obligation Both parties will maintain all Confidential Information in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will not disclose the Confidential Information except as necessary for its authorized participants to evaluate and comment thereon. Both parties will mark any copies it makes of such Confidential Information “Strictly Confidential,” or with a similar legend and shall reproduce all copyright notices and disclaimers contained in the Confidential Information. Unless the parties agree otherwise, this obligation of confidentiality will expire two (2) years from the date of disclosure. 4.2 Return of Confidential Information Upon termination, both parties will destroy or return to the other party all tangible copies of Confidential Information that are in its possession. 5. GENERAL 5.1 Assignment Neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or otherwise transferable by one party without the prior written approval of the other, provided however, that this Agreement may be assigned by one party to a purchaser of all, or substantially all, of that party’s business or assets, whether by merger, sale of assets, sale of stock, or otherwise without such approval. 5.2 No Other<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ty or claims arising from such checking and testing and the use and reporting of the results thereof except for those arising due to the negl<|eot_id|> <|start_header_id|>assistant<|end_header_id|>igence of Goldman Sachs. The obligations created by this Agreement shall survive the termination of the services of the undersigned. The undersigned acknowledges that any violation, breach or other failure on the undersigned's part to strictly comply with this Agreement could materially adversely affect Goldman Sachs and<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal. 5. TERMINATION OF DISCUSSIONS. If either party decides that it does not wish to proceed with a t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ransaction with the other party, the party so deciding will promptly inform the other party of that decision by giving written notice thereof. In that case, or at any time upon the request of either disclosing party for any reason, each receiving party will promptly redeliver to the disclosing party all written Evaluation Material furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto, and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the receiving party or its Representatives which contain, reflect or are based upon the information in the Evaluation Material shall be destroyed or, at the receiving party's election, shall be delivered to outside legal counsel of the receiving party (where such materials shall be held in confidence, except as needed in the context of actual or threatened legal proceedings, or destroyed), and such destruction or delivery to outside counsel shall be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction or making such delivery to outside counsel. 6. REPRESENTATION OF ACCURACY. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or war<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ve certain non-public and confidential information, from or about COMVERGE, including, but not limited to financing information, operating budgets, strategic business plan documents, product and services offerings, software platform or any other confidential and proprietary information relating to the Transaction or COMVERGE. All such financial information and term sheets supplied by COMVERGE or its representatives are hereinafter called the “Confidential Information”. The term “Confidential Information” as used herein also includes the Transaction itself and any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by COMVERGE or its representatives for each other which contain or otherwise reflect confidential or proprietary information provided or developed by COMVERGE in connection with the Transaction, or any other information which H.I.G. knows or reasonably ought to know is confidential or proprietary information of COMVERGE. Any Confidential Information supplied in connection with the Transaction by COMVERGE prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available hereunder after the execution of this Agreement. For the purposes of this Agreement, “Representatives” of H.I.G. shall include its employees, officers, directors, financial advisors, staff agents, financing sources, representatives, consultants, advisors or members of any Investment Review or similar committees, but only to the extent such parties receive Confidential Information and excluding, in each case, any portfolio companies. 2. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which the receiving Party can demonstrate: (a) is already known to the receiving Party on a nonproprietary basis at the time it is disclosed to the receiving Party; (b) is or becomes generally known to the public through no wrongful act of the receiving Party or its representatives in violation of this Agreement; (c) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to H.I.G.’s knowledge, a breach of an obligation of confidentiality running directly to the providing Party, if any; (d) has been approved fo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information. 3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information in connection with H.I.G.’ S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder. The Confidential Information shall be used by H.I.G. solely for the purpose of evaluating the Transaction, and shall not be otherwise used without COMVERGE’s prior written consent. H.I.G. agrees that it may disclose the Confidential Information only to those of its Re<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>dependently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………<|eot_id|> <|start_header_id|>assistant<|end_header_id|>………………………………………………………………………………………………………<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other’s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. As a condition to such disclosure, the Receiving Party must inform its employees and representatives of the confidential nature of the Confidential Information and the terms of this Agreement and each representative of a Receiving Party that receives Confidential Information must agree in writing to be bound by the terms of this Agreement as is the Receiving Party. Each party hereto is responsible for any breach of this Agreement by its employees and representatives. The Receiving Party agrees to promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information. 3. Ownership and Return. All Confidential Information is and will remain the exclusive property of Disclosing Party, and no right or license is granted to Receiving Party with respect to any Confidential Information. Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. Upon request, the fact of any such destruction must be certified in writing to the Disclosing Party by an officer of the Receiving Party. Nothing in this Agreement obligates either party hereto to disclose any information to the other or creates any agency or partnership relation between them. 5. Compelled Disclosure. If either party hereto, as Receiving Party, is requested or required by legal or administrative process to disclose any Confidential Information of the Disclosing Party, such Receiving Party will promptly notify the Disclosing Party of such request or requirement so that such Disclosing Party may seek an appropriate protective order or other relief. In any case, such Receiving Party will (a) disclose only that portion of the Confidential Information which the Receiving Party’s legal counsel advises is required to be disclosed, (b) use best efforts to ensure that such Confidential Information is treated confidentially, and (c) notify such Disclosing Party as soon as reasonably practicable of the items of Confidential Information so disclosed. 6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 7. Remedies. Each party hereto acknowledges that remedies at law may be inadequate to protect the other party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the parties hereto, agrees to the granting of injunctive relief in favor of the other with<|eot_id|> <|start_header_id|>assistant<|end_header_id|>out proof of irreparable harm or the posting of any bond. In the event of litigation commenced by a party to enforce this Agreement, the primarily prevailing party will be entitled to recover its costs and expenses in such litigation, including attorneys’ fees and expenses. 8. Transaction. Both parties agree that unless and until final, written definitive agreements regarding a specific transaction between the parties have been executed and delivered, neither party will be under any legal obligation of any kind whatsoever to extend or expand the relationship beyond the Purpose of this Agreement, except for the matters specifically agreed to herein. 9. Term and Termination. This Agreement shall be effective as of the Effective Date and shall govern all communications of Confidential Information between the parties until terminated by either party; provided, however, the obligations of confidentiality and non-disclosure with respect to Confidential Information shall continue beyond termination until: (a) such time as the Confidential Information is no longer deemed to be Confidential Information as more fully set forth in Section 1 of this Agreement or (b) upon the written consent of the Disclosing Party that the obligations of confidentiality and non-disclosure have ended. 10. Miscellaneous. This Agreement will inure to the benefit of and be binding upon the parties’ respective successors and permitted assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Both parties agree not to issue or release any articles, advertising, publicity or other matter relating to the existence of this Agreement or any Confidential Information (including the fact that a meeting or discussion has taken place between the parties) or mentioning or implying the name of the other party, except as may be required by law and then only after providing the other party with an opportunity to review and comment thereon. In the event that any one of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired by such a finding. No waiver of any provisions of this Agreement will be valid unless the same is in writing and signed by the party against whom such waiver is sought. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. This Agreement contains the entire agreement of the parties, supersedes any and all prior agreements, written or oral, between them relating to the subject matter hereof, and may not be amended unless agreed to in writing by each party. The rights and obligations of the parties under this Agreement are in addition to, not in lieu of, all rights and obligations under applicable statutory and common law with respect to the other’s Confidential Information. This Agreement is governed by and interpreted in accordance with the law<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> country based on any Confidential Information received hereunder. The disclosure of Confidential Information does not constitute any rights of prior use for Recipient 5.4. As is 5.4.1. With respect to the Confidential Information disclosed, Discloser provides the information "as is" and makes no representation or warranty, express or implied, to Recipient as to its condition, merchantability, design, operation, fitness, or use for the Project or any other matter. 6. REPRESENTATIVES 6.1. If Recipient discloses or distributes Confidential Information to any of its Representatives, such Representatives shall be subject to the same confidentiality and restricted use obligations as Recipient. 6.2. Recipient shall be liable for its Representatives' acts and omissions as if such acts or omissions had been its own acts or omissions, even when such persons/entities cease to be (as the case may be) employee, director, senior executive, professional advisor, consultant, Affiliate or supplier of any tier in relation to Recipient. 7. DURATION AND TERMINATION 7.1. Duration 7.1.1. The obligations contained in this Agreement shall start at the Effective Date and shall automatically terminate when the Project is terminated or completed. 7.2. Termination 7.2.1. Each Party may terminate the Agreement by giving one month prior written notice to the other Party. 7.3. Continuing Obligations 7.3.1. The obligations of confidentiality, non-disclosure and non-use set forth in this Confidentiality Agreement shall survive the termination or expiration of this Confidentiality Agreement (i) with respect to any Confidential Information that constitutes a trade secret under applicable law, for so long as such item shall continue to constitute a trade secret under applicable law, and (ii) with respect to any Confide<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ntial Information that does not constitute a trade secret under applicable law, for a period of 5 (five) years from and after the date of disclosure of such Confidential Information. 8. RETURN OF CONFIDENTIAL INFORMATION 8.1.1. Upon Discloser's request, Recipient shall promptly, and in any case within five (5) days from such request, return all documentation and other materials containing any Confidential Information of Discloser without retaining any copies thereof. Alternatively, at Discloser's option and request, Recipient shall destroy and/or erase all such materials and documentation and shall provide a written certification that all such materials and documentation have been destroyed and/or erased. 8.1.2. Clause 8.1 shall not apply to Confidential Information which i) must be stored by Recipient according to provisions of mandatory law or ii) was made as a matter of routine backup provided that such Confidential Information and copies thereof shall be subject to an indefinite confidential obligation according to the terms and conditions set forth herein until returned and/or destroyed, as the case may be. 9. OTHER PROVISIONS 9.1. No Relationship Established 9.1.1. This Agreement shall not constitute any rights or obligations for any of the Parties to this Agreement, to continue discussions or further to enter into any contract regarding the Project, and any Party can cease to continue such discussions at any time. The Agreement does not grant Recipient any exclusivity, and Discloser and its Affiliates may purchase similar services, works or goods from other suppliers. 9.2. Public Statements 9.2.1. Neither Party may use the other Party's name or trademarks or refer to the other Party directly or indirectly in any media release, public announcement, or public disclosure relating to the Agreement or its subject matter, including, but not limited to, in any promotional or marketing material or business presentations without the other Party's prior written consent in each case, except for such publication which is required under public procurement rules. 9.3. Severability 9.3.1. If any term or provision of the Agreement is held to be illegal, void or unenforceable in whole or in part under any enactment of law, such term or provision will be deemed not to form part of the Agreement. The enforceability of the remainder of the Agreement will not be affected. 9.3.2. In the event that any term or provision of the Agreement, which is fundamental to the accomplishment of the purpose of the Agreement, is held to be illegal, void or unenforceable in accordance with Sub-Clause 9.3.1, the Parties shall immediately commence good-faith negotiations to reach an equitable agreement, which reflects the intent of the Parties. 9.4. Waiver and Cumulative Rights 9.4.1. The rights provided by the Agreement may be waived in writing only by the relevant Party in a manner that expressly indicates that a waiver is intended, and such waiver is only to apply to the specific circumstances referred to. Any failure to exercise or any delay in exercising a right by either Party will not constitute a waiver of that right or of any other rights. 9.4.2. Unless a right of a Party is expressed to be an exclusive right, the exercise of it by the Party is without prejudice to its other rights. 9.5. Cost 9.5.1. Each Party shall be responsible for their <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nor 5.3.2 Require the Discloser to disclose any Confidential Information to the Recipient. 6. Variations 6.1 Any variations to this Agreement are to be made in writing and signed by both the Discloser and the Recipient. 7. Governing Law and Disputes 7.1 The validity, construction and performance of this Agreement are to be governed by the laws of the Republic of Singapore. Any dispute arising under or in connection with this Agreement is to be subject to the exclusive jurisdiction of the Singapore courts to which the Discloser and the Recipient submit. 8. Third Parties 8.1 This Agreement does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act (Cap 53B, 202 Rev. Ed). AG<|eot_id|> <|start_header_id|>assistant<|end_header_id|>REED BY THE PARTIES: For and on behalf of Singapore Art Museum For and on behalf of the Recipient Name: Name: Designation: Designation: Signature and Company Stamp Signature and Company Stamp<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ther acknowledges and agrees that proprietary and other information related to such products, approaches and relationships are highly confidential, and maintaining that confidentiality is critical to Diablo’s success. Shareholder further acknowledges and agrees that Diablo<|eot_id|> <|start_header_id|>assistant<|end_header_id|> has invested substantial time and resources into developing relationships, customer lists and business models and strategies and that disruption of such relationships or misuse of such lists, models, and strategies would damage Heritage and HBC. 3. Shareholder Covenants. (a) Non-Competition. Shareholder hereby covenants and agrees that from the Effective Date until the third (3 )rd anniversary of the Effective Date (“Restricted Period”), Shareholder will not without the prior written consent of Heritage, engage or participate or have any interest, directly or indirectly, in any Business anywhere in the counties of Santa Clara, Alameda, Contra Costa, Marin, San Francisco and San Mateo located in the State of California (“Restricted Territory”) (all such entities shall be referred to each as “Competitor” or collectively as “Competitors,”), with respect to the following acts: (i) own any equity interest in any Competitor; (ii) operate, join, control, advise, become a founder or otherwise participate in any Competitor; (iii) lend credit or money for the purpose of assisting another to establish or operate any Competitor; (iv) request or advise any customer, strategic partner or vendor of Diablo that becomes a present or future customer, strategic partner or vendor of Heritage, HBC or their subsidiaries now and hereinafter existing (collectively, the “Affiliated Companies”) to withdraw, curtail or cancel its business with Heritage, HBC or the Affiliated Companies anywhere in the Restricted Territory; (v) induce or influence (or attempt to induce or influence) any person or entity who is engaged (as an employee, agent, independent contractor or otherwise) by Heritage, HBC or the Affiliated Companies to terminate his, her or its employment or engagement for the purpose of obtaining employment with a Competitor; (vi) solicit any employee of Heritage, HBC or the Affiliated Companies to leave employment and become affiliated with any Competitor; (vii) solicit any actual or “prospective customer” (as hereinafter defined), which was served by Diablo in connection with any business of Diablo, or (viii) solicit, influence or attempt to influence any customer which is or was served by Diablo to discontinue its business or service available from Heritage, HBC or the Affiliated Companies; provided, that, Shareholder may own and hold as an investment of up to 1% of any corporation withi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>AMENDED AND RESTATED MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Amended and Restated Mutual Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into as of March 1, 1998 between TWENTIETH CENTRUTY FOX HOME ENTERTAINMENT, INC. ("Company") (collectively, "Parties"). This Agreement amends and restates in its entirety the Mutual Confidentiality and Non-Disclosure Agreement previously entered into by the Parties. The Parties will provide each other with Confidential Information as defined below in connection with one or more possible or actual transactions between the Parties (each a "Transaction"). As a condition of one of the Parties or its agents or its representatives furnishing Confidential Information ("Furnishing Party") to the other of <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the Parties or its agents or its representatives receiving Confidential Information ("Receiving Party"), the Receiving Party shall treat the Confidential Information confidentially as set forth below. 1. "Confidential Information" shall mean all non-public proprietary information provided by the Furnishing Party to the Receiving Party, whether or not marked or otherwise specifically designated as confidential. The term "Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (ii) was available to the Receiving Party on a non-confidential basis prior the Furnishing Party's disclosure to the Receiving Party, or (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Furnishing Party, provided that such source is, to the best of the Receiving Party's knowledge, not bound by a confidentiality agreement with the Furnishing Party or otherwise prohibited from transmitting the information to the Furnishing Party by a contract<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>harmless to the Disclosing Party, its affiliates, subsidiaries, successors, assigns, officers, directors, employees, at all times, from and against any and all claims, demands, damages, assertions of liability whether civil, criminal, tortuous or of an nature whatsoever, arising out of or pertaining to or resulting from any breach of representations and warranties made by Receiving Party and/or breach of any provisions of this Agreement, but not limited to any claim from third party pursuant to any act or omission of Receiving Party in the course of discharge of its obligations under this Agreement. 10. Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement or other document or the validity, interpretation, breach or termination thereof (Dispute'), including claims seeking redress or asserting rights under applicable law, shall, be resolved amicably between the parties and in case the dispute could not be settled by mutual negotiation, then the same shall be referred to a sole arbitrator appointed by the Bank and the decision of the Arbitrator shall be final and binding on the parties. 11. This Agreement shall be governed by and construed in accordance with the laws of India, and the competent courts in Bangalore sha<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ll have jurisdiction in relation thereto. 12. Neither party shall make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of the other party. 13. This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any and all prior oral discussions and/or written Correspondence or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable. 14. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the party whose name appears below their signature. 15. No person of the Bank or the Contractors and third parties shall violate the Social media Policy of the Bank. 16. The following acts on the part of personnel of the Bank or Contractors and third parties shall be construed as violation of Social Media Policy : a. Non-adherence to the standards / guidelines in relation to Social Media Policy issued by the Bank from time to time. b. Any omission or commission which exposes the Bank to actual or potential monetary loss or otherwise, reputation loss on account of non-adherence of Social Media related systems and procedures. IN WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives at the respective places mentioned thereto:- For and on behalf of the Offerer For and on behalf of CANARA BANK (to be signed with seal) (to be signed with seal) Designation and Office Address: Designation and Office <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>rporation with offices located at The Governor Tyler, 1902 Downey Street, Radford, Virginia 24141 (hereinafter “NEW RIVER”) (each individually hereinafter referred to as a “Party” and collectively referred to as “Parties”). Recitals WHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and NEW RIVER may enter into a business relationship or may enter into one or more business tr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ansactions (hereinafter collectively referred to as the “Business Purpose”); and WHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either or both Parties to disclose Confidential Information (as defined below) both orally and/or in writing; and WHEREAS the Parties intend that any Confidential Information disclosed by either Party shall be used by the other Party only to further the Business Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized parties by the terms of this Agreement. NOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions, covenants and warranties herein contained, the Parties agree as follows: 1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings: (a) “Confidential Information” shall mean: (i) with respect to NEW RIVER, information as defined generally in section l(a)(ii) following, as well as information, in any format, whether written, oral, visual, electronic, or otherwise, and whether commercial, technical, non-technical, or regulatory in nature, including, without limitation, data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, pricing information, studies, findings, inventions, ideas, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or methods of manufacture, operation and/or business plans, whether or not originated by NEW RIVER, which relates to NEW RIVER’s proprietary polypeptide and polymer conjugate chemistry and NEW RIVER’s platform technology CarrierwaveTM, and processes and analytical techniques associated with these products/technologies and their successors. Where any Confidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various elements that may be contained in the public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be in SHIRE’s possession or to be thereafter acquired by SHIRE merely because it embraces information in the public domain or general information that SHIRE may thereafter acquire. (ii) with respect to either Party, information, in any format, whether written, oral, visual, electronic, or otherwise, including, without limitation, data, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or methods of operation and/or business plans, whether or not originated by the Disclosing Party, which is used in Disclosing Party’s business and is (a) proprietary to, about, or created by Disclosing Party; (b) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party; (c) which from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party or would appear to be of a proprietary nature and, therefore, should not be disclosed to a third party without the Disclosing Party’s consent; including business, financial, customer, supplier, and technical data; or (d) not generally known by non-Disclosing Party personnel. (iii) any information which the Disclosing Party orally or visually discloses 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|>IONS Affiliate: shall mean any other corporation or other form of business entity, which, directly or indirectly, controls, is controlled by, or is under common control with, a Party at any time during the term of this Agreement. For purposes of this definition, the term “control” means direct or indirect beneficial ownership of more than 50% of the voting share or interest of the entity; Confidential Information: has the meaning given in clause 2 of this Agreement; Disclosing Party: a Party to this Agreement which discloses its Confidential Information to the other Party; Purpose: [[INSERT DETAILS e.g. to establish a business relationship in respect to the supply of [named service provision or goods] from X, etc]]; Receiving Party: a Party to this Agreement which receives the Confidential Information from the other Party; Representatives: any employees, officers, directors, professional advisors or consultants in relation to each Party and any of its Affiliates, who are actively and directly engaged in the Purpose; Term: has the m<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eaning given in clause 10.1 of this Agreement. 2. CONFIDENTIAL INFORMATION 2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes: a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; b) the terms of this Agreement; c) all confidential or proprietary information relating to: the business, affairs, customers, clients, suppliers, plans, business opportunities, finances, pricing, operations, processes, product information, techniques, know-how, technical information, design, trade secrets and findings or analysis derived from Confidential Information, whether in tangible or intangible form. 2.2. Confidential Information does not include information which: a) which is or subsequently becomes public knowledge or publicly available through no fault of the Receiving Party; or b) which is known by the Receiving Party prior to the time of receipt, as evidenced by its written records; or c) which is lawfully obtained by the Receiving Party from a third party and is not subject to a similar restriction on disclosure; d) which is independently developed by Receiving Party; or e) the Parties agree in writing is not confidential. 3. CONFIDENTIALITY OBLIGATIONS 3.1. In consideration of the Disclosing Party disclosing Confidential Information to the Receiving Party, the Receiving Party undertakes that it shall: a) keep the Confidential Information secret and confidential, using at least the same degree of care as its uses to protect its own confidential information but no less than a reasonable degree of care; b) not use or exploit the Confidential Information in any way except for the Purpose; c) not disclose or make available any Confidential Information in whole or in part to any person except as expressly permitted by and in accordance with this Agreement; and d) to establish and maintain adequate security measures to safeguard the Confidential Information from unauthorized access or use. 4. EXCEPTIONS 4.1. Notwithstanding clause 3.1 of this Agreement, the Receiving Party may disclose the Confidential Information: a) to its and its Affiliate’s Representatives, provided always that the Receiving Party procures that such Representatives shall comply with the confidentiality obligations as set out in clause 3 of this Agreement, and the Receiving Party agrees to be liable for the actions or omissions of such Representatives in relation to the Confidential Information as if they were the actions or omissions of the Receiving Party; and b) as may be required by an order of any court of competent jurisdiction or governmental body in which case the Receiving Party shall, to the extent permitted by law, use reasonable endeavours to provide the Disclosing Party with prompt written notice of any such requirement prior to any disclosure so that the Disclosing Party may seek a protection order or other appropriate remedy. If no protective order or remedy is obtained by the Disclosing Party, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose. 5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION 5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Di<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>orized Representatives. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party and its Representatives will continue to be bound by its and their obligations under this Agreement. 7. Nothing herein shall obligate either party to disclose to or receive from the other party any particular information. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party is obligated to compensate the other for the use of any information disclosed under this Agreement for the purpose of this Transaction, except as may be otherwise provided in a written agreement between the parties. Unless and until a Definitive Agreement (as defined below) concerning the Transaction has been executed, neither party nor its affiliates nor its or its affiliates’ Representatives shall have any legal obligation to the other party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement (except as expressly provided herein), any other written or oral expression with respect to the Transaction, or otherwise. 8. Each party acknowledges that the other party may: (a) explore opportunities similar to the Transaction with other companies that may be competitors of the acknowledging party; or (b) be involved in activities which are competitive with or complementary to the acknowledging party’s activities by internal development, acquisition, joint venture, and/or other means. Nothing agreed to herein shall prevent either party from such activities; provided, however, that any Confidential Information received under this Agreement may be used only for the purpose of this Transaction and in no event shall be provided to any of such companies. 9. Disclosure of any information under this Agreement shall not be construed as, directly or by implication, (a) granting any license under any United States or foreign patent, patent application or copyright, or any other intellectual property rights, (b) creating any agency or partnership relationship between the parties, or (c) granting the right to use either party’s name, trade names, trademarks, service marks, logos or designs for any purpose, without the other party’s prior written permission. 10. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information disclosed under this Agreement for the purpose of this Transaction. Neither party nor any of its respective Representatives nor its respective Representatives’ respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 (the “Exchange Act”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information or any other information disclosed under this Agreement and each p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>arty agrees that none of the foregoing will have any liability under this Agreement to the Receiving Party with respect to the Confidential Information or for any errors therein or omissions therefrom. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and that it will be entitled to rely solely on such representations and warranties as may be included in a Definitive Agreement (as defined below), subject to such limitations and restrictions as may be contained therein. The term “Definitive Agreement” means a written agreement with respect to the Transaction, when and as executed and delivered by all the parties thereto, binds the parties thereto to close the Transaction, subject only to such conditions to closing as may be negotiated between the parties, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid. 11. Each party agrees that for a period of two (2) years from the date of this Agreement, neither it nor any of its Representatives will, directly or indirectly, solicit for employment or employ any individual serving as an officer of the Disclosing Party or any employee of the Disclosing Party or any of its subsidiaries, in each case with whom the Receiving Party has had substantial contact during its investigation of the Disclosing Party and its business, in each case without obtaining the prior written consent of the Disclosing Party; provided that the Receiving Party may make general solicitations for employment not specifically directed at the Disclosing Party or any of its subsidiaries or their respective employees (including, without limitation, by a bona fide search firm) and solicit and employ (i) any person who responds to such general solicitations, and (ii) any person with whom the Receiving Party was discussing employment prior to the date of this Agreement or with whom the Receiving Party initiates discussions regarding employment after such person is no longer an employee of the Disclosing Party or its subsidiaries. 12. Each party agrees that for a period of one (1) year from the date of this Agreement, unless invited or requested by the other party to do so, neither it nor any of its Representatives will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Disclosing Party’s assets or businesses, or similar transactions involving the Disclosing Party or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Disclosing Party; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Disclosing Party (collectively, a transaction specified in (a)(i), (a) (ii) and (b)(i) involving a majority of the Disclosing Party outstanding capital stock or consolidated assets, is referred to as a “Business Combination”), (ii) propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of the Disclosing Party, (iii) nominate any person as a director of the Disclosing Party, or (iv) propose any matter to be voted upon by the stockholders of the Disclosing Party; (c) directly or indirectly, form, join or in any way participate in a third party “group” (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any securities<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>BUYER’S CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them hereunder: 1.1.1 “Aldes” – means and includes Aldes Business Brokers Franchise Africa (Pty) Ltd (Registration Number: 2006/036900/07) and any and all of its subsidiaries, any and all of its holding companies, any other entities forming part of its group of companies and/or any and all of its franchisees from time to time, or any one of them as the context may require; 1.1.2 “Business/es” – means such assets (whether tangible or intangible), business/es and/or entity/ies (albeit close corporations, partnerships, trusts, private companies, public companies, joint ventures, sole proprietors and/or otherwise) introduced by Aldes to the Buyer for sale (albeit as is listed for sale on the Aldes database or website or otherwise); 1.1.3 “Buyer” – means the person/entity described and identified as such in the Buyer’s Profile on the face of this Agreement; 1.1.4 “Confidential Information” – means any and all information disclosed by Aldes, the Seller/s and/or the Business/es to the Buyer from time to time regarding, in respect of and/or related to the Business/es or Seller/s and/or for purposes of the possible acquisition of the Business/es by the Buyer; 1.1.5 “Confidential Materials” – means any materials and/or documents which contain Confidential Information; 1.1.6 “Seller/s” – means each of the owners, of each of the Business/es introduced by Aldes to the Buyer from time to time, independently and separately. 1.2 In this Agreement, unless the context clearly indicates a contrary intention, words in the singular shall include the plural and vice versa, words in the masculine gender shall include the feminine and neuter gender and vice versa, and a reference to natural persons shall include created entities (corporate and unincorporated) and vice versa. 1.3 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 1.4 The terms of this Agreement, having been negotiated, shall not be interpreted against the person/entity who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the person/entity relying on same. 1.5 This Agreement shall be governed by, construed and interpreted in accordance with the law of the Republic of South Africa. 1.6 This Agreement constitutes a stipulatio alteri (namely, a benefit in favor of a third party which may be accepted by such third party) in favor of the Business/es and the Seller/s, the benefits of which may be accepted by them at any time. 2. BACKGROUND 2.1 The Buyer records that it is (and/or has been and/or will be) partaking in investigations of (and/or negotiations with) various Seller/s and/or Business/es, with a view towards potentially acquiring such Business/es. The Buyer further acknowledges that it is serious in its investigations towards potentially acquiring a Business. 2.2 The Buyer realises that, in the course of its investigations (and/or <|eot_id|> <|start_header_id|>assistant<|end_header_id|>negotiations), Aldes, the Business/es and/or the Seller/s will be required to disclose Confidential Information and/or Confidential Material to the Buyer, albeit for the purposes of assisting the Buyer in determining whether or not it wishes to acquire any Business/es or otherwise. 2.3 The Buyer acknowledges and agrees that the sole reason for, and the sole purpose of, any disclosures of Confidential Information and/or Confidential Material by Aldes, the Business/es and/or the Seller/s is strictly limited to that stated in clauses 2.1 and 2.2 above (the “Purpose”). 3. PERIOD 3.1 This Agreement shall be taken to have commenced, notwithstanding the signature date hereof, on the earliest of: 3.1.1 the date of signature of this agreement by the Buyer; or 3.1.2 the date of the first meeting or correspondence between Aldes and the Buyer regarding any Business/es and/or Seller/s; and shall continue in perpetuity thereafter. 4. UNDERTAKING OF CONFIDENTIALITY 4.1 The Buyer undertakes, towards and in favour of each of Aldes, the Business/es and the Seller/s (jointly and severally), with regard to and in respect of any and all of the Confidential Information and/or Confidential Materials, that it will keep same (irrespective of how same was disclosed to the Buyer) strictly confidential and secret and that it will hold same in absolute trust and confidence. 4.2 The Seller/s and/or the Business/es shall retain ownership of all their Confidential Information and/or Confidential Materials, which shall be deemed to be lent to the Buyer for the Purpose only. 5. LIABILITY 5.1 The Buyer acknowledges that it will be liable, responsible and accountable to each of Aldes, the Business/es and the Seller/s (jointly and severally) for a breach of this Agreement by itself or any of its related or inter related parties, employees, consultants, advisers and/or agents. 6. NON-CIRCUMVENT 6.1 The Buyer acknowledges that Aldes will be deemed and regarded (and will be) the effective cause of any transaction which may transpire and/or materialise between the Buyer and any Business/es and/or Seller/s. 6.2 The Buyer warrants and guarantees that it will never circumvent Aldes (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly), in negotiating or concluding any transactions, arrangements and/or agreements contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Seller/s and/or Business/es. For avoidance of doubt, the Buyer will at all times act in good faith and will only transact and deal with Seller/s and/or Business/es, via the brokerage, intervention and mediation of Aldes. 6.3 The Buyer acknowledges and agrees that Aldes is, will be and will remain entitled to receipt of its agreed brokerage commission (albeit due and payable by the Seller/s, the Business/es, the Buyer or <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 (the “Agreement”) is made as of May , 2015, by and between (“Potential Purchaser”) and Simply Fashions Stores, Ltd., and Adinath Corp. (collectively, the “Company” and together with Potential Purchaser, collectively, the “Parties”). Potential Purchaser desires to obtain certain confidential and proprietary information from the Company with respect to (i) one of more of the existing leases of non-residential real property related to the Company’s store locations (collectively, the “Leases”), and/or (ii) intellectual property owned by the Company, (collectively, the “IP”), and/or (iii) any other assets of the Company (collectively, the “Other Assets”) in order to evaluate the possibility of an acquisition, or asset purchase, involving one or more of the Leases or some or all of the IP or Other Assets (each, a “Proposed Transaction”). As a condition to furnishing any information which is confidential and/or proprietary in nature to Potential Purchaser, the Company requires that Potential Purchaser agree to treat confidentially all written information of a proprietary or confidential nature, that the Company furnishes to Potential Purchaser (including, but not limited to, copies of the Leases), except as may otherwise herein be provided (collectively being the “Evaluation Materials”), and the Parties agree <|eot_id|> <|start_header_id|>assistant<|end_header_id|>to keep confidential, communications by and between the Parties of a proprietary or confidential nature, arising from or relating to the Proposed Transaction. NOW, THEREFORE, for good and valuable consideration, the Parties hereto agree as follows: 1. Potential Purchaser recognizes and acknowledges that the Evaluation Materials may contain confidential and/or proprietary information regarding the Company. Potential Purchaser shall maintain the confidentiality of those portions of the Evaluation Materials that contain confidential and/or proprietary information, and shall not, without the prior written consent of the Company, disclose, those portions of the Evaluation Materials to any third party, except as otherwise set forth herein. Potential Purchaser may disclose the Evaluation Materials to its parents, subsidiaries, parents’ subsidiaries, or affiliates (collectively, the “Affiliated Entities”) and Potential Purchaser’s and/or the Affiliated Entities’, directors, officers, employees, partners, consultants, potential financing sources, joint-venture partners, bankers, accountants, lenders, investors, insurance consultants and/or brokers, attorneys, agents and financial and legal advisors (collectively, such entities or persons to whom Potential Purchaser or an Affiliated Entity discloses the Evaluation Materials, “Representatives”) who may need access to the Evaluation Materials, in Potential Purchaser’s discretion, for the purpose of evaluating the Proposed Transaction. Potential Purchaser shall (i) inform in writing all of its Representatives who receive any portion of the Evaluation Materials of the confidential and proprietary nature thereof and of this Agreement and (ii) direct all such Representatives in writing to comply with the confidentiality and non-use terms of this Agreement. Potential Purchaser shall keep those portions of the Evaluation Materials confidential, as hereinabove provided. 2. Potential Purchaser shall not use any of the Evaluation Materials for any purpose other than to evaluate the Proposed Transaction. The Company acknowledges and agrees that Potential Purchaser and its Affiliated Entities and Representatives may invest in or consider or manage investments in companies that compete either directly or indirectly with the Company and that this Agreement shall in no way be construed to prohibit or restrict Potential Purchaser’s or its Affiliated Entities or Representatives’ ability to make or manage or consider such investments. 3. This Agreement shall not apply to, and Potential Purchaser shall have no obligation with respect to, any information which (i) is or becomes generally available to the public through no breach of this Agreement by Potential Purchaser, or actual knowledge by Potential Purchaser of breach by its Representatives, (ii) was already known by Potential Purchaser or a third party, or in Potential Purchaser’s possession prior to the date of this Agreement, (iii) becomes available to Potential Purchaser on a non-confidential basis from a source, other than the Company or its agents, which is or was not known to be prohibited from disclosing such portions of the Evaluation Materials by a contractual or legal obligation to the Company, (iv) is independently developed or acquired by Potential Purchaser without violation of this Agreement, or (v<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company dul<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt conc<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nvolved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the other party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any of such activities to any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance (including debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing. Each party also agrees that, during such eighteen month period, neither it nor any of its affiliates will: (i) request the other party or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to the other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other party, whether by means of a business combination or otherwise. Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> other party or (ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction. Additionally, the Principal or President of a party may contact the Principal or President of the other party for the purpose of expressing<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ns strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement. Recipient agrees not to contact any shareholders, directors, officers, employees, agents, customers, or suppliers of the Company or its affiliates with respect to the Transaction or for the purpose of obtaining information for use in evaluating the Transaction, without the Company’s prior written consent. Recipient further agrees that all inquiries, requests for information and other communications concerning the Transaction shall be made only through Guggenheim Securities, LLC (“Guggenheim”). Company agrees that, without Recipient’s prior written consent, it and its Representatives will not disclose to any other person the fact that Recipient is considering the Transaction, that this Agreement exists, that the Confidential Information has been made available to Recipient, that discussions <|eot_id|> <|start_header_id|>assistant<|end_header_id|>or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto including the status thereof, the valuation, or indicative offers, or proposals. 2.2 Request for Production of Confidential Information. In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, Recipient shall provide the Company with prompt written notice of any such request or requirement prior to such disclosure so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Recipient is nonetheless, legally compelled to disclose Confidential Information, Recipient may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which outside counsel advises, in writing, Recipient is legally required to be disclosed, provided that Recipient shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal. 2.3 Ownership. The Confidential Information is owned solely and exclusively by the Company and shall remain the exclusive property of the Company. No right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to Recipient hereby or by its delivery to Recipient hereunder. 2.4 Use. Recipient agrees not to use any Confidential Information of the Company for any purpose except to evaluate and engage in discussions regarding the Transaction. Recipient agrees not to disclose any Confidential Information of the Company to anyone, except to those directors, officers, employees, or Representatives of the Recipient who are required to have the information in order to evaluate or engage in discussions concerning the Transaction. Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Company’s Confidential Information and which are provided to the Recipient hereunder. Notwithstanding the above, the Recipient may disclose Confidential Information to (1) directors, officers, and employees of its parent company or, (2) directors, officers, and employees of a wholly-owned subsidiary of its parent company or, (3) d<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as<|eot_id|> <|start_header_id|>assistant<|end_header_id|> possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 each party and its respective directors, officers, stockholders, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of New York. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, LANIER WORLDWIDE, INC. By: /s/ James A. MacLennan James A. MacLennan Executive Vice Presid<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ent and Chief Financial Officer Accepted and agreed as of the date first written above: RICOH COMPANY, LTD. By: /S/ MASAMI TAKEIRI Masami Takeiri Managing 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|>e without notice to you or any other person, (d) each party will have the right to reject or accept any potential proposal, offer or participant therein, for any or no reason whatsoever, in its sole discretion and (e) neither party will have any claim whatsoever against the other or any of their respective Representatives arising out of or relating to a Transaction, except as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement. Term 16. Except as otherwise provided herein, the obligations of the parties under this Agreement will terminate eighteen (18) months from the date hereof, provided that such termination will not relieve any party from its responsibilities in respect of any breach of this Agreement prior to such termination. Acting as Principal 17. You represent and warrant that you (i) are acting as a principal in any possible Transaction, (ii) are not represented by any broker or similar party other than Wells Fargo Securities, LLC, which company is acting as your financial advisor in connection with a possible Transaction, (iii) are not acting as a broker for or Representative of any other person in connection with the Transaction, and (iv) are considering the Transaction only for your own account. Except with the prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other person with respect to the Transaction, and (b) neither you nor any of your Representatives (acting on behalf of you or your subsidiaries) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Transaction, other than the Company and its Representatives, and your Representatives (to the extent permitted hereunder). Legal Remedy 18. You acknowledge that money damages and remedies at law may be inadequate to protect the Company against any actual or threatened breach of or failure to comply with this Agreement by you or by your Representatives and, without prejudice to any rights and remedies otherwise available to the Company, you may agree to the seeking of specific performance, injunctive relief and other equitable remedies in the Company’s favor, and you further agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Governing Law 19. The validity and interpretation of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles. You irrevocably (i) submit to the jurisdiction of any court of the State of New York located in New York, New York or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the transactions contemplated hereby (each a “Proceeding”) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above will be effective service of process for any action, suit or proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding and (v) agree not to commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applic<|eot_id|> <|start_header_id|>assistant<|end_header_id|>able law, any claim that any such Proceeding is brought in an inconvenient forum. No Waiver 20. No failure or delay by the Company in exercising any right, power or privilege under this Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. Successors and Assigns 21. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part hereof without the prior written consent of the Company, and any purported assignment without such consent will be null and void. Severability 22. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof will be unimpaired and will remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision will be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the parties’ intention with respect to such invalid or unenforceable term or provision. Entire Agreement 23. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. An amendment or modification or waiver will only be effective if (i) it is in writing and signed by the Company and you, (ii) it specifically refers to this Agreement and (iii) it specifically states that the Company and/or you, as the case may be, is amending, modifying or waiving its rights hereunder. Any such amendment, modification or waiver will be effective only in the specific instance and for the purpose for which it was given. Data Site 24. The terms of this Agreement shall supersede any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which you or any of your Representatives may be granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that your confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto. Counterparts 25. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which will be an original instrument and all of which taken together will constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission will constitute valid and sufficient delivery thereof. This Agreement is being delivered to you in duplicate. 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|>NON-DISCLOSURE AGREEMENT I. Non-Disclosure In connection with services now or in the future performed by the undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of Goldman, Sachs & Co. (collectively called "Goldman Sachs"), the undersigned may have access to non-public information or materials describing or relating to Goldman Sachs or its clients, or third parties to whom Goldman Sachs has a duty of confidentiality, including materials describing or relating to the business affairs, policies or procedures of Goldman Sachs or its clients or such third parties; formulas; strategies; methods; processes; computer materials including source or object codes, data files, computer listings, computer programs, and other computer materials (regardless of the medium in which they are stored); or other information ("Confidential Information"). With respect to such Confidential Information, the undersigned acknowledges and agrees as follows: 1. The undersigned will hold Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation including any partner or employee of Goldman Sachs who does not have a need to know the Confidential Information. 2. Upon the termination of the services to be performed by the undersigned (or earlier if requested by Goldman Sachs), the undersigned shall return to Goldman Sachs all copies of documents, papers or other material relating to Goldman Sachs or obtained or developed in the course of performing services for Goldman Sachs, or containing or derived from Confidential Information which are in the undersigned's possession, together, if requested by Goldman Sachs, with a certificate signed by the undersigned, in form and substance satisfactory to Goldman Sachs, to the effect that all such Confidential Information has been returned. II. Non-Promotion The undersigned agrees that the undersigned will not, without the prior written consent of Goldman Sachs in each instance: (a) use in advertising, publicity or otherwise the name of Goldman Sachs or any trade name, trademark, trade device, servicemark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman Sachs; or (b) represent, directly or indirectly, that any product or any service provided by the undersigned has been approved or endorsed by Goldman Sachs. III. Non-Employment The undersigned affirms that the undersigned is not an employee of Goldman Sachs for any purpose and that the undersigned is not entitled to exercise any rights, or seek any benefit, accruing to the regular employees of Goldman Sachs by virtue of the services rendered by the undersigned to Goldman Sachs or otherwise. The undersigned agrees to provide any assistance necessary to Goldman Sachs in investigating any illegal or fraudulent activities, security breaches or similar situations. IV. Background Check and Testing The undersigned agrees that in connection with performing the services contemplated by this Agreement, he or she may be subject to a background check, including employers, education, credit, criminal public record, drug screen or other checking or testing, and the undersigned consents to the foregoing. The undersigned hereby releases Goldman Sachs, its employees and agents from any and all liability or claims arising from such checking and testing and the use and reporting of the results thereof except for those arising due to the negligence of Goldma<|eot_id|> <|start_header_id|>assistant<|end_header_id|>n Sachs. The obligations created by this Agreement shall survive the termination of the services of the undersigned. The undersigned acknowledges that any violation, breach or other failure on the undersigned's part to strictly comply with this Agreement could materially adversely affect Goldman Sachs and its business, thus giving rise to suit for monetary damages and/or injunctive relief for such violation, breach or other failure. /s/ Michael R. Cunningham (Signature) Michael R. Cunningham (Print Name) (Date) 29<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>into account any representations made by the Disclosers in relation to the disclosure. The Recipient shall use its best endeavours to resist any requirement for disclosure and to assist the Disclosers in resisting that requirement. 5 In<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tellectual Property Rights The Recipient acknowledges that ownership of the Confidential Information including all Intellectual Property Rights in the Confidential Information remains vested in and shall vest in the Disclosers and its licensors, and that no licence or right is granted other than to the extent expressly set out in this Agreement. 6 Indemnity The Recipient shall indemnify the Disclosers from and against all and any losses, damages (including any consequential, direct, indirect, special, incidental or punitive damages or loss or any other form of economic loss), liability, costs (including legal fees), expenses, claims (including any settlements of claims before or after issue of proceedings), actions, proceedings, judgme<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>o the interests of the Company; (ii) which is owned by the Company or in which the Company has an interest and (iii) which is either (A) marked "Confidential Information," "Proprietary Information" or other similar marking, (B) known by Covenantor to be considered confidential and proprietary by the Company as of the date hereof or (C) from all the relevant circumstances should reasonably be assumed by Covenantor to be confidential and proprietary to the Company. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): trade secrets, inventions, drawings, file data, documentation, diagrams, specifications, know how, processes, formulas, models, flow charts, software in various stages of development, source code, object code, research and development procedures, research or development and test results, marketing techniques and materials, marketing and development plans, price lists, pricing policies, business plans, information relating to customers and/or suppliers' identities, characteristics and agreements, financial information and projections, and employee files. Confidential Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or is required to treat as Confidential Information, whether or not owned or developed by the Company. NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL KNOWLEDGE WHICH COVENANTOR WOULD HAVE LEARNED IN THE COURSE OF SIMILAR EMPLOYMENT ELSEWHERE IN THE TRADE, IF SUCH INFORMATION IS LAWFULLY AVAILABLE TO COVENANTOR FROM A SOURCE OTHER THAN THE COMPANY, OR IF IT IS OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN. 1.3 The term "Closing" shall have the meaning ascribed to it in the Purchase Agreement. ARTICLE 2 COVENANT NOT TO COMPETE Covenantor shall not at any time within the period commencing on the date hereof and ending on the fourth (4/th/) anniversary of the date hereof (the "Restricted Period"), have any ownership interest (of record or beneficial) in or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, limited liability company, partnership, proprietorship or other business that engages in any California county, or in any other state, country or geographic area, listed in Exhibit "A" hereof in a business that is similar to and directly or indirectly offers products or services in competition with the business in which the Company was engaged in such California county, state, country or other geographic area as of the Closing, so long as Buyer, or any successor in interest of Buyer to the business and goodwill of the Company, remains engaged in such business in any such California county, state, country or other geographic area or continues to solicit customers or potential customers therein;<|eot_id|> <|start_header_id|>assistant<|end_header_id|> provided, however, that Covenantor may own, directly or indirectly, solely as an investment, the securities of any person which are traded on any national securities exchange if Covenantor (i) is not a controlling person of, or a member of a group which controls, such person or (ii) does not, directly or indirectly own two percent (2%) or more of any class of securities of such person. For purposes of this ARTICLE 2, the business activities which may not be engaged in during the Restricted Period by Covenantor or by any firm, corporation, limited liability company, partnership, proprietorship or other business in which Covenantor has any interest are more particularly described in Exhibit "B" hereof. ARTICLE 3 SOLICITATION OF BUSINESS During the Restricted Period, Covenantor shall not solicit or assist any other person to solicit any business (other than for Buyer) from any present or past customer of the Company; or request or advise any present or future customer of the Company to withdraw, curtail or cancel its business dealings with Buyer; or commit any other act or assist others to commit any other act which might injure the business of Buyer. ARTICLE 4 EMPLOYEES During the Restricted Period, Covenantor shall not directly or indirectly (i) solicit or encourage any employee of Buyer to leave the employ of Buyer or (ii) hire any employee who has left the employ of Buyer if such hiring is proposed to occur within one year after the termination of such employ<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> evaluate their valuable technical and commercial information with a view to investigating whether there is a synergy between the Parties’ technical capabilities which might benefit from mutual exploitation ("the Purpose"). D. In order for the Parties to carry out said discussion, assessment and evaluation it is necessary for them to exchange valuable technical and commercial information which they each desire to protect. NOW IT IS HEREBY AGREED BETWEEN THE PARTIES as follows: 1. As used in this Agreement the term "Proprietary Information" shall mean any information, whether in writing or other documentary form, in oral or visual or machine readable form, or in the form of algorithms, samples or models, disclosed by one Party (the "Disclosing Party") to another Party (the "Receiving Party") under this Agreement, provided that: (a) where such information is in writing or other documentary form, it is clearly and conspicuously marked at the time of disclosure as proprietary or commercially sensitive (for example with a marking such as "Proprietary" or "Commercial-in-Confidence").; or (b) where such information is disclosed in oral or visual or machine readable form, or in the form of samples or models, it is designated proprietary or commercially sensitive at the time of disclosure and is confirmed by the Disclosing Party as such in documentary form within thirty (30) days from its being disclosed, in which event all the protections and restrictions in this Agreement as to the use and disclosure of said Proprietary information shall apply retrospectively during the said period of thirty days. Proprietary Information shall also include any information which can be obtained by examination, testing or analysis of any hardware, software or material samples provided by the Disclosing Party, notwithstanding that the requirements for marking and designation referred to above shall not have been fulfilled. 2. Subject to the provisions of Clauses 4 and 7 hereof, the Receiving Party undertakes: (a) to keep confidential and not disclose to any third party, except with the written permission of the Disclosing Party, any part, or the whole, of any Proprietary Information disclosed to it under this Agreement; (b) not to copy Proprietary Information disclosed to it under this Agreement except as is reasonably necessary for the Purpose; (c) not to use Proprietary Information disclosed to it under this Agreeme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt other than for the Purpose, except with the prior written permission of the Disclosing Party; (d) to restrict access to the Proprietary Information disclosed to it under the terms of this Agreement to those of its employees and officers who need to know the same for the Purpose. 3. The protections and restrictions in this Agreement as to the use and disclosure of Proprietary Information shall not apply to any information which the Receiving Party can show by written and dated or datable material: (a) is, at the time of disclosure hereunder, already published or otherwise publicly available; or (b) is, after disclosure hereunder, published or becomes available to the public other than by breach of this Agreement; or (c) is rightfully in the Receiving Party's possession with rights to use and/or disclose, prior to receipt from the Disclosing Party; or (d) is rightfully disclosed to the Receiving Party by a third party with rights to use and/or disclose; or (e) is independently developed by or for the Receiving Party without reference or access to Proprietary Information disclosed hereunder; or (f) is the subject of a requirement of a court proceeding requirement on the Receiving Party for disclosure, in which event the Receiving Party shall give prompt notice thereof to the Disclosing Party to the extent permissible by law.. 4. Neither Dstl nor The University shall be in breach of this Agreement where it can show that any disclosure of information is made solely and to the extent necessary to comply with the Freedom of Information Act 2000 or the Environmental Information Regulations 2004. Where Dstl or The University is required to make a disclosure of Proprietary Information of a Disclosing Party under the Act or the Regulations it shall, to the extent permitted by the time for compliance under the Act or the Regulations, give the Disclosing Party the opportunity to make representations concerning disclosure. The Disclosing Party, however, acknowledges and accepts that its representations may not be determinative and that the decision whether to disclose the Proprietary Information at issue, in order to comply with the Act or the Regulations, is a matter in which Dstl or The University shall exercise its own discretion, subject always to the provisions of the Act or the Regulations and based upon the principle to limit said disclosure to only the requested and required information under the Act or the Regulations. Dstl or The University shall in any event provide prior notification to the Disclosing Party of any decision to disclose any of its Proprietary Information. 5. Nothing contained in this Agreement shall be construed as: (a) conferring upon the Receiving Party any right of use in or title to Proprietary Infor<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>or asphalt plant in Teller County, Colorado; or (iii) except to Valco's present customers and prospective customers in similar businesses, make any sales to any customers in Teller County, Colorado. (b) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of two (2) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever, solicit employment of any of Valco's current or former Pueblo area employees who are retained by CMC or any of its subsidiaries in connection with the Pueblo operations, or encourage any such employees to leave the employ of CMC or any of its subsidiaries. 3. Non-disclosure (a) Except as provided in Subsection (b) below, each of Valco and Brubaker agrees that, for a period of ten (10) years from and after the date hereof, all information previously or hereafter disclosed to any of them by CMC in connection with the transactions contemplated by the Acquisition Agreement and Lease and information relating to Valco's (after the date hereof CMC's) Pueblo operations is confidential (collectively, "Confidential Information") and shall be held in strict confidence and not disclosed to any person or entity. (b) Valco and Brubaker shall have no requirement to keep information confidential, and no such information shall be considered Confidential Information, to the extent any of the following applies: (I) the information was within the public domain at the time it was first known or provided to Valco and Brubaker; (ii) the information was published or otherwise became part of the public domain after it was first known or provided to Valco and Brubaker through no fault of either of them or their respective directors, officers, agents employees or affiliates; or (iii) the information is required to be disclosed (x) by any federal or state law, rule or regulation, (y) by any applicable judgment, order or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (z) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding; provided, however, that if any of Valco and Brubaker proposes to disclose the information in accordance with (x), (y) or (z), such party shall, to the extent feasible, first give CMC reasonable prior notice of the proposed disclosure of any such information to the application of such law, rule or regulation, or to appear before any court, governmental agency or arbitration order to contest the disclosure, as the case may be. (c) Valco may disclose, on a need to know basis, Confidential Information to directors, officers, employees, attorneys and accountants, subject to the last sentence of this paragraph (c). With CMC's prior written consent (which will not be unreasonably withheld), Valco and Brubaker may disclose, on a need to know basis, Confidential Information to consultants, advisors and institutional lenders, subject to the last sentence of this paragraph (c). Valco also may disclose, on a need to know basis, and subject to the last sentence of this paragraph (c), to any bona fide acquirer (whether by purchase, exchange, merger or otherwise) of the stock, of substantially all of the assets of Valco, or of the interest of Valco under the Lease, the formula under the Lease for determining the Production Royalty Rate, the historical revenues received under the Lease, the total tonnage mined (on an aggregate<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and not product type basis) under the Lease and total remaining tons to be mined under the Lease, and with CMC's prior written consent (not to be unreasonably withheld), any other information concerning the Lease, but CMC may withhold such consent in its sole discretion as to such other information if in CMC's sole judgment a recipient of such other information is or could be expected to become a competitor of CMC in the Pueblo area. In the case of any permitted disclosure of Confidential Information under this paragraph (c), Valco and Brubaker shall inform such persons of the existence of this Agreement and take all reasonable steps to ensure that such persons comply with the provisions of this Agreement applicable to Valco and Brubaker. 4. Enforcement; Damages; Construction (a) Valco's and Brubaker's obligations hereunder shall be joint and several as long as Brubaker controls Valco. If Brubaker no longer controls Valco, Valco's and Brubaker's obligation herein shall be several. Each of Valco and Brubaker recognizes that it would be impossible to measure in money all the damages which will accrue to CMC by reason of a failure to comply with the restrictions and perform the obligations under this Agreement. Each of Valco and Brubaker hereby acknowledges that CMC would lack an adequate remedy at law and CMC shall, in addition to and not in lieu of money damages, be entitled to specific performance and injunctive relief against Valco and Brubaker in an action or procedure to enforce the provisions hereof. Valco and Brubaker shall reimburse CMC for its expenses, including reasonable attorney's fees, incurred in connection with the enforcement of the provisions hereof relating to a breach of this Agreement by Valco or Brubaker. (b) No waiver or amendment to this Agreement shall be valid unless signed in writing by each of Valco, Brubaker and CMC. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. (c) This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of each of Valco, Brubaker and CMC. (d) The 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|>f Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior <|eot_id|> <|start_header_id|>assistant<|end_header_id|>written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>RFP Title: Architectural & Design Team Consultants for Metro Vancouver Office Project RFP Number: 2019RFP-02 NON-DISCLOSURE AGREEMENT This Nondisclosure Agreement (the “Agreement”), effective as of , 2018, is entered into by and between the First Nations Health Authority (“FNHA”) and Company:, located at Address: , (“Company”). WHEREAS, FNHA discloses certain Confidential Information to Company as part of FNHA’s request for proposal number 2019RFP-02. WHEREAS FNHA desires to prevent the unauthorized use and disclosure of its Confidential Information. NOW THEREFORE, in good and adequate consideration, the receipt of which is acknowledged, I, , on behalf of Company, agree as follows: (NAME OF PERSON SIGNING THIS AGREEMENT) 1. Definition. "Confidential Information" means any information identified as confidential by the FNHA that is part of the FNHA’s request for proposal number 2019RFP-02, Architectural & Design Team Consultants for Metro Vancouver Office Project (“RFP”) whether in oral, written electronic or any other form or medium whatsoever, including but not limited to Appendix B of the RFP, questions answered or information disclosed by FNHA related to confidential aspects of the RFP or discussions held related to the RFP. 2. Non-Disclosure. Company will not make copies of, disclose, discuss, publish or disseminate Confidential Information any third person or entity. Company will not use the Confidential Information for any purpose other than responding to the RFP. Company will take reasonable precautions to secure and prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may not at any time directly or indirectly communicate with the media in relation to the Confidential Information or any information with respect to the RFP without first obtaining the written permission of FNHA. Company acknowledges and agrees that nothing contained in this Agreement will be construed as granting it any rights, by license or otherwise, to any Confidential Information. Company further agrees to return Confidential Information to FNHA, if FNHA so directs, or to destroy Confidential Information once the RFP process complet<|eot_id|> <|start_header_id|>assistant<|end_header_id|>es or earlier of FNHA so directs. This Agreement does not preclude discussions of Confidential Information between the undersigned and FNHA staff or with any other persons identified by FNHA as having undertaken this Agreement. This Agreement does not preclude discussions of Confidential Information between the undersigned and other persons , if expressly permitted by staff of FNHA and those discussions are conducted on the terms and conditions that FNHA may direct. 3. Statutory Req<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ans the customer accounts of Seller listed on Exhibits B and C hereto. (7) "Services" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term "Services" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers. (8) "Subsidiary," with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement. ARTICLE II AGREEMENT TO COOPERATE Subject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such accoun<|eot_id|> <|start_header_id|>assistant<|end_header_id|>t (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account. ARTICLE III AGREEMENT NOT TO COMPETE 3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to: (i) engage in the Product Business; (ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or (iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of CompuCom or any Subsidiary of CompuCom. (b) Seller agrees that during the Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers. Notwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements ("SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediatel<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ance or default. 8. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, one (1) day after being sent by recognized overnight courier service, or three (3) business days after being mailed by certified mail, return receipt requested, addressed to a party at the address of such party first set forth above, or at such other address as such party may hereafter have designated by notice. 9. Counterparts. This Agreement may be executed in any number o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>f counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. FREESTAR TECHNOLOGY CORPORATION By: /s/ Paul Egan Paul Egan President & Chief Executive Officer UNICOMP, INC. By: /s/ Stephen A. Hafer Stephen A. Hafer Chief Executive Officer<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>g [ ] (the "Selling Shareholder") and Dollar Tree Stores, Inc., a Virginia corporation ("Parent") and its wholly-owned subsidiary Dollar Tree West, Inc., a California corporation ("Sub") (Parent and its direct and indirect subsidiaries, including Sub, are referred to hereinafter as "Dollar Tree"). W I T N E S S E T H: WHEREAS, Selling Shareholder owns percentage of all the issued and outstanding shares of stock of Step Ahead Investments, Inc., a California corporation ("SAI"); and WHEREAS, concurrently herewith and pursuant to the Merger Agreement dated July 22, 1998, ("Merger Agreement"), Sub will be merged with and into SAI with SAI as the surviving corporation (the "Merger"). WHEREAS, concurrently herewith and pursuant to the Merger Agreement, all of the issued and outstanding stock of SAI will be converted into shares of common stock of Parent. WHEREAS, Selling Shareholder acknowledges that (i) SAI directly or indirectly operates stores, offices and distribution facilities under the name Step Ahead Investments and the tradenames "98CENTS Clearance Center" and "Clearance 98CENTS Centers" engaged in the retail and wholesale distribution of variety merchandise (the "Business"); (ii) the Business is conducted in the United States; (iii) the operation of the Business by SAI has given Selling Shareholder access to trade secrets of and confidential information relating to, the Business; and WHEREAS, the parties h<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ereto agree that Selling Shareholder and Selling Shareholder's affiliates shall not compete (as described herein) with Dollar Tree for a certain period of time subsequent to the Effective Time as defined in the Merger Agreement in accordance with the terms and conditions set forth herein; and WHEREAS, as a fundamental condition to the consummation of the Merger, the Selling Shareholder has agreed to enter into this Agreement, which is designed to ensure Dollar Tree receives the value of the Merger; and WHEREAS, Selling Shareholder further acknowledges Dollar Tree may suffer irreparable damage should Selling Shareholder breach this Agreement. NOW, THEREFORE, in consideration of good and valuable consideration described above and the covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged by Selling Shareholder, and for the grant of [] options to purchase the stock of Parent pursuant to the terms of a separate option agreement, it is agreed as follows: 1. NON-COMPETITION COVENANT. The Selling Shareholder acknowledges (i) as an [director,] officer and principal shareholder of SAI, he has been instrumental in the Business of SAI and its success and (ii) has been privy to and had access to the offices, personnel, technology, confidential and proprietary information of SAI. 1.1 Selling Shareholder agrees, during the period ending five years from the Effective Time ("Restricted Period"), neither Selling Shareholder nor any affiliate of Selling Shareholder shall conduct any of the following activities described in Sections 1.1.1, 1.1.2, and 1.1.3: 1.1.1 engage in Restricted Activities within the Restricted Area (as defined below); or 1.1.2 operate or promote within the Restricted Area a store using (or at least a 500 square foot area within a store dedicated to) a single price point retail concept selling goods at a single price point at or below $2.00; or 1.1.3 operate any variety, clearance, or close-out retail store in the same shopping center as any retail location of SAI existing as of the Effective Time or, in the case of an existing store of SAI not in a shopping center, within one-quarter mile of such retail location. 1.2 Selling Shareholder agrees that, at no time after the Effective Time for so long as Dollar Tree or its successors carry on the Business, shall Selling Shareholder or Selling Shareholder's Affiliates operate any business (a) under the names or names similar to "98 CENTS Clearance Center," "Clearance 98 CENTS Centers," "Everything 98 CENTS ... or less," or "Step Ahead Investmen<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>mation, or any part thereof, to the other party at any time. 3. No Warranty/Liability Neither party makes any warranty, express or implied, with respect to the Information. Neither party shall be liable to the other or to any other person hereunder for amounts representing loss of profits or loss of business or indirect, consequential or punitive damages of the other or of such other person in connection with the provision or use of the Information hereunder. 4. No Further Rights Nothing contained in this Agreement shall be construed as granting or conferring any rights by licence or otherwise in the Information except as provided herein. 5. Business Purpose The parties expressly agree that the provision of Information hereunder and any discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar discussions with third parties provided that no breach of this Agreement is so occasioned or oblige that party to take, continue or forego any action relating to the Business Purpose. Any forecasts or similar material provided by either party to the other shall not constitute any commitments. 6. Injunctive Rights Each party acknowledges and agrees that the Information is the confidential and/or proprietary and/or trade secret information of the other and the unauthorised use or disclosure of the Information could cause irreparable harm and significant injury to the other party for which that other party would ha<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ve no adequate remedy at law. Therefore, each party shall have the right, in addition to any other rights it may have at law or in equity, to seek and obtain immediate injunctive relief in respect of any breach or potential breach of this Agreement by the other. 7. Media Releases No media releases, public announcements or public disclosure by either party relating to this Agreement, its subject matter or the Information, including but not limited to promotional or marketing, shall be made without the prior written consent of the other party. 8. General 8.1 Notices Any notices required under this Agreement shall be in writing and posted by registered mail return receipt requested to the applicable address indicated in Exhibit A. 8.2 Entire Agreement This Agreement and any attachments hereto: i) are the complete and exclusive statement between the parties with respect to the protection of the confidentiality of the Information; and ii) supersede all related discussions and other communications between the parties; an<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>r public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information. 3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information in connection with H.I.G.’ S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder. The Confidential Information shall be used by H.I.G. solely for the purpose of evaluating the Transaction, and shall not be otherwise used without COMVERGE’s prior written consent. H.I.G. agrees that it may disclose the Confidential Information only to those of its Re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>presentatives who need to know the Confidential Information for the purpose of assisting the Parties in connection with the Transaction. Prior to disseminating any of the Confidential Information to any agent and/or representative permitted herein, H.I.G. shall advise its Representative of the confidential nature of the Confidential Information, and shall require such Representative to agree to maintain the confidentiality of the Confidential Information and to be bound by terms of confidentiality at least as restrictive as the terms of this Agreement. Additionally, except as required by law, neither Party shall, and each Party shall direct its representatives to not, disclose to any person (i) the fact that Confidential Information has been made available to H.I.G. and its Representatives, (ii) the fact that the Parties are in discussions regarding the Transaction, or (iii) the terms and conditions of such discussions, including the status thereof. 4. No Export. H.I.G. will not export, directly or indirectly, any Confidential information acquired from COMVERGE pursuant to this Agreement, or any product utilizing such Confidential information, to any country, or any company located in any country, for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining written consent from COMVERGE and the appropriate license. 5. Standard of Protection. For the purpose of complying with the obligations set forth herein, H.I.G. shall use a reasonable standard of care, no less than efforts commensurate with those that it employs for the protection of its own confidential and sensitive information. 6. Compliance with Legal Process. In the event that H.I.G. or its Representatives is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or by applicable statutes, regulations or laws, including but not limited to the rules of any securities trading exchange or securities quotation system, or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, to disclose an<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes no<|eot_id|> <|start_header_id|>assistant<|end_header_id|>t to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the informat<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> the Transaction. 5. Representatives. The Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. The Receiving Party will be responsible for any breach of this Agreement by any of its Representatives. 6. Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party. 7. Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals. 8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party. Kennetik Al<|eot_id|> <|start_header_id|>assistant<|end_header_id|>exander Londo, CCO 8400 Normandale Lake Blvd. Suite 920 Minneapolis, MN 55437 Phone number: (612) 405-8999 9. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 years from the date hereof. 10. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties. 11. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Minnesota for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts. 12. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> PCII disclosed to unauthorized persons at Contractor’s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by the TJPA, the prevailing party in such legal action shall be entitled to reasonable attorney’s fees and costs. Furthermore, Contractor agrees to indemnify the TJPA for any expenses or damages (including attorney’s fees or costs) incurred by the TJPA arising out of or relating to the Contractor and/or Designated Individual’s unauthorized disclosure of Confidential Information, SSI, and/or PCII. 8. Duration And Survival Of Confidentiality Obligations. The obligations under this Agreement shall be perpetual (unless otherwise provided for herein) or until such time as the information is no longer considered Confidential Information, SSI, or PC<|eot_id|> <|start_header_id|>assistant<|end_header_id|>II and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA. 9. Severability. Each provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement. 11. Modification. This Agreement may not be changed, modified, discharged, or terminated, except by an instrument in writing signed by the Executive Director of the TJPA or her designee. ACCEPTED AND AGREED: I declare under penalty of perjury under the laws of the United States that I have read, understood, and will comply, in full, with the obligations set forth under this Non-Disclosure Agreement for Bidders and Contractors. DESIGNATED INDIVIDUAL NAME: (typed/printed) CONTRACTOR: (EMPLOYER) SIGNATURE EMAIL: TITLE: DATE: ACKNOWLEDGED: The Designated Individual above is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a Designated Individual of the Contractor and is duly authorized to execute this Agreement. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. CONTRACTOR NAME: (typed/printed) SIGNATURE TITLE: DATE: ADDRESS: BUSINESS LICENSE # PHONE: CONTRACTOR’S LICENSE # EMAIL: WITNESSED: I declare under penalty of perjury under the laws of the United States that the Designated Individual identified above is personally known to me and the information concerning said Designated Individual as set forth above is true and correct. WITNESS NAME: (typed/printed) SIGNATURE DATE SPECIFICATION ISSUE LOG Revision Date A October 31, 2016 SECTION 01 35 70/AT1b – NON DISCLOSURE AGREEMENT ATTACHMENT Plans and Specifications for the Transit Center Project may contain information designated as Sensitive Security Information (SSI). Such Plans and Specifications are available to Bidders who have completed the TJPA’s Non-Disclosure Agreement. This attachment identifies the Plans and Specifications for the Bus Storage project containing SSI. Section/Plan Title SE-0000 Security & Fire Alarm Index – Bus Storage Project – SSI SE-0001 Security & Fire Alarm General Notes – Bus Storage Project – SSI SE-0002 Security & Fire Alarm Legend – Bus Storage Project – SSI SE-0003 Security & Fire Alarm Abbreviations – Bus Storage Project – SSI SE-2003 Security & Fire Alarm Enlarged Site Plan - South – Bus Storage Project – SSI SE-2004 Security & Fire Alarm Enlarged Plan - North – Bus Storage Project – SSI SE-2005 Security & Fire Alarm Enlarged Plans – Bus Storage Project – SSI SE-5001 Fire Alarm Details & Single Line Diagram – Bus Storage Project – SSI SE-5002 Security Details – Bus Storage Project – SSI SE-5003 CCTV Details – Bus Storage Project – SSI SE-6001 Security Single Line Diagrams – Bus Storage Project – SSI TE-1000 Telecommunications Site Plan Overall – Bus Storage Project – SSI TE-5001 Tele<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>to any disclosure by Receiving Company to such Representatives, that (i) such Representatives shall be informed by the Receiving Company of the confidential and proprietary nature of the Confidential Information and the requirement that the same shall not be used other than for the purpose described above; (ii) such Representatives shall be required to agree to and be bound by the terms of this Agreement as a condition of receiving the Confidential Information; and (iii) in any event, the Receiving Company shall be liable for any breach of the terms of this Agreement by any of its Representatives as if such Representatives were a Receiving Party hereunder. The Receiving Company shall not (and shall cause its Representatives not to) disclose the Confidential Information to any person other than as permitted hereby, and the Receiving Company shall (and shall cause its Representatives to) safeguard the Confidential Information from unauthorized use or disclosure by using at least the same degree of care that the Receiving Company uses in connection with its own confidential information of similar kind (but in any event no less than a reasonable degree of care). (b) For purposes of this Agreement, (i) a person’s “Representatives” shall be the Affiliates, and the officers, directors, managers, members, shareholders, partners, employees, agents, representatives, consultants, principals, attorneys, accountants, advisors and potential financing sources, of such person, and of each of their Affiliates; (ii) the term “person” shall be interpreted broadly to include, without limitation, any entity, company, corporation, trust, group, limited liability company, partnership or individual; and (iii) the term “Affiliate” is defined as any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the person specified. For purposes of the term Affiliate, “control” means the power to direct or cause the direction of the management of such person, whether through the ownership of voting securities, by contract, agency, or otherwise. 2. Definition of “Confidential Information”. (a) For purposes of this Agreement, the term “Confidential Information” means, collectively, any and all information, materials or data (whether written, electronic, video or oral) which concerns, relates to, or is associated in any way with Owner, its Affiliates, the Properties or the Transaction, that is disclosed or made available to the Receiving Company or any of its Representatives by Owner, or any of Owner’s Representatives, which is either confidential, proprietary, or otherwise not generally available to the public, including, without limitation, analyses, interpretations, compilations, reports, reservoir data, geologic and geophysical data, maps, models, financial data, economic data, commercial data, contractual data, environmental data, marketing data, operational data, engineering data, and other information, documents, materials and data, as well as any copies, notes, reports, analyses, compilations, data, studies, excerpts, evaluation materials, summaries or other documents, information, or materials developed or prepared by or on behalf of the Receiving Company or any of its Representatives that include, incorporate, refer to, reflect, are derived from or are based on, in whole or in part, any other Confidential Information. Notwithstanding the foregoing, the following shall not constitute Confidential Information for the purp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>oses of this Agreement: (a) information that is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Company or any of the Receiving Company’s Representatives; (b) information which was already known by the Receiving Company on a non-confidential basis prior to being disclosed or made available to the Receiving Company by Owner or Owner’s Representatives; (c) information which becomes available to the Receiving Company or the Receiving Company’s Representatives on a non-confidential basis from a source other than Owner or any of Owner’s Representatives, provided that such source was not subject to any confidentiality obligation or other prohibition against transmitting the information to the Receiving Company or any of the Receiving Company’s Representatives; and (d) information that is independently developed by the Receiving Company or its Representatives without use of, or reference to, the Confidential Information. (b) Notwithstanding the foregoing in Section 2(a) or anything to the contrary contained herein on the use or disclosure of Confidential Information in this Agreement, Owner acknowledges that (1) the Receiving Company is involved in widespread oil and gas activities and receives confidential information and data from many different sources; (2) its review of the Confidential Information will<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT THIS AGREEMENT [the Agreement] is entered into on this [insert number of day] day of [insert Month and year] by and between: 1. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Disclos-er] and 2. [Insert official name of the potential partner or participant], having its registered of-fice or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Recipient] WHEREAS: The Discloser and Recipient hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (….)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [to evaluate entering into partnership or business collaboration for the purpose of (identify the undertaking intended to perform)] Throughout the aforementioned discussions, the Discloser may share proprietary infor-mation or Confidential Information with the Recipient subject to the terms and cove-nants set forth below. NOW IT IS AGREED AS FOLLOWS: 1. Confidential Information 1.1 For the purposes of this Agreement, Confidential Information means any data or proprietary information of the Discloser that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software pro-grams, source code, object code, flow charts, and databases; (iii) any marketing strategies, plans, financial information, or projections, opera-tions, sales estimates, business plans and performance results relating to the Discloser’s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies; (iv) trade secrets; plans for products or services, and customer or supplier lists; (v) any other information that should reasonably be recognized as Confidential Information by the Discloser. 1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected. 1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Recipient of the confidential nature of the infor-mation. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication. 1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of the Discloser has been developed and obtain<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed through great efforts and shall be re-garded and kept as Confidential Information. 1.5 Notwithstanding the aforementioned Confidential Information shall exclude infor-mation that: (i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser; (iv) becomes publicly available by other means than a breach of the confi-dentiality obligations by the Recipient (not throug<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>d by the Receiving Party. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. Where the Receiving Party uses Confidential Information to maintain or develop software for any per<|eot_id|> <|start_header_id|>assistant<|end_header_id|>son, partnership, joint venture, corporation or other form of enterprise or customer, it shall take all necessary precautions to ensure that such Confidential Information, particularly source code, is not disclosed to these parties, unless specific written permission is obtained from “Black and White Inc” in advance. (b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement). 2. Obligations Regarding Confidential Information (a) Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for ten (10) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, for any reason whatsoever, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. (b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b). (c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party’s employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agre<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 confidential information. 4. 5. The Confidential Information shall remain the property of Writer and shall not be disclosed or revealed by Producer or anyone else except employees of Producer who have a need to know the information in connection with Producer’s evaluation of the Submission, and who have entered into a secrecy agreement with Producer under which such employees are required to keep confidential the Confidential Information of Writer, and such employees shall be advised by Producer of the confidential nature of the information and that the information shall be treated accordingly. Producer shall be liable for any improper disclosure of the Confidential Information by its employees. .6. (i) Producer shall notify Writer of any determination it may arrive at with respect to the further development of the submission, provided, however, that, in doing so, Producer shall not directly or indirectly disclose any Confidential Information to any third party, without the consent of Writer. .(ii) If Producer determines that the Submission cannot be further developed into a Project, within <….> months of the receipt of the Submission, Producer shall within five (5) business days after such determination return any and all Confidential Information to Writer, along with all copies or derivatives thereof and all writings generated by Producer in connection with Producer’s evaluation of the Submission or the Confidential Information. 5. 7. If Producer determines that the Submission is suitable for further development into a Project, Producer and Writer will attempt to agree on a schedule for development, and compensation to Writer for the submission. 6. 8. Other than as specifically provided herein, Producer will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3 hereof, unless and until a further executed agreement is first made between the parties setting forth the terms and conditions under which rights to the Submission and the Confidential Information are to be licensed to, or acquired by, Producer. 7. 9. Writer agrees that it will not contact any party or parties other than Producer concerning the Confidential Information without prior written authorization from Producer during the term of this agreement. .10. Producer’s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expiration or termination of this agreement, provided, however, that Producer’s obligations under paragraphs 3 and 4 of this agreement shall terminate immediately in the event that Writer .shall purposefully disclose the Confidential Information to any other person, firm, or corporation on a non-confidential basis, during the term of this Agreement. 8. 11. Writer hereby expressly warrants that it has the full right and authority to disclose the Confidential Information to Producer, and that no prior public non-confidential disclosure of the Confidential Information ahs been made by<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Writer nor, to the best of Writer’s knowledge, by any other party. 9. 12. Nothing in this agreement shall be deemed a sale or offer for sale of the Submission, and nothing contained herein shall in any way obligate Writer to grant to Producer a license or any other rights, directly or by implication, estoppel or otherwise to the Confidential Information or the Submission. 10. 13. Subject to paragraph 10 above, this agreement shall terminate years from the date of this agreement, unless extended by mutual agreement of the parties. This agreement may be terminated prior to the expiration of from the date this agreement by either Writer or Producer upon thirty (30) days’ written notice to the other parties of an intention to terminate. 11. 14. This agreement sets forth the entire agreement between the parties and may not be amended or modified except by a writing signed by all of the parties. 12. 15. This agreement shall be governed by the laws of the State of California without regard to the conflict of laws provisions thereof. 13. 16. This agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first above written. WRITER PRODUCER By: By: Name: Name: Title: Date: Date:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement (NDA) Between Central Denmark Region Business reg.-no. 29190925 Skottenborg 26 DK-8800 Viborg (hereinafter referred to as ”Central Denmark Region”) and Name: Business reg. no. Address: Country: (hereinafter referred to as “the Tenderer”) (each a "Party" and together the "Parties") this Non-Disclosure Agreement has been entered into in connection with "Udbud, hardware til præhospitale køretøjer (ambulancer, akutlægebiler mv.)". 1. Confidentiality undertakings 1.1 In this Agreement "Confidential Information" shall, with respect to each Party, mean any and all information which a Party, its directors, employees, representatives or advisors, have received or shall receive in connection with the Business Purpose from the other Party (whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise or in other forms) which (i) by its nature should be treated confidentially or (ii) which have been marked or otherwise designated by the disclosing Party as confidential prior to or after disclosure or receipt. Confidential Information shall furthermore include any and all information regarding the existence, nature, subject matter, or progress of or relating to the Business Purpose. However, Confidential Information shall not include such information which (i) is or has become publicly known other than through a breach of a confidentiality obligation, (ii) has been received from an independent third party without any restrictions or obligation of confidentiality, or (iii) which the receiving Party can demonstrate has been independently developed by that Party prior to disclosure. 1.2 In consideration of the Parties’ making available to each other Confidential Information as defin<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed in Sub-clause 1.1, each Party hereby agrees to the following confidentiality undertakings for and on behalf of itself and for and on behalf of the Party’s employees, advisors and representatives: • All Confidential Information received by a Party shall be held in complete confidence by such Party and by the Party’s directors, employees, advisors or representatives, and shall not without the prior written consent of the other Party be used for any purpose other than in connection with the purpose for which such Confidential Information was disclosed or received. • A Party shall not disclose any Confidential Information received by it to any person other than those of Party’s employees, advisors and representatives who are directly concerned with the purpose for which such Confidential Information was disclosed or received and who need to know such Confidential Information. • Each Party shall ensure (i) that all persons mentioned in Paragraph 1.2.2 above are made aware, prior to any disclosure, of the confidential nature of the Confidential Information and of the contents of this Agreement and (ii) [that such persons are bound by confidentially with respect to the Confidential Information as If they were a party to this Agreement. • The Parties shall have in effect and maintain adequa<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. Neither Party shall identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims. 3) Each Party covenants and agrees that it will, during the term of this Non-Disclosure Agreement, keep in confidence, and prevent the disclosure of Proprietary Information to any third party other than those of receiving Party’s (i) employees, agents, representatives, directors or officers (collectively, “Representatives”) who need to know such Proprietary Information for the Purpose. Each Party shall be responsible for any breach of this Non-Disclosure Agreement by itself or its Representatives. A receiving Party shall not be liable for disclosure of any Proprietary Information if the same: A. Was in the public domain at the time it was disclosed, or B. Becomes part of the public domain without breach of this Non-Disclosure Agreement, or C. Is disclosed with the written approval of the other Party, or D. Was alr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eady in the receiving Party’s possession at the time it was disclosed, or E. Was independently developed by the receiving Party, or F. Is or was disclosed by the disclosing Party to a third Party without restriction, or G. Is disclosed to the receiving Party by a third party with no confidentiality obligations to the disclosing Party. If receiving Party is required by applicable law, or by process issued in connection with a judicial or administrative proceeding, to disclose any of disclosing Party’s Proprietary Information, receiving Party shall immediately notify disclosing Party of such legal requirement or the issuance of such process so disclosing Party has the opportunity to seek a protective order. If disclosing Party fails to obtain a protective order, receiving Party may disclose only those pieces of Proprietary Information that it is legally required to disclose. Any Proprietary Information provided by one Party to the other shall be used only in furtherance of the Purpose. Proprietary Information shall be, upon request at any time, destroyed or returned to the disclosing Party, provided that receiving Party may retain one (1) copy of such Proprieta<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth. 2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof. 1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”. 2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter. 3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project. 4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project. 5. The Parties <|eot_id|> <|start_header_id|>assistant<|end_header_id|>agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties. 6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions. 7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”. 8. 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|>h at such time are convertible or exchangeable into or exercisable for shares of common stock of such party shall be deemed to have been so converted, exchanged or exercised; and (iii) "13D Group" shall mean, with respect to the Voting Securities of each party hereto, any group of persons formed for the purpose of acquiring, holding, voting or disposing of such Voting Securities which would required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding. For a period of two (2) years subsequent to the termination of discussions between the parties with respect to the Proposed Transaction, neither party shall, without prior written consent of the other party, directly or indirectly solicit for hire, any person currently employed by the other party (or any of its subsidiaries); provided, however, that the foregoing provision shall not prevent either party, without such consent, from employing any employee who (i) contacts the hiring party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring party or (ii) responds to a mass media solicitation or advertisement consistent with the hiring party's past practices that is not directed at employees of the other party. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>gree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges to the fullest extent available under applicable law. Nothing in this letter agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. If either party hereto shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or in the event that the Disclosing Party, in its sole discretion, so requests or the Proposed Transaction is not consummated by the Receiving Party, the Receiving party shall, upon the Disclosing Party's written request, promptly deliver to the Disclosing Party all Evaluation Material, and, at the Receiving Party's election, return or des<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>refrain from disassembling or decompiling software, or otherwise attempting to reverse engineer the design and function of any of the Confidential Information. The Receiving Party will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information. 9. The parties agree that any product, plan, strategy or other thing or concept jointly developed as a result of, or during, the Negotiations, shall be the joint property of both parties hereto. Neither party shall use, license or otherwise exploit such jointly developed item(s) without the express prior written consent of the other party hereto, which consent shall not be unreasonably withheld or delayed. Notwithstanding the above, any product, plan, strategy or other thing or concept that a party can prove was known by the recipient at the time of the development with the other party or was independently developed shall not be considered a jointly developed item(s). 10. Each party hereby acknowledges that unauthorized disclosure or use of Confidential Information or the Negotiations could cause irreparable harm and significant injury, the extent of which may be difficult to ascertain. Accordingly, each party agrees that each party shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies each party may have. 11. Although the Disclosing Party shall endeavor to provide the other party with information relevant for an evaluation of a Transaction, the Disclosing Party and its advisors have not made, and will not make, any representation or warranty, express or implied, as to the accuracy or completeness of the information being provided. Any and all such representations and warranties shall be only as specifically set forth in a definitive agreement, if one is hereafter executed and delivered in connection with a Transaction. 12. Without the written consent of the other party, neither party nor its affiliates shall not solicit for employment, nor shall it employ or retain or enter into any contract for the provision of personal services during the two (2) year period commencing on the date hereof any person who is employed by the other party as of the date hereof. 13. The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from and against all claims, losses, liabilities, damages, expenses and costs (including, without limitation, reasonable fees for attorneys, expert witnesses and court costs) which result from a breach or threatened breach of this Agreement by the Receiving Party. 14. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, excluding its choice of law rules, and the courts of Fairfax County (if under State law) or the Eastern District of Virginia (if u<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nder Federal law) shall have exclusive jurisdiction and venue of such actions; (b) the prevailing party, as determined by the court, in any action between the parties arising from this Agreement shall be entitled to recover, in addition to any other relief awarded, its costs and expenses incurred in any such proceeding, including reasonable fees for attorneys, expert witnesses and court costs; (c) the Receiving Party's rights under this Agreement may not be assigned to any third party without the Disclosing Party's prior written consent and any attempted or purported assignment of this Agreement without such party's consent shall be void; and (d) this Agreement constitutes the entir<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>lectronic or in oral form, which is either directly or indirectly disclosed to the Vendor or received by the Vendor from ISCA and/or its employees, advisors or consultants, whether or not such information belongs to ISCA, or to a third party. “Effective Date” means the date of commencement of the Parties’ obligations under this Agreement, being []. “IPR” means all copyright, patent rights, design rights, trade marks, layout-design rights, trade secrets, proprietary rights and any other intellectual and industrial property rights whether registered or unregistered, in all countries of the world, and shall include without limitation, any pending patent applications and/or any part thereof. “Limited Purpose” is defined in Recital B. “PDPA” means the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and all subsidiary legislation and guidelines issued pursuant thereto. “Personal Data” shall have the same meaning as that set out in the PDPA. “Services” is defined in Recital A. 2. Confidentiality Obligations 2.1 The Vendor hereby agrees to maintain as confidential and agrees not to use except for the Limited Purpose, any part or the whole of any Confidential Information. 2.2 The Vendor shall: (1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) and purely on a “need to know” basis in furtherance of the Limited Purpose (“Authorised Employees”), and shall not use any Confidential Information for any purpose other than the Limited Purpose; (2) keep all materials and media containing Confidential Information in secure premises which are in the exclusive possession and control of the Vendor and with access restricted to Authorised Employees only (“Controlled Premises”); (3) not store any Confidential Information in any externally accessible computer, server or media, or remove or transmit it outside the Controlled Premises; (4) keep a written record of all copies or reproductions of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (where applicable); and (5) exercise, in relation to the Confidential Information, no lesser security measures and degree of care than those which the Vendor applies to its own confidential information (and which the Vendor warrants as providing adequate protection against any unauthorised disclosure, copying, or use). 2.3 In the event that the Parties do not execute any agreement for the Services or upon demand by ISCA, the Vendor undertakes to forthwith: (1) return all Confidential Information (including all originals and copies) to ISCA; or (2) where (1) is not possible, at IS<|eot_id|> <|start_header_id|>assistant<|end_header_id|>CA’s option, destroy, erase, delete, or securely dispose of such Confidential Information, and to furnish ISCA with a written confirmation, certifying that no copies of the Confidential Information have been made, reproduced, retained, or distributed by itself, its employees, or any third parties, without prejudice to the obligations of confidentiality hereunder. 3. Employee Undertakings 3.1 The Ve<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 representative's use of confidential information.  Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives' unaided memories in the development or deployment of our respective products or services does not create liability under this agreeme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other's confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 60 days' advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year c. time period does not apply if applicable law requires a longer period. 5. General rights, obligations and miscellaneous. a. Law that applies; jurisdiction and venue. The laws of the State of Florida govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in Broward County, Florida. If not, we each consent to exclusive jurisdiction and venue in the Superior Court of Broward County, Florida. b. Non-solicitation- Clients. Each party expressly agrees to non-solicitation of business services with each other’s existing customers. As part of subsequent agreements between Partner and BCG to engage in joint customer business, Partner agrees not to solicit business services from any of BCG’s customers where BCG has engaged Partner on any such customer work orders 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|>ted by the Company before the Merger, (ii) any employee whose employment has been terminated by the Company after the Merger one-hundred eighty (180) days from the date of termination of employment; or (iii) Jesse Miramontes (a current employee of the Company) and any Kennedy family member (including, without limitation, Nancy Kennedy (wife) or John C. Kennedy, IV (son) who are currently employed by the Company). (c) During the Restricted Period, Kennedy shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) During the Restricted Period, Kennedy shall provide written notice as soon as reasonably possible (it being agreed that ninety (90) days prior written notice is acceptable) before (i) Kennedy or any of his Affiliates begin to engage in the Company Business excluding the medical device business or (ii) Kennedy or any of his Affiliates enter into a transaction to acquire the stock or substantially all of the assets of any Person that engages in the Company Business excluding the medical device business. (e) Kennedy acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company. In the event that any covenant contained in this Section should ever be adjudicated to exceed the time, geographic, product, or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) If Kennedy violates any of the provisions of this Section 1, the computation of the time period provided in this Section 1 shall be tolled from the first date of the breach until (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) Kennedy provides satisfactor<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y evidence to the Company that such breach has been terminated. 2. Non-Disclosure Covenants. (a) Kennedy covenants and represents that Kennedy has no interest in or claim to any information, whether or not in writing, of a private, secret, or confidential nature concerning the Company or Autocam (collectively, the “Proprietary Information”). Except as may otherwise be required by law, Kennedy agrees not to, without the Company’s prior written consent, (i) disclose or transfer any Proprietary Information to any Person other than the Company or (ii) use any Proprietary Information for any unauthorized purpose, either during the term of this Agreement or the Restricted Period, unless and until such Proprietary Information has become available to the public generally without fault by Kennedy. (b) Kennedy agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, “Records”), whether created by Kennedy or others, which shall come into Kennedy’s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company. All such Records or copies thereof in Kennedy’s custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, or any other tangible property of Company. (c) Kennedy agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company’s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Kennedy in the course of Company’s business. 3. Other Agreements; Indemnification. Kennedy hereby represents that, except as he has disclosed in writing to Company, Kennedy is not bound by the terms of any agreement with any previous employer or other party to refrain from (i) competing, directly or indirectly, with the business of such previous employer or any other party or (ii) using or disclosing any trade secret or confidential or proprietary information in the course of the Restricted Period. Kennedy further represents that his performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Kennedy in confidence or in trust prior to the date of the Restricted Period, and Kennedy will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. Kennedy hereby indemnifies and agrees to defend and hold the Company harmless from and against any and all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys’ fees and the costs of investigation) resulting or arising directly or indirectly from any breach of the foregoing representations. 4. Necessity of Covenants; Injunctive Relief. Kennedy acknowledges that a breach or threatened breach of this Agreement would give rise to irreparable harm to the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Kennedy of any such obligations, the Comp<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ment will in no matter affect such party's rights to enforce any provision of this Agreement at a subsequent time, and the waiver by either party of any right arising out of any breach will not be construed as a waiver of any right arising out of any subsequent breach. SECTION 4. - NOTICES All notices and other communications hereunder will be in writing and will be either personally delivered or mailed by certified mail, return receipt requested, addressed as follows: To Employee: Jon Satterthwaite 744 N. Arlington Avenue Indianapolis, Indiana 46219 With a copy to: Mr. Robert W. Zentz, Esq. Frank & Kraft 1st Indiana Plaza Indianapolis, Indiana 46204 To the Company: Teleco Acquisition Corp. 9310 Progress Parkway Mentor, Ohio 44060 With a copy to: Melvyn E. Resnick, Esquire Dworken & Bernstein Co., L.P.A. 153 East Erie Street, Suite 304 Painesville, Ohio 44077 Either party may designate a different address pursuant to all written notices to each other party complying as to delivery with the terms of this Section. All such notices and other communications will be effective when deposited in the mail or upon personal delivery, addressed as aforesaid. SECTION 5. - MISCELLANEOUS a) AMENDMENTS. This Agreement may be amended from time to time as the parties desire, so long as such amendments are in writing and executed by the parties hereto. b) ASSIGNMENT. This Agreement is personal services to Shareholder and may not be assigned or transferred by Shareholder to, or the obligations of Shareholder fulfilled by, any other person or entity. Similarly, this Agreement and the rights and obligations thereunder may not be assigned by the Company to any other person or entity, except to any and all successors in interest to the Company or the Company's Affiliates (whether by way of s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ale, exchange, disposition, merger, consolidation, reorganization or otherwise). c) ENTIRE AGREEMENT. This Agreement contains the entire 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|>turned by a certain date, and that no copies of the removed materials or items are to be made without the consent of the Disclosing Party. 7. Return of Confidential Information. Upon the Dis<|eot_id|> <|start_header_id|>assistant<|end_header_id|>closing Party’s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party’s Confidential Information and all copies thereof; provided, however, Receiving Party’s legal department or outside legal counsel may maintain a single copy of Disclosing Party’s Confidential Information for purposes of regulatory compliance and compliance with the terms and conditions of this Agreement. 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, or any breach of the Agreement by the Receiving Party or its Representative, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. 9. No Grant of Rights. Each Party recognizes<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nsaction occurs with respect to Meru. “Competing Transaction” shall mean that a person (as defined by Section 13(d)(3) of the Exchange Act (“Person”)) or “group” (as defined by Section 13(d)(3) of the Exchange Act): (i) enters into an agreement with Meru providing for the merger or consolidation, or any similar transaction, involving Meru in which, following consummation of such transaction, the persons or entities who, immediately prior to such transaction, held the voting securities of Meru (A) do not hold at least 50% of the voting power of the voting securities of at least one of (1) the combined entity or (2) any its direct or indirect parents and (B) do not have the ability to elect a majority of the directors of at least one of (x) the combined entity or (y) any of its direct or indirect controlling parents, (ii) enters into an agreement with Meru providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the assets of Meru, (iii) enters into an agreement with Meru providing for the purchase or other acquisition of, including by way of tender offer, or purchases or otherwise acquires, beneficial ownership of securities representing 50% or more of the voting power of Meru or more than 50% of the assets of Meru, (iv) files with the Securities and Exchange Commission a Schedule TO covering a tender offer providing for the purchase or other acquisition of beneficial ownership of securities representing 50% or more of the voting power of Meru, or (v) who is not a Meru officer, director, stockholder (or any of such persons’ Affiliates) announces or commences a proxy or consent solicitation seeking to elect to the Board of Directors of Meru any persons who are not nominated by the Board of Directors of Meru. 10. Non-Solicitation Period. The Company agrees that for a period of twelve (12) months following the date of this Agreement, it will not solicit and will not permit any of its Affiliates (in each case who is or becomes aware of the possible Transaction or is otherwise provided with Confidential Information) to solicit for employment any Specified Employee (as defined below); provided, however, that this Section 10 will not prevent the Company from (a) causing to be placed any general advertisement or similar notice that is not targeted specifically at employees of Meru or its subsidiaries, (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on their behalf and soliciting the employment of any Specified Employee who is identified by such recru<|eot_id|> <|start_header_id|>assistant<|end_header_id|>iting firm or organization, so long as such recruiting firm or organization is not instructed to target or solicit any Specified Employee of Meru or its subsidiaries, or (c) engaging in employment discussions or hiring a Specified Employee if such Specified Employee initiates contact with the Company by clear and convincing evidence. For purposes of this Section 10, a person shall be deemed to be a “Specified Employee” only if such person meets each of the following: (i) such person is employed by Meru or any of its subsidiaries on the date of this Agreement or becomes employed by Meru or any subsidiary of Meru prior to the Notification Date; (ii) such person’s employment shall not have been involuntarily terminated by Meru or by its subsidiary; and (iii) the Company or its Affiliates shall have learned of the person (or his or her specific skills and competencies) as a consequence of the provision of Confidential Information or negotiation with respect to a Transaction. 11. No Warranty. The parties make no express or implied representation or warranty as to the accuracy or completeness of any of the information furnished to each other or their respective Associates under this Agreement. Only those representations or warranties which are made in a final definitive agreement regarding a Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. Neither party nor any of such party’s Associates shall have any liability to the other party or its Associates relating to or arising from the use of or reliance upon any information or any errors or omissions therein. For purposes of this Section 11, “information” is deemed to include all information furnished by or on behalf of a party or its Associates to the other party or its Associates, regardless of whether such information constitutes “Confidential Information” as defined in Section 1. The parties expressly agree that neither the terms or conditions of this Agreement, nor any discussions held by the parties to address the feasibility of a potential business relationship or business opportunity shall be construed as to prevent either party from pursuing similar discussions with third parties in similar markets or obligate either party to take, continue or forgo any action relating to the above-mentioned discussions. 12. Successors and Assigns: Governing Law and Jurisdiction. This agreement will be binding upon and inure to the benefit of each party and its Associates and their respective heirs, successors and permitted assigns. Any assignment of this agreement without the prior written consent of the other party shall be null and void. 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 entirely within that state, and without regard to conflicts of laws principles of 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. Each party further waives and agrees not to plead that any such action in any such court has been brought in an inconvenient forum. 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. 13. Entire Agreement: Amendment; No Waiver. This agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ter the time of the disclosure hereunder from a third party on a non-confidential basis who did not acquire such information directly or indirectly from the disclosing party under an obligation of confidence; or e) information that is developed by an employee of the receiving party independent of any such disclosure under this Agreement. 2. The receiving party agrees to use at least the same degree of care in maintaining the other party's Proprietary<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Information confidential as it does for maintaining the confidentiality of its own Proprietary Information of a similar nature. 3. The receiving party agrees not to copy any Proprietary Information without the written permission of the disclosing party, and shall return such Proprietary Information and any copies when requested to do so by the disclosing party during the term of this Agreement 4. No license, express or implied, is granted by either party to the other party under any patent, trade secret or copyright now or hereafter owned by either party under this Agreement. 5. This Agreement shall be construed and interpreted, and its performance shall be governed by substantive laws of the state of Connecticut, U.S.A., without recourse to its conflict of laws, rules or principles. 6. Either party upon thirty (30) days notice given in writing to the other party may terminate this Agreement. However, termination of the Agreement will not affect the confidentiality and non-use obligations of either party. AGREED: BALLARD POWER SYSTEMS INC. UCAR CARBON COMPANY INC. By /s/ Keith B. Prater By/s/ R.M. Flowers Name Keith B. Prater Name R.M. Flowers Title Vice President Title Dir.-Worldwide Tech. Date 21Jun96 Date July 2, 1996<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 conduct of Federal programs, or the privacy to which individuals are entitled under Section 552a of Title 5, as amended, but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. This includes information categorized by DHS or other government agencies as: For Official Use Only (FO<|eot_id|> <|start_header_id|>assistant<|end_header_id|>UO); Official Use Only (OUO); Sensitive Homeland Security Information (SHSI); Limited Official Use (LOU); Law Enforcement Sensitive (LES); Safeguarding Information (SGI); Unclassified Controlled Nuclear Information (UCNI); and any other identifier used by other government agencies to categorize information as sensitive but unclassified. I attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of the information to which I am granted access as cited in this Agreement and in accordance with the guidance provided to me relative to the specific category of information. I understand and agree to the following terms and conditions of my access to the information indicated above: 1. I hereby acknowledge that I have received a security indoctrination concerning the nature and protection of information to which I have been pro<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ving party shall cease to use the Confidential Information disclosed to it and shall promptly thereafter return to the disclosing party all written or otherwise documented Confidential Information disclosed to it pursuant to this Agreement, except that <|eot_id|> <|start_header_id|>assistant<|end_header_id|>one copy of all such Confidential Information may be kept for archival purposes and for the purpose of defending against any lawsuits brought by the disclosing party against the Recipient. 3. Recipient acknowledges that any violation of any of the provisions hereof by such party may result in immediate and irreparable damage to other party and agrees that in the event of such violation the other party shall, in addition to any other right, relief or remedy at law, be entitled to any equitable relief that any court of competent jurisdiction may deem just and proper. 4. Recipient agrees to use due care, but in no event less than a reasonable degree of care, to keep Confidential Information disclosed to it pursuant to this Agreement in a safe and secure place that is at least as safe and secure as the place where that party keeps other confidential information that it considers to be valuable and proprietary to itself. 5. Nothing herein constitutes a license or other transfer of rights in respect of either party's interest in any Confidential Information disclosed pursuant to this Agreement. 6. The obligations arising pursuant to this Agreement, including, without limitation, the parties' confidentiality obligations, shall expire on the fifth (5th) <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 will as directed by the Disclosing Party promptly deliver, at the Receiving Party’s expense, to the Disclosing Party or destroy all Confidential Information furnished to the Receiving Party or the Re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ceiving Party’s Representatives by or on behalf of the Disclosing Party pursuant hereto. In the event of such a decision or request, all other Confidential Information prepared by the Receiving Party or on the Receiving Party’s behalf will be returned or destroyed and, upon the Disclosing Party’s request, the Receiving Party will provide the Disclosing Party with prompt written confirmation of the Receiving Party’s compliance with this paragraph; provided, however, that (a) if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material will not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (b) the Receiving Party will not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up; (c) the Receiving Party will not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law; and (d) one copy of all Confidential Information may be kept by the Receiving Party’s outside counsel, if any, and such Confidential Information shall be fully protected by attorney-client privilege. Notwithstanding the return, destruction or continued possession pursuant to the terms of this Section 5 of the Confidential Information, the Receiving Party and the Receiving Party’s Representatives will continue to be bound by the Receiving Party’s obligations of confidentiality and other obligations and agreements hereunder. Section 6. No Agreement. Each Patty understands and agrees that no contract or agreement providing for any Possible Transaction will be deemed to exist between the Parties unless and until a final definitive agreement has been executed and delivered, and each Party hereby waives, in advance, any claims (including breach of contract) in connection with any Possible Transaction unless and until the Parties will have entered into a final definitive agreement. The Parties also agree that unless and until a final <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention. 4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose. 5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded. 6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement. 7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement. 8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. 9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the United Kingdom, and shall be binding upon the parties hereto in United Kingdom and worldwide. 10. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. For and on behalf of For and on behalf of MMGRP Limited [ ] Print Name Print Name Position Position Date: Date: MMGRP Limited, 145 – 157 St Johns Street, London, EC1V 4PW Company Number: 07527443 DPA Registration Number:<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Z2553231 t. +44 (0) 207 873 2421 f. +44 (0) 844 443 2349 e. sales@mmgrp.co.uk<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ts organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and (ii) advising all of its employees, officers, agents and affiliates who gain access to the CONFIDENTIAL INFORMATION of its confidential and proprietary nature. The obligations of this paragraph also apply to the fact of the existence of the CONFIDENTIAL INFORMATION, of this Agreement, and the occurrence of all meetings and communications of the parties that involve CONFIDENTIAL INFORMATION. In the event the RECEIVING PARTY receives in writing an opinion from its outside counsel that it must disclose certain information, prohibited by the terms herein, in order to avoid committing a violation of law, the RECEIVING PARTY may disclose only that information necessary to avoid committing such violation of the law. 6. Discovery. In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose<|eot_id|> <|start_header_id|>assistant<|end_header_id|> any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the DISCLOSING PARTY, the RECEIVING PARTY is nonetheless, in the opinion of counsel, legally compelled to disclose CONFIDENTIAL INFORMATION to any tribunal or else stand liable for contempt or suffer other censure or penalty, the RECEIVING PARTY may, without liability hereunder, disclose to such tribunal only that portion of the CONFIDENTIAL INFORMATION which such counsel advises RECEIVING PARTY is legally required to be disclosed, provided that the RECEIVING PARTY will cooperate with the DISCLOSING PARTY in seeking to preserve the confidentiality of the CONFIDENTIAL INFORMATION before such tribunal. 7. No Use. The RECEIVING PARTY understand and agrees that it is not allowed to sell, license or otherwise exploit any parts, products, services documents or information that embody in whole or in part any CONFIDENTIAL INFORMATION. The furnishing of any CONFIDENTIAL INFORMATION hereunder shall not be construed as the granting of a license under any patent, patent application, copyright, copyright registration, trade secret or other proprietary right by the DISCLOSING PARTY to any person or entity or as implying any obligation other than is specifically stated herein. 8. Limitation. The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION. 9. Return. All CONFIDENTIAL INFORMATION supplied by the DISCLOSING PARTY hereunder and all copies thereof, in whole or in part and on all media, shall be returned to the DISCLOSING PARTY by the RECEIVING PARTY within thirty (30) days upon demand by the DISCLOSING PARTY. All other information and all copies thereof prepared by the RECEIVING PARTY based on the CONFIDENTIAL INFORMATION, shall be either promptly destroyed or returned to the DISCLOSING PARTY upon demand, as determined by the DISCLOSING PARTY within its sole discretion. 10. Duration. This Agreement shall apply to any CONFIDENTIAL INFORMATION that may have been provided to the RECEIVING PARTY prior to or after the date hereof, and shall continue to govern the delivery of CONFIDENTIAL INFORMATION until terminated by written notice from either party to the other, except that the obligations of the parties hereunder with regard to CONFIDENTIAL INFORMATION disclosed prior to termination shall continue for a period for two (2) years thereafter. 11. Injunctive Relief. The RECEIVING PARTY understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use or disclosure of the CONFIDENTIAL INFORMATION and that injunctive relief would be appropriate to prevent any actual or threatened use of disclosure of such CONFIDENTIAL INFORMATION. 12. Liquidated Damages. In case of unauthorized use or disclosure of the CONFIDENTIAL INFORMATION, The DISCLOSING PARTY shall be entitled to liquidated damages in the amount of €10 000 (ten thousand Euro) for each such use or disclosure. Notwithstanding the right to liquidated damages, the DISCLOSING PARTY has the right to take any measures available and to claim and receive a higher amount of compensation if the DISCLOSING PARTY can 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|>nder this Agreement for the benefit of Deere and its Affiliates. “Representative” shall mean any officer, director, employee, contractor, agent, supplier, or advisor of its respective entity. “Affiliate” shall mean any corporation, partnership, or other entity that, either directly or indirectly, controls, is controlled by, or is under common control with a party, where control is defined as having more than a fifty percent (50%) controlling interest. 4. NON-USE. Recipient shall not use Confidential Information except as required to carry out the Purpose under this Agreement. Recipient shall not make copies of Confidential Information in any manner that obstructs or obscures the confidentiality marking of Discloser. This Agreement does not grant Recipient a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Discloser or any related entity, including but not limited to, any name, trade dress, logo or equivalents. 5. CONFIDENTIALITY. Recipient shall take reasonable measures to protect Confidential Information from misuse and unauthorized disclosure, but in no event less than the measures it takes to protect its own confidential information. Prior to disclosure of Confidential Information to Recipient’s contractor, agent, supplier or advisor, Recipient shall ensure that such contractor, agent, supplier or advisor has executed a non-disclosure agreement for the benefit of Green Industrial Supply, Inc. in form and substance equivalent to this Agreement. Recipient shall be responsible for any misuse or unauthorized disclosure of Confidential Information by its Representatives or Representatives of its Affiliates. A disclosure of Confidential Information required under legal process shall not be considered to be a breach of confidentiality by Recipient or a waiver of such obligation by Discloser. Before any such disclosure, however, Recipient shall provide prompt written notice to Discloser to enable it to seek a protective order or prevent disclosure. 6. RETURN OF MATERIALS. All forms of Confidential Information, tangible and electronic, and all copies thereof, shall be and remain the sole and exclusive property of Discloser, and shall be promptly returned or destroyed by Recipient upon the earlier of the written request of Discloser or the termination of this Agreement. Except as noted in the immediately following sentence, Confidential Information contained in electronically archived notes, reports, correspondences, emails, and other business records prepared by Recipient in connection with the Purpose under this Agreement need not be returned or destroyed, but shall be subject to all other terms of this Agreement. Confidential Information in the form of schematics, prints, drawings, formulations, and descriptions of processes and know-how, and the like, must be returned to Discloser or destroyed pursuant to this Section 6. 7. TERM AND TERMINATION. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential 8. REPRESENTATIONS AND WARRANTIES. ALL CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT IS PROVIDED TO RECIPIENT “AS-IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Both parties represent and warrant they will comply with all applicable federal, state and local laws, rules, regulations, statutes, ordinances, codes, orders and/or programs (whether in effect as of the Effective Date of this Agreement or enacted during the term of this Agreement). 9. NO ADDITIONAL OBLIGATIONS. This Agreement shall not be interpreted to obli<|eot_id|> <|start_header_id|>assistant<|end_header_id|>gate any party to provide or accept any Confidential Information to or from any other party, or to enter into any further contract or arrangement with any other party, or to purchase or sell any products or services from or to any other party, or to create any joint-venture or partnership. 10. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree not to assign any rights or delegate any duties under this Agreement without the other party’s prior written consent, and any attempt to do so is void and has no effect. 11. LAW AND VENUE. The laws of the State of Iowa, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Agreement. The parties consent to the exclusive jurisdiction of, and forum and/or venue in, any federal or state court of competent jurisdiction located in Iowa for the purposes of adjudicating any matter arising out of or relating to this Agreement. Litigation or legal proceedings which arise out of or relate to this Agreement are to be conducted before a judge and not a jury. 12. SEVERABILITY AND WAIVER. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, so long as the essential terms and conditions of this Agreement reflect the original intent of the parties and remain valid, legal, and enforceable. The failure of a party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given. 13. REMEDIES. It is agreed that monetary damages may not be a sufficient remedy for breach of this Agreement. Discloser is entitled to seek injunctive relief without proof of actual damages. In addition, Discloser may seek other appropriate relief, including monetary damages. Unless stated otherwise, all remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise. 14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior oral agreements, arrangements and understandings relating to the Purpose provided<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> court costs, to such reasonable attorney fees, expert witness fees and legal expenses as shall be fixed by a court of competent jurisdiction. Subject to the provision of paragraph IV(C), this Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the courts of said state, and Contractor hereby expressly submits to the jurisdiction of said courts. E. Nothing in this Agreement shall limit the remedies available to the Company. Specifically, and without limitation, wherever Contractor has agreed to execute assignment or other documents for the benefit of the Company, Contractor hereby irrevocably appoints the Company as our attorney-in-fact for the limited purpose of executing any and all such documents and performing any and all other acts necessary to give effect and legality to the provisions of this Agreement. F. Wherever necessary to carry out the intent of the parties, certain provisions of this Agreement, including, without limitation, Sections I; II; III.A, C, D; IV; V; VI; and VII shall survive the termination of our work for the Company and shall continue in full force and effect. G. Contractor acknowledges that this Agreement is in consideration of our work with the Company, whether executed before, at, or following our initial work therewith. Contractor further ac<|eot_id|> <|start_header_id|>assistant<|end_header_id|>knowledges that this Agreement does not create any obligation for our continued work with the Company. H. This Agreement contains the entire understanding between Contractor and the Company with respect to the subject matter hereof, and there are no representations, warranties, promises or undertakings other than those contained in the provisions above. INDEPENDENT CONTRACTOR: Date: (Signature) Thomas P. Meola, CPA Managing Member Tailor Made Business Solutions, PLLC Date: (Signature) Erik J. Cooper Chairman & CEO Capital Group Holdings, Inc.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Preamble This Agreement is made within the framework of the ILDA-care project (ILDA-care stands for Intelligent Logistics, Digitalisation and Automated Workflows for the Homecare and Nursing homes sector) project. Parties of this Agreement This Agreement is between the following Parties: (Insert official names of the applicant team members) 1. …………………………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………………………... , hereafter referred to as applicant/disclosing party 2. Project partner BioRegio STERN Management GmbH, Germany, hereafter referred to as receiving Party 3. Project partner Welfare Tech, Denmark, hereafter referred to as receiving Party These Parties are hereafter jointly referred or individually referred to as Parties or Party, relating to the ILDA-care business case award application entitled: (Insert title of the idea as described in the application form) …………………………………………………………………………………………………………………………………………………. ,hereafter referred to as the action. THE PARTIES HERETO AGREE AS FOLLOWS: 1. Confidential Information 1.1 For the purposes of this Agreement, Confidential Information means any data or information that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (ii) any concepts, ideas, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases; (iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Party’s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies; (iv) trade secrets; plans for products or services, and customer or supplier lists; (v) any other information that should reasonably be recognised as Confidential Information by the Parties. 1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected. 1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication. 1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information. 1.5 For the purposes of this Agreement, the Party which discloses Confidential Information within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Information shall be regarded as the Receiving Party. 1.6 Notwithstanding the aforementioned, Confidential Information shall e<|eot_id|> <|start_header_id|>assistant<|end_header_id|>xclude information that: (i) is already in the public domain at the time of disclosure by the Disclosing Party to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Disclosing Party; (iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Receiving Party (not through fault or failure to act by the Receiving Party); (v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Parties. 2. Purpose of the Disclosure of Confidential Information The purpose of this Agreement is to specify the relationship between the Parties, in particular concerning the execution of the work between the Parties and the rights and obligations of the Parties, with respect to the offered Business case award funded within the framework of the ILDA-care project. 3. Undertakings of the Parties 3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Non-Disclosure Agreement Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party. 3.2 The Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence, the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein. 3.5 The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and 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|>bjects and other materials that is generally available to the public, or become generally available to the public other than as a breach of this Non-disclosure Agreement; 4.1.2 information that is already lawfully in the possession of one of the parties hereto prior to the effective date of this Non-disclosure Agreement, without having been obtained from the other party or one of its affiliated companies; 4.1.3 information that is received by one of the parties hereto from a third party after the effective date of this Non-disclosure Agreement, provided this third party has not violated any Non-disclosure Agreement; 4.1.4 information the publication of which is required by statute and/or common law; 4.1.5 information that the receiving party, as evidenced by written records, has independently acquired or developed; Nevertheless, each party shall keep the use of the information by the other party secret from third parties. 5. Disclosure to Employees and Affiliated Companies 5.1 Each party shall make available confidential information to its employees only in so far as the employees need it to fulfil the purpose as set out in 1. above. It will ensure that these employees are equally obliged to observe secrecy, whereby the obligation shall survive the termination of their respective employment contracts. 5.2 Disclosure of confidential information to affiliated companies is permitted under the conditions laid out in 5.1 above. 6. No License 6.1 The intellectual property rights (where applicable) relating to any confidential information disclosed in terms of this agreement shall remain the property of the Disclosing Party and the disclosure shall not confer any license or right to such information on the Recipient. 7. Governing La<|eot_id|> <|start_header_id|>assistant<|end_header_id|>w 7.1 This Agreement shall be construed in accordance with and governed by the laws of the Republic of South Africa. 8. Place of Jurisdiction 8.1 The parties hereby submit to the non-exclusive jurisdiction of the Durban and Coastal Local Division of the High Court of South Africa. Place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Durban, South Africa. 9. Liabilities 9.1 Any claim for damages to be limited to actual damages. The parties shall not be liable for any consequential or indirect damages, including but not limited to loss of profits, goodwill or customs. 10. Written Form 10.1 No oral side agreements have been made. Any changes or additions to this Agreement must be made in writing to be effective. The written form requirement shall not be fulfilled by the use of emails. 11. Addresses 11.1 For the purpose of this agreement, the parties choose their domicilia citandi et executandi and postal addresses as follows: 11.1.1 GWI Project Managers, Physical: 41 Richefond Circle Ridgeside Office Park Umhlanga DURBAN South Africa Postal: P.O. Box 4027 The Square 4021 11.1.2 ………… Physical: ………………………………….., ………………………………….. Postal: …………………………………… 11.1.3 Any party may change that party’s address, by prior notice in writing to the other party. 11.1.4 If any notice is to be sent by mail, it shall be sent by prepaid registered mail and shall then be deemed until and unless the contrary is proved, to have been received 10 (ten) days after the date of posting. 11.1.5 If any notice is sent by telefax, it will be deemed, until and unless the contrary is proved, to have been received on the date recorded on the transmission slip. 11.1.6 If any notice is delivered by hand, it will be deemed to have been received on proof of the date of delivery. Signed at on this the day of 2015 Signature: Name: for ………………………………………………….. Duly authorised Signed at on this the day of 2015 Signature: Name: for GWI Project Managers.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>indoctrination concerning the nature and protection of information to which I have been provided conditional access, including the procedures to be followed in ascertaining whether other persons to whom I contemplate disclosing this information have been approved for access to it, and that I understand these procedures. 2. By being granted conditional access to the information indicated above, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement and the laws, regulations, and directives applicable to the specifi c categories of information to which I am granted access. 3. I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specifi c categories of information to which I am granted access. I understand that the United States Government may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement. 4. I will not disclose or release any information provided to me pursuant to this Agreement without proper authority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in accordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority. 5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession. (2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) up<|eot_id|> <|start_header_id|>assistant<|end_header_id|>on demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager’s designee. I agree that if I use information from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 investigative demand or similar process) to disclose all or any part of the Evaluation Materials, we or our 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 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) we or our representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which we are advised by counsel is legally required to be disclosed, and shall exercise our best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) we shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by us or our representatives not permitted by this Agreement. Non-Disclosure The disclosure of our possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, we agree that prior to the execution of a Sale Agreement with respect to the closing of a Possible Transaction, without the prior written consent of the Company, we will not, and we will direct our representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between us and the Company or any to the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof unless we are advised by counsel that we are required to make such disclosure. 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, we 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. No Unauthorized Contact During the course of our evaluation, all inquiries and other communications are to be made directly to JPM or employees or representatives of the Company specified by JPM. Accordingly, we agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the expres<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s consent of JPM, with the exception of direct communication between our chairman and the Company's chairman. We also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by us and such third party without JPM's prior written consent provided that the foregoing undertaking shall not prevent us from soliciting, on a confidential basis, indications of intent form selected third parties for the purchase of portions of the Company. For a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had 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|>Exhibit (d)(2) December 7, 2012 JAB Beech Inc. 2200 Pennsylvania Avenue, NW Washington, DC 20052 Non-Disclosure Agreement Ladies and Gentlemen: In connection with a possible negotiated transaction (the “Possible Transaction”) with Caribou Coffee Company, Inc., a Minnesota corporation (the “Seller”), the Seller expects to make available to JAB Beech Inc. (“you” or, together with Seller, the “parties”) certain information concerning itself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the stockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source that the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed (collectively, “Representatives”), you agree to treat any information concerning the Seller (whether prepared by the Seller, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to you or your Representatives now or in the future by or on behalf of the Seller (herein collectively referred to as the “Evaluation Material”) in accordance with, and subject to, the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall include information (including historical financial information that has not been publicly disclosed) concerning Seller pertaining to legal and regulatory matters, customers, depositors, vendors, projections, forecasts or investments, and all records, notes, computer data, analyses, compilations, studies, reports, interpretations or other documents to the extent containing, in whole or in part, the information furnished to you or your Representatives by or on behalf of the Seller, provided, that the term “Evaluation Material” does not include information which (1) is or becomes generally available to the public other than as result of a breach of this Agreement by you or your Representatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Seller, provided that the source of such information was not known after reasonable due inquiry by you to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the Seller or any other party with respect to such information, or (iii) is independently developed by you or by others on your behalf without violating any of your obligations under this Agreement, or (iv) becomes available to you on a non-confidential basis from a source other than the Seller or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller or another party. 2. Use of Evaluation Material. You agree that you and your Representatives will use the Evaluation Material solely for the purpose of proposing, evaluating, negotiating and consummating a Possible Transaction in accordance with the terms of this Agreement (the “Evaluation”) and that any other use of the Evaluation Material will constitute a breach of this Agreement. You agree to keep the Evaluation Material strictly confidential and not to use or disclose the Evaluation Material without the prior written consent of the Seller, except that, subject to the provisions hereof, you may disclose Evaluation Material to your Representatives to the extent that they need to know such Evaluation Material for purposes of the Evaluation, provided such Representati<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ves are informed of the confidential nature of the Evaluation Material and the material terms of this Agreement and agree to be bound by the confidentiality provisions hereof (it being understood that, except in the case of financing sources, the foregoing shall not require any agreement in writing), and provided further that you shall be responsible for any unauthorized use or disclosure of Evaluation Material by your Representatives. You shall not make more copies of the Evaluation Material than are reasonably necessary to perform the Evaluation. 3. Non-Disclosure of Possible Transaction. Except as set forth elsewhere in this Agreement, each of the parties hereby acknowledges and agrees that, without the other party’s prior written consent, it will not disclose to any third party the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, or that discussions are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect thereto. 4. Required Disclosure of Evaluation Material. In the event that (i) you or any of your Representatives are requested or required by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which your securities are listed or quoted, to disclose any of the Evaluation Material or (ii) either party or any of its Representatives are requested or required by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which its securities are listed or quoted, to disclose that discussions are taking place concerning the Possible Transaction, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>. Irreparable Injury; Injunctive Relief. The Company acknowledges that any unauthorized or wrongful disclosure or use of Confidential Information by the Company, including the Company’s Representatives, or any other breach by the Company, may result in irreparable injury to ABRH that is not adequately compensable in monetary damages. Accordingly, the Company acknowledges that in the event of a breach of this Agreement, ABRH shall be entitled to seek injunctive relief in any court of competent jurisdiction without the need to post any bond and in addition to any other remedy available at law or in equity. The Company will not raise the defense of an adequate remedy at law in the event that ABRH seeks injunctive relief in the event of a breach of this Agreement by the Company. 8. Miscellaneous. (a) Assignment. This Agreement may not be delegated or otherwise assigned in whole or in part by the Company without the prior written consent of ABRH. This Agreement is binding on and enforceable by each party’s permitted successors and assignees. Any assignment or delegation in violation of this paragraph is null and void. (b) Governing Law. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws principles. The<|eot_id|> <|start_header_id|>assistant<|end_header_id|> parties irrevocably consent to the jurisdiction of the courts of the State of Colorado and of any federal court located within the State of Colorado for all purposes in connection with any action or proceeding that is brought by ABRH that arises out of this Agreement. (c) Modification and Waiver. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions, and correspondences, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by a duly authorized representative of each party. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party. (d) Severability and Integration. Inapplicability, illegality, or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ereof will remain in full force and effect and will be liberally construed to carry out the provisions and intent hereof. 10. Term and Survival. 10.1. This Agreement will commence upon the Effective Date and terminate on the expiry or termination of any engagement in relation to the Subject Matter between the Parties. Upon termination or expiry of this Agreement, the Recipient (i) will cease to use the Confidential Information received from the Discloser, (ii) within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all original Confidential Information thereof then in its possession or control, (iii) if the Discloser requests in writing, within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all copies of the Confidential Information requested by the Discloser, (iv) if no request from the Discloser has been received within thirty (30) days of the termination or expiry of this agreement for the return of any copies of the Confidential Information, will destroy all copies thereof then in its possession or control and (v) upon the written request of the Discloser, will furnish the Discloser with written certification of such destruction. 10.2. The obligations of confidentiality and restricted use contained herein will survive for a period of five (5) years from the date of re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ceipt of any Confidential Information from the Discloser under this Agreement. 11. Counterparts. This Agreement may be executed by facsimile or other electronic means, in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first set forth above. HACCPCanada Foodsafety Inc. Enter Company Name Chief Executive Officer Enter Signor Name Enter Signor 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|>trictly confidential and will not (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 2 below), without the prior written consent of the other party, disclose any Information in any manner whatsoever, and (ii) will not use any Information other than in connection with the Transaction; provided, however, that the Parties may reveal the Information to their Representatives (a) who need to know the Information for the purpose of evaluating the Transaction, (b) who are informed by the Parties of the confidential nature of the Information and are provided with a copy of this Agreement, (c) who agree not to disclose any of the Information to any other party and (d) who agree to act in accordance with the terms of this letter agreement to the same extent as if they were parties hereto. The Parties will cause their Representatives to observe the terms of this letter agreement, and they will be responsible for any breach of this agreement by any of their Representatives. 2. In the event that the Parties or any of their Representatives are requested pursuant to, or required by, applicable law, regulation, rules of any national stock exchange, or legal process to disclose any of the Information, the Parties must notify each other promptly so that they may seek a protective order or other appropriate remedy or, in the sole discretion of the party that initially furnished such Information, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or that the Parties waive compliance with the terms of this letter agreement, the Parties will furnish only that portion of the Information which they are advised by counsel is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. 3. If COMPANY or COMSYS determines not to proceed with the Transaction, they will promptly inform the other Party of that decision and, in that case, and at any time upon request of COMPANY or COMSYS or any of their Representatives, the other party will either (i) promptly destroy all copies of the written Information in its or its Representatives’ possession and confirm such destruction to the initiating company in writing or (ii) promptly deliver to the initiator of such action all copies of the written Information in its or its Representatives’ possession. Any oral Information will continue to be subject to the terms of this letter agreement. Notwithstanding anything contained in the foregoing to the contrary, either Party may retain in the files of its legal counsel such documents and records as are required to be maintained in order to satisfy any law, rule, or regulation to which the Party is subject or for the purpose of determining its continuing obligations under this Agreement, including any rule of any nationa<|eot_id|> <|start_header_id|>assistant<|end_header_id|>l stock exchange. Furthermore, if a legal proceeding has been instituted to seek disclosure of the Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered. 4. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this Agreement, including the fact that any such discussions have taken or are taking place, or any proposal relating thereto, including the terms and conditions thereof, without the prior written consent of the other Party. Notwithstanding any term or implication herein to the contrary, either Party may disclose Information and any of the information described in the preceding paragraph to the extent such Party determines in good faith upon advice of counsel that such disclosure is required in connection with such Party’s disclosure responsibilities under the securities laws (including regulations, rules and interpretations promulgated or issued by a regulatory body), so long as such Party gives the other party such prior notice of such disclosure, and such opportunity to review, comment on, and lawfully limit the proposed disclosure, as is reasonably available under the circumstances. 5. The Parties hereby acknowledge that, unless and until a definitive agreement between COMPANY and COMSYS with respect to any Transaction has been executed and delivered, neither the COMPANY nor COMSYS<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>is reached, it is in the Franchisor’s best interest to make the confidential information available to the potential Franchisee so that the latter may evaluate any transaction. AS A RESULT, THE PRESENT AGREEMENT ATTESTS THAT, in light of the above and considering the Agreements and obligations described below, as well as considering the payment of a nominal fee of 1 dollar ($ 1.00) by the Franchisor to the potential Franchisee (the reception and validity of which are recognized by the present Agreement), the involved parties mutually agree to the following: 1. Definitions: In this document, the following terms will have the following definitions: (a) “Third person” includes, but is not limited to, any person, company, association, organization, union, corporation, and any other entity or individual; (b) “Confidential information” refers to and encompasses any information acquired or received by the potential Franchisee from or concerning the Franchisor, including, without limiting the generality of the foregoing: i. any information concerning the Franchise, even if this information is known or available to the general public; ii. any information or data concerning the Franchise and the Franchisor; iii. any financial information concerning the Franchise and the Franchisor; iv. the present confidentiality Agreement. 2. Non-disclosure: The potential Franchisee recognizes that any confidential information could be used to the detriment of the Franchisor and the Franchise, and that the Franchisee disclosing any confidential information could cause irreparable damage to the Franchisor and the Franchise. The potential Franchisee hereby agrees to respect unconditionally the confidential nature of all confidential information and to never disclose or communicate any confidential information to a third party, be it directly or indirectly, or knowingly use this information for any purpose whatsoever, except with the Franchisor’s written consent. Furthermore, the potential Franchisee agrees to not discuss or communicate any aspect whatsoever of the confidential information, be it directly or indirectly, to any agent, director, employee, or any other representative EXCEPT if these individuals (i) have been informed of the confidential nature of the information and (ii) have duly completed and signed the certificate presented in Annex “A”. The potential Franchisee will be held accountable for any violation of this Agreement committed by their directors, agents, employees, representatives, and other professional representatives. 3. Necessary measures: The potential Franchisee agrees to take the necessary measures to ensure that the provisions of the present Agreement are respected to the same or greater degree that they would reasonably expect the confidentiality of their own information of the same nature to be respected. 4. Return of confidential information: All documents, letters, reports, protocols, notes, journals, drawings, plans, maps, sketches, spreadsheets, data, and any other written material, correspondence, archive, or e-mail (including any electronic material) containing confidential information, as well as any copies of these materials, must be returned by the potential Franchisee upon written request to do so from the Franchisor or at any time at the Franchisor’s discretion. Any copies of the materials that may have been made must be destroyed (subject to applicable laws and in consideration of req<|eot_id|> <|start_header_id|>assistant<|end_header_id|>uirements for internal auditing, in which case the provisions of the present Agreement will continue to be applied to the confidential information which remains to be processed) in compliance with the procedure determined by the Franchisor concerning the destruction of similar confidential material. 5. Claim for injunction: The potential Franchisee agrees that, in the event of a real or possible violation of any provision of the present Agreement by the Franchisee, the Franchisor has the right to seek an injunction in order to stop or prevent any violation of the present Agreement by the potential Franchisee, as well as the right to pursue without restriction any duty, right, or recourse legally available to the Franchisor. 6. Severability: If any condition, term, or provision of the present Agreement is deemed void, invalid, or unenforceable, in whole or in part, that condition, term, or provision will be considered dissociated from the conditions, terms, provisions, and valid sections of the present Agreement. The severability of this condition, term, or provision will in no way impact the validity of any other condition, term, or provision of the present Agreement, which will remain in full force and effect. 7. License of rights: All parties agree that the present Agreement is in no way transferable or assignable by the potential Franchisee, except with the Franchisor’s written consent. 8. Applicable law: The present Agreement shall remain subject to the laws of the province of New Brunswick, the courts of the province of New Brunswick having sole jurisdiction in respect of any action or proceeding arising out of the present Agreement. 9. Applicat<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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) at Premisys' election, take any combination of steps (i) and (ii). Prior to the expiration of the f<|eot_id|> <|start_header_id|>assistant<|end_header_id|>oregoing twenty (20) period, Recipient shall certify in writing to Premisys that it has complied with its obligations under this Section 5 (a "COMPLIANCE CERTIFICATE"). Notwithstanding the provisions of this Section 5, if Recipient receives a Termination Notice, it shall not be required to return or destroy Confidential Materials to the extent that, in the reasonable opinion of legal counsel for such party, such return or destruction violates any law or regulation; PROVIDED, HOWEVER, that in such event Recipient shall describe in its Compliance Certificate the extent to which it 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|>dential data of TPI relating to composite materials and/or other products that TPI has obtained, designed, manufactured or developed for use in the wind energy, transportation or military markets; WHEREAS, TPI is willing to provide [Inse<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rt Company] certain confidential and proprietary data relating to the above-referenced technology and processes; and WHEREAS, the Parties desire to define and set out the terms and conditions which prevent each of the Parties from any unlawful or unauthorized disclosure of confidential and proprietary information as stipulated hereinbelow. NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the Parties agree as follows: 1. “Proprietary Information,” as used herein, shall mean any and all samples, formula, methods, know-how, technology, software, material, engineering data, specifications, sketches, drawings, schematics, designs, manufacturing processes, test results, compilations, and any other material, information, ideas, concepts or knowledge which a party (the “Disclosing Party”) furnishes to another party (the “Receiving Party”): (i) in written or other tangible form whether marked with a proprietary legend or not, or (ii) in oral or visual form that is identified as proprietary at the time of disclosure and is summarized and designated proprietary in a written memorandum delivered to Receiving Party within thirty (30) days of the disclosure. Examples of such Proprietary Information include, but are not limited to, pricing, computer programs, computer code, modules, scripts, algorithms, features, and modes 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|>l obligation it may have. 19. Multiple Counterparts. This Agreement may be executed in any number of counterparts, and the Parties may execute and exchange facsimile copies of this Agreement, all of which taken together shall constitute one agreement. 20. Insider Trading. Each Party acknowledges that (a) the Disclosing Party’s Confidential Information may represent material, non-public information of the Disclosing Party; (b) federal securities laws prohibit anyone who is in possession of material, non-public information from purchasing or selling the Disclosing Party’s securities on the basis of material, non-public information of the Disclosing Party; and (c) each Party shall comply with all applicable securities laws and regulations with respect to material, non-public information of the Disclosing Party disclosed under this Agreement. 21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators and permitted assigns. Neither Party may assign this Agreement in whole or in part or delegate its obligations under this Agreement in whole or in part without the prior written consent of the other Party. 22. Press Releases; Use of Trademarks. Neither Party shall (a) issue a press release or make any other public statement that references this Agreement, or (b) use the other Party’s names or trademarks for publicity or adverti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>sing purposes, except with the prior written consent of the other Party. 23. Amendment; Modification. This Agreement may not be amended, modified, altered or supplemented except by a writing signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives on the date set forth above. NEW RIVER PHARMACEUTICALS INC. L.E.K. CONSULTING LLC By: -s- Randal J. Kirk By: -s- Jon Piper Name: Randal J. Kirk Name: Jon Piper Title: President & CEO Title: Vice President SHIRE PHARMACEUTICALS, INC By: -s- XXXXX Name: Scott Applebaum Title: Secretary<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>lity. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainde<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement. 19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either of the Parties by virtue of the authorship at any of the provisions of this Agreement. 20. Term. This Agreement, and all obligations and other provisions hereunder, shall terminate two years after the date of this Agreement. 21. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter. 22. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument. 23. Consent to Representation. This agreement also constitutes notice to Recipient that Provider has engaged DLA Piper LLP (US) as its legal counsel in connection with the Possible Transaction, and Recipient hereby (i) consents to the continued representation of Provider by DLA Piper LLP (US) in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Recipient and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) that may arise from its representation of Provider in connection with the Possible Transaction, including but not limited to representing Provider against Recipient and/or its affiliates in litigation, arbitration, or mediation in connection therewith. In addition, Recipient hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Recipient has obtained independent legal advice with respect to this consent and waiver. Recipient further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US), and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. If Recipient has any questions regarding this paragraph, please contact Michael Kagnoff at DLA Piper LLP (US) at (858) 638-6722 or michael.kagnoff@dlapiper.com. DLA Piper LLP (US) is an express third party beneficiary of this paragraph. IN WITNESS WHEREOF, each of the undersigned entitles has caused this Agreement to be signed by its duly authorized representative as of the date written below. THE ACTIVE NETWORK, INC. ADDRESS FOR NOTICE: 10182 Telesis Court San Diego, California 92121 Attn: Jon Belmonte Interim Chief Executive Officer By: LOGO Name: Jon Belmonte Ti<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 to the Recipient on a non-confidential basis from any source other than the Company or its Representatives, which source has represented to the Recipient (and that the Recipient reasonably believes after due inquiry) that such source is entitled to disclose such information without the Recipient being bound by any obligation of confidentiality, provided that upon the Recipient becoming aware that such information is Confidential Information that the source was not entitled to disclose, this Agreement shall thereafter apply to such Confidential Information. The term “Derivative Materials” refers to all summaries, analyses, compilations, data, studies or other documents prepared by the Recipient (i) containing, or based in whole or in part on, any Confidential Information provided by the Company or its Representatives, or (ii) reflecting the Recipient’s review of the Company or the Recipient’s interest in the Matter. The term “Person” refers to any natural person, corporation, limited liability company, partnership, trust or other legal entity. The term “Representatives” refers to a Person’s directors, officers, employees, attorneys, accountants, consultants, financial advisors and other agents and representatives. The term “Re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>cipient” shall include (i) the Recipient, (ii) its affiliates, subsidiaries, and divisions, (iii) any Person that directly or indirectly, through intermediaries or otherwise, controls or owns a controlling interest in the Recipient and (iv) the Representatives of any of the foregoing Persons. ARTICLE II CONFIDENTIALITY Section 2.1 Non-Disclosure and Non-Use Covenants. As a condition to the Company’s disclosure of the Confidential Information to the Recipient, the Recipient hereby covenants and agrees that all Confidential Information will be kept confidential by the Recipient and will not, without the prior written consent of the Company, be disclosed by the Recipient, in any manner whatsoever, in whole or in part, and will not be used by the Recipient, directly or indirectly, for any purpose other than facilitating discussion with the Company. Moreover, the Recipient agrees to transmit the Confidential Information to only those Representatives who need to know the Confidential Information for the purpose of facilitating the Recipient’s discussion with the Company and who are informed of the confidential nature of the Confidential Information and the terms of this Agreement. The Recipient hereby acknowledges that it is aware, and the Recipient agrees that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that (i) the Confidential Information being furnished may contain or may itself be material, non-public information concerning the Company, and (ii) securities laws in the United States prohibit any person who has received material, non-public information concerning the Company or the matters which are the subject of this Agreement from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Recipient agrees to not engage, directly or indirectly, in transactions in Company securities while in possession of Confidential Information, and further agrees that is will be responsible for its compliance with federal and state securities laws. The Recipient will be responsible for any breach of this Agreement by the Recipient or by its Representatives. Section 2.2 Confidentiality of Discussions. The Recipient will not, without the pri<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>EXHIBIT 10.8 AGREEMENT CONCERNING NON-DISCLOSURE/NON-CIRCUMVENTION It is understood that this is a Proprietary Information and Non-Competition Agreement with regards to Yann Mellet (“Mellet”) and Sweetskinz, Inc., a Pennsylvania corporation (“Sweetskinz”). Mellet and Sweetskinz shall be sometimes collectively be referred to as “Parties". It is understood further that changes to this Agreement must be in writing and ackn<|eot_id|> <|start_header_id|>assistant<|end_header_id|>owledged by the Parties. The Agreement contains material restrictions on Mellet’s right to (i) compete with Sweetskinz, or (ii) disclose or use information learned or developed by Mellet through his association with or as an employee of Sweetskinz from the beginning of time through April 4, 2016 (“Term”). 1. CONSIDERATION Mellet shall receive 5,123,878 shares of Sweetskinz common stock (“Shares”) as full consideration for this Agreement. 2. NON-COMPETITION AND NON-SOLICITATION (a) In consideration of Sweetskinz’s agreement to provide Mellet with the Shares, Mellet agrees: (1) to refrain, directly or indirectly, during the Term from accepting business from, doing business with, inducing or soliciting any Sweetksinz customers to whom Mellet rendered any services during the course of Mellet’s employment with Sweeetskinz, to do business with Mellet, or with any other person or entity, in competition with the type of services performed by Mellet for Sweetskinz except on behalf of and as an authorized representative of Sweetskinz. (2) to refrain, directly or indirectly, during the Term from accepting business from, doing business with or inducing or soliciting, any Sweetskinz vendor who is instrumental in any aspect of the design, development, production or sales of any Sweetskinz product. (3) to refrain, directly or indirectly, during the Term from having any interest in or association with any business which competes with Sweetskinz pneumatic colorized tire products or any other future Products produced by Sweetskinz. Such entities shall include any related entity in which Mellet or his immediate family is a shareholder, director, officer, employee, partner, proprietor, joint venturer, consultant or otherwise, anywhere worldwide. (4) any idea, concept, technique, invention, creation, copyrightable or patentable work ("Product") relating to pneumatic colorized tires or other products sold or developed by Sweetskinz, that Mellet is instrumental in creating, developing or producing, or helping to create, develop or produce, during the time that Mellet is employed by Sweetskinz shall be considered owned by Swe<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 (f) is developed by NIST without reference to the Proprietary Information disclosed hereunder. 9. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this Agreement and are controllin<|eot_id|> <|start_header_id|>assistant<|end_header_id|>g. 10. Discloser warrants that it has the right to make the disclosures under this Agreement. 11. Neither party acquires any intellectual property rights under this Agreement. Neither party has an obligation under this Agreement to purchase, sell or license any service or item from the other party. 12. The parties do not intend that any agency or partnership relationship be created between them by this Agreement. 13. This Agreement is made under and shall be governed by the laws of the United States. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as follows: For Discloser By: Date: Name: Title: Address for NDA-related correspondence: For National Institute of Standards and Technology By: By: Date: Date: [Name of Director] [Name of Division Chief] Director, [Name of OU] Chief, [Name of Division] Address for NDA-related correspondence: NIST Technology Partnerships Office 100 Bureau Drive, Gaithersburg, Maryland 20899-2200 Read and Acknowledged by NIST Recipients: Name Division/OU Signature Date Name Division/OU Name Division/OU Name Division/OU [Attach additional pages as necessary.] NIST EMPLOYEE -- Please route this NDA with an NDA Memo for review and signatures. When fully signed, please forward a copy of Memo and NDA to the Technology Partnerships Office (TPO) at Mail Stop 2200. Please contact TPO if you have questions at (301) 975-2573.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, that a party may make such disclosure if (i) based on the advice of such party's counsel, such disclosure is necessary to avoid committing a violation of, or to insure compliance with, any laws, rules or regulations, including any rules or regulations of any securities association, stock exchange or national securities quotation system and (ii) the disclosing party provides advance notice to the other party of the proposed disclosure and cooperates in good faith with respect to the timing, manner and content of such disclosure (to the extent consistent with its obligation to make disclosure). 3. Required Disclosure. In the event that EnCana or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any other facts or information, the disclosure of which is prohibited by this letter agreement, EnCana shall (i) provide TBI with prompt notice of any such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and (ii) consult with TBI as to the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or other remedy, or the receipt of a waiver by TBI, EnCana or any of its Representatives should nonetheless, based on the advice of such party's counsel, disclose the Evaluation Material and/or the facts or information covered by Section 2, EnCana or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material and/or such facts or information that such counsel advises is legally required to be disclosed; provided that EnCana gives TBI written notice of the Evaluation Material and/or such facts or other information to be disclosed as far in advance of its disclosure as is reasonably practicable and exercises its reasonable efforts to preserve the confidentiality of the Evaluation Material and/or such facts or other information, including, without limitation, by cooperating with TBI to obtain an appropriate protective order or other reliable assurance that confidential treatment<|eot_id|> <|start_header_id|>assistant<|end_header_id|> will be accorded to the Evaluation Material and/or such facts or information. 4. Termination of Discussions. If either party decides that it does not wish to proceed with discussions or negotiations relating to a Transaction with the other party and the party so deciding promptly informs the other party of that decision, or at any time upon the request of TBI for any reason, EnCana will promptly deliver to TBI or, at the option of EnCana, destroy all written (and electronic) Evaluation Material. In the event of such a decision or request, all other Evaluation Material prepared by EnCana shall be destroyed, and in no event shall EnCana be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to TBI provided that a single copy of each item returned or destroyed may be retained in the files of EnCana's outside legal counsel for the purpose of resolving any disputes that may arise under this letter agreement. If requested, the destruction of Evaluation Material shall be certified in writing by an authorized officer of EnCana. Notwithstanding the termination of any discussions or the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by their obligations of confidentiality hereunder for a period of eighteen months from the date hereof. 5. Standstill Agreement. For a period of 18 months from the date hereof, EnCana agrees that it and its affiliates shall not, without the prior written request of TBI, directly or indirectly, alone or in concert with others, (a) acquire, offer to acquire, or agree to acquire, by purchase, or otherwise, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 of the Securities Exchange Act of 1934) of more than 1% of any class of voting securities issued by TBI or any material assets of TBI or any securities or material assets of any subsidiary of TBI, (b) propose to enter into any merger or business combination involving TBI or any of its subsidiaries, (c) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) with respect to the securities of TBI, or advise or seek to influence any person or entity with respect to the voting of, or giving of consents with respect to, any securities of TBI or any of its subsidiaries, (d) seek or propose to influence or control (whether though a "group," as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934 or otherwise) the management, board of directors, policies or affairs of TBI or any of its subsidiaries, (e) to the exten<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>erstanding that all present are obligated to keep the proceedings confidential. 4.3 Non-members will be permitted to attend an in-camera session of the Board of Directors or any Committee created by it, only after a motion requesting attendance to an in camera session is approved by a majority vote of members present and voting. External consultants present during such in camera sessions may be required to preserve the confidentiality of discussions during such a session. 4.4 If any person in attendance at a meeting of the Board of Directors or any Committee created by it, held in-camera, shall give notice of their intention not to be bound by the provisions of this by-law of SAMED, and refuse to leave the room when requested to do so, the Chair shall, subject to a resolution of the board supported by a majority vote, adjourn the meeting, after having informed members that it will be reconvened at a time and place of which the offending person will not be notified. 4.5 Committees are advisory to the Board. Only the full Board makes formal decisions. Committee meetings are held in-camera, and their recommendations should not be discussed outside of the Committee or the Board. Discussions with others for the purpose of gathering input for committee consideration are acceptable and each Committee chair would have to exercise discretion and communication that decision to all present during a Committee meeting where an external person is present. 5. Conflict of Interest 5.1 A conflict of interest arises when there is a relationship which exists which could result in the Board or Committee member being perceived as being biased either for or against the topic of discussion. 5.2 Any Member of the SAMED Board, Executive, and/or Staff who has a personal interest, directly or indirectly, in any contract, transaction, proposed contract, or proposed transaction, under consideration of the Board of Directors or of a Committee created by it shall be deemed as being in a conflict of interest, where: a) Contract i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s defined as any written or verbal agreement between two or more parties for the doing or not doing of something specified which is related to the matter at hand. b) Transaction is defined as an exchange of money, services, goods, position, or favours are exchanged for money, services, goods, position or favours. c) Interest is defined as any instance where any contract or transaction, proposed contract or proposed transaction could be to the benefit or detriment of themselves, family, 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|>er party; or (c) which becomes known to the party receiving the information through a source that it believes is not subject to a confidentiality agreed with or other obligation of secrecy to the other Party and such source is not subject to any other prohibition against transmitting the information. 3. Each Party acknowledges that any Proprietary Information given by the disclosing Party to the other Party in connection with this Agreement shall be the sole and exclusive property of the disclosing Party, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and that no license or other right therein are created by this Agreement. 4. In the event that a Party or anyone to whom a Party supplied Proprietary Information receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a government body, that Party shall immediately notify the other Party of the existence, terms and circumstances surrounding such a request, consult with the other Party on the advisability of taking legally available steps to resist or remove such request, and if disclosure of such information is required, the Party will (a) furnish only that portion of the Proprietary Information which in its reasonable opinion, based upon advice of counsel, it is legally compelled to disclose, and (b) at the other Party's cost, cooperate with the efforts of the Party to obtain order or other reliable assurance that confidential treat will he accorded to such portion of the Proprietary Information as may be disclosed. 5. Each Party acknowledges that although the Party delivering the Proprietary Information has endeavored to include Proprietary Information that is relevant for purposes of the other Party's evaluation of a Transaction, the delivering Party makes no representation or warranty as to the accuracy or completeness of the Proprietary Information neither the delivering Party nor its Affiliates shall have any liability to the receiving Party OR an Affiliate arising out of the riving Patty's or an Affiliate's use of the Proprietary Information or reliance thereon. 6. In the event that a Transaction between Parties is not entered into, or is entered into but thereafter terminated, each Party will, at the request of the other Party, promptly deliver all Proprietary Information to the other Party without retaining any copies thereof. 7. Each Party understands That the Proprietary Information disclosed to it is a unique and valuable asset of the other Party, that violation of this Agreement would cause the other Party immediate and irreparable harm, and that the remedies at law may be inadequate. Each Party therefore consents to the entry of a restraining order and a preliminary and permanent injunction restraining any such violation without proof of actual damages. Each Party agrees that any money damages shall include all pecuniary beets obtained by the receiving Party and its Affiliates as a result of any brunch of this Agreement. 8. Each party agrees that without the prior written consent of the other Party, it shall not, in reference to this Agreement, use or permit to be used the name (or any var<|eot_id|> <|start_header_id|>assistant<|end_header_id|>iation thereof from which any connection with each may be inferred or implied), trademark, servicemark, or any logo of the other Party or its Affiliates. 9. Each Party acknowledges that preliminary dealings and discussions, and this letter, shall not be construed in any way as an obligation of either Party to go forward with or consummate any Transaction. In the event the Parties consummate any Transaction a formal and binding Agreement shall be executed by the Parties. 10. This Agreement shall be governed and construed in accordance with the laws of the state of Florida without giving effect to the principles of conflict of law. No failure, neglect, or forbearance on the part of either Party to require strict performance of this Agreement shall be construed as a waiver of the rights or remedies of such Party. 11. The Parties of THIS Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain cessions, fees, remuneration or considerations to the benefit of any of the Parties of this Agreement while excluding equal or agreed to benefits to any of the other parties. And that further, throughout the terns OF this agreement the parties agree that they shall not, as either owner, co-owner, partner, joint venture, employees, agent, sales person, service person, officer, director, stockholder, or in any other capacity whatsoever, or on behalf of any other business entity, become engaged directly or indirectly with any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement without the direct participation and authority of-the introducing party. The parties agree that any such<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>impair or restrict either party from continuing to engage in its business. It is recorded that the disclosing party may well have had business dealings with the receiving party’s customers and no right of exclusivity shall be afforded to the receiving party in this regard. For example, in larger corporate entities, it may well be that the receiving party and disclosing party are dealing with separate departments or individuals or may well have done so previously. The receiving party accepts this fact and whilst the disclosing party shall not intentionally interfere with the receiving party’s marketing strategy, this may at times be inevitable. 5. RETURN OF CONFIDENTIAL INFORMATION Either party may request in writing at any time that any confidential information or any documents containing such confidential information, disclosed pursuant to the terms of this agreement and any copies thereof be returned with a written statement to the effect that upon such return the receiving party has not knowingly retained in its possession or under its control, either directly or indirectly, any such confidential information or any documents containing such confidential information or any copies thereof and the receiving party shall comply with any such request within seven days of receipt of such request. 6. TITLE All confidential information of the disclosing party is acknowledged by<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party. 7. STANDARD OF CARE The parties agree to protect the confidential information of the other party using not less than the same standard of care that would be applied to its own proprietary, secret or confidential information and that the confidential information shall be stored and disclosed in such a way as to prevent unauthorised disclosure. 8. EXCLUDED INFORMATION The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. 9. BREACH Should either party (the “defaulting party”) breach any provision of this agreement and fail to remedy such breach within seven days after receiving written notice from the other party (the “aggrieved party”) requiring it to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled at common law or in equity including inter alia injunction and specific performance. Notwithstanding anything to the contrary contained in this agreement, neither party shall be entitled to cancel this agreement in any circumstances whatsoever. 10. ACKNOWLEDGEMENTS The parties acknowledge that the undertakings herein are fair and reasonable and are reasonably required to protect the other party’s confidential information. 11. GENERAL 11.1 Any failure or delay by either party in exercising any right, power or privilege in relation to any confidential information and/or pursuant to this agreement will not constitute a waiver of that right, power or privilege, nor will any single or partial exercise thereof preclude any further<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>arking, stamp or other positive written identification as hereinafter set forth. 2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof. 1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the “TINTERMEDIARY”, and the Party receiving the Confidential Information is herein referred to the “Recipient”. 2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter. 3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project. 4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project. 5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties. 6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions. 7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: "Confidential Information" or “Confidential”. 8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third<|eot_id|> <|start_header_id|>assistant<|end_header_id|> person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter. 9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose. 10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information. 11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights. 12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information). 13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain. 14. The award of the arbitrators shall be final and shall have the force of a judgement as amo<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>enants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever. a) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 contained herein, and all former representations, promises or covenants, whether written or verbal, are null and void. 6. This Agreement may be modified only by written agreement duly executed by all Parties hereto. 7. This Agreement shall be binding upon, and inure to the benefit of the heirs, legal representatives, successors, designees, and/or assigns of the Parties. The executor, administrator, or personal representative of a deceased party shall execute and deliver any document(s) or legal instrument(s) necessary or desirable to carry out the provisions hereof. 8. Any written notice required or allowed to be given hereunder shall be deemed to have been duly and properly given and delivered (a) as of the date actually hand delivered to the Party to be charged with receipt. 9. Any copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto, and sent to another Party hereto by facsimile transmission carries the full force and effect as if it were the hand delivered original. 10. This Agreement was negotiated and prepared jointly by all Parties hereto, and each Party acknowledges that they have had ample opportunity to consult legal, financial and other counsel conce<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Mutual Confidentiality and Non-Disclosure Agreement is entered into as of April 2, 1996 (the "Effective Date") by and between HNC Software Inc., a Delaware corporation, and Infoseek, a California corporation (hereinafter collectively referred to as "the parties"). WHEREAS, the parties recognize that each other's business involves specialized and proprietary knowledge, information, methods, processes, techniques, and skills peculiar to their security and growth. The parties acknowledge that any disclosure of such methods, processes, skills, financial data, or other confidential or proprietary information would substantially injure the party's business, impair the party's investments and goodwill, and jeopardize the party's relationship with the party's clients and customers; WHEREAS, the parties presently desire to consult with each other with respect to certain matters; WHEREAS, in the course of such consultation the parties anticipate disclosing to each other certain information of a novel, proprietary, or confidential nature, and desire that such information be subject to all of the terms and conditions set forth below. NOW, THEREFORE, the parties hereto, in consideration of the premises and other good and valuable consideration, agree as follows: 1. Confidential Information. "Confidential Information" shall mean and include any information which relates to the financial and/or business operations of each party, including, but not limited to, information relating to each party's customers, products, processes, financial condition, employees, manufacturing techniques, experimental work and/or trade secrets. Said Confidential Information is deemed proprietary by the parties hereto. The Subject Matter of this Agreement, as well as any additional information disclosed hereunder that is deemed Confidential Information by the parties is described in Exhibit A attached hereto and incorporated herein by this reference. 2. Use of Confidential Information. Each party agrees not to use the other's Confidential Information for any purpose other than for the specific consultation regarding the subject matter of this Agreement. Any other use of such Confidential Information shall be made only upon the prior written consent from an authorized representative of the party which disclosed such information (hereinafter the "Disclosing Party") or pursuant to subsequent agreement between the parties. 3. Non-Disclosure of Proprietary Information. The parties agree that from the date of receipt, the party receiving the Confidential Information (hereinafter the "Receiving Party") shall not disclose Confidential Information to any other person, firm, corporation or other entity or use it for its own benefit except as provided in this Agreement. The Receiving Party shall not publish, divulge, communicate, or reveal any Confidential Information to any person, corporation, or other third party or to any of Receiving Party's employees who do not have a need to know such Confidential Information with respect to their job duties. The Receiving Party shall use the same degree of care to avoid publication or dissemination of the Confidential Information as it would with respect to its own confidential information. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of Receiving Party restrictions at least as strict as required by this Agreement. "Confidential Information" shall not include<|eot_id|> <|start_header_id|>assistant<|end_header_id|> information, technical data or know-how which: (a) is already known to the Receiving Party at the time of disclosure and is not otherwise subject to restriction; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) rightfully disclosed to Receiving Party by a third party who has no obligation of confidentiality to the<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ets of COMVERGE or its subsidiaries representing more than 50% of the consolidated earning power of COMVERGE and its subsidiaries. Notwithstanding the foregoing, and as described in Section 14, nothing in this section shall preclude H.I.G. from acquiring securities of COMVERGE in the public markets as a public investor in COMVERGE, so long as such transactions do not violate the applicable United States securities laws. Furthermore, for avoidance of doubt, both Parties agree that the purpose of the Transaction is for H.I.G. to submit a proposal to COMVERGE regarding a possible transaction. Accordingly, until informed in writing by COMVERGE otherwise, H.I.G. may propose potential transactions to COMVERGE without violating any of the restrictions set forth above in this section. 10. Non Solicit. For two years from the date hereof, you will not, directly or indirectly solicit for employment or hire any officer, director, or other key employees (to be specified in writing by COMVERGE) of COMVERGE or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement or non- directed search, or (iii) was terminated by COMVERGE. For avoidance of doubt, the provisions of this section shall not apply to any portfolio companies of H.I.G. so long as H.I.G. does not share Confidential Information with its portfolio companies. 11. Term, Termination. This Agreement shall be in effect as of the date first set forth above, and shall continue in full force and effect for a period of two (2) years after the date hereof. 12. No Waiver. No failure or delay by COMVERGE in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13. Amendment. This Agreement may not be modified, supplemented or amended orally, but only by a written document signed by both Parties hereto. 14. Other Transactions. COMVERGE acknowledges and understands that H.I.G. and its Representatives may or in the future evaluate, invest in or do business with competitors or<|eot_id|> <|start_header_id|>assistant<|end_header_id|> potential competitors of COMVERGE. Neither the execution of this Agreement nor receipt of Confidential Information shall in any way restr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>, dissemination, handling, and safeguarding of SSI information as cited in this Agreement and in accordance with 49 CFR Part 1520, “Protection of Sensitive Security Information,” “Policies and Procedures for Safeguarding and Control of SSI,” as amended, and any supplementary guidance issued by an authorized official of the Department of Homeland Security. Initial<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s: Other Sensitive but Unclassified (SBU) As used in this Agreement, sensitive but unclassified information is an over-arching term that covers any information, not otherwise indicated above, which the loss of, misuse of, or unauthorized access to or modifi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>, having its principal offices at 1610 Des Peres Rd, MO (hereinafter referred to as "AMDOCS"); AND a [corporation, partnership, etc.] organized and existing under the laws of , having its principal offices at (hereinafter referred to as the "Receiving Party"). WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or author of and/or has the right to license certain valuable proprietary routines, computer programs, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, whether in oral, written, graphic, electronic, or any other form or medium whatsoever, including any related ideas and look-and-feel, which are referred to in this Agreement as "the AMDOCS Proprietary Information"; and WHEREAS SBC OPERATIONS, INC. ("SBC") would like the Receiving Party to provide it with certain services the "Services"); and WHEREAS in order to perform the Services, the Receiving Party must have access to the AMDOCS Proprietary Information, and AMDOCS agrees to provide the Receiving Party with such access to the AMDOCS Proprietary Information, subject to the Receiving Party first obligating itself to confidentiality by signing this Agreement. NOW THEREFORE, the parties agree as follows: 1. In this Agreement, "AMDOCS Confidential Information" means the software and any other AMDOCS Proprietary Information received by the Receiving Party from SBC or Amdocs where the AMDOCS Proprietary Information is clearly so marked or where the Receiving Party has otherwise been made aware that the AMDOCS Proprietary Information is confidential. For greater certainty, if AMDOCS notifies the Receiving Party that certain AMDOCS Proprietary Information already disclosed is confidential, that AMDOCS Proprietary Information shall become AMDOCS Confidential Information under this Agreement. 2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential Information, including derivatives thereof in any form (e.g., reports or analyses relating to such information, whether or not provided by AMDOCS), and to refrain from copying, distributing, disseminating or otherwise disclosing the AMDOCS Confidential Information to anyone, other than to employees of the Receiving Party who have a need to know such information for purposes of performing the Services. 3. Furthermore, the Receiving Party hereby undertakes: (a) not to use the AMDOCS Confidential Information for any purposes other than performance of the Services; (b) not to sell, grant, make available to, or otherwise allow the use of the AMDOCS Confidential Information by any third party, directly or indirectly; and (c) not to use, directly or indirectly, the AMDOCS Confidential Information in the development and/or sa<|eot_id|> <|start_header_id|>assistant<|end_header_id|>le of software systems, for itself or for a third party, and/or in the provision of any services to a third party, except for the Services to be provided by the Receiving Party to SBC. 4. Upon the termination or expiration of this Agreement for any reason or upon the conclusion of the Services and/or at the request of AMDOCS, the Receiving Party shall: (a) return to AMDOCS any document or other material in tangible form in its possession being part of the AMDOCS Confidential Information; and (b) destroy any document or other material in tangible form that contains the AMDOCS Confidential Information together with confidential and/or proprietary information of a third party, and confirm such destruction in writing to AMDOCS. 5. Disclosure of the AMDOCS Confidential Information to the Receiving Party may be made in writing or other tangible form, electronically, or by demonstration of any product 6. Disclosure of the AMDOCS Confidential Information to the Receiving Party shall in no way serve to create, on the part of the Receiving Party, a license to use, or any proprietary right in, the AMDOCS Confidential Information or in any other proprietary product, trade mark, copyright or other right of AMDOCS. 7. Any use by the Receiving Party of the AMDOCS Confidential Information permitted under this Agreement is conditioned upon the Receiving Party first taking the <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 all the information of the Disclosing Party furnished or made available, orally, in writing, by electronic means, or by inspection, at any time on and after the Effective Date regarding the Disclosing Party or its business plans, processes, technology, data, material, documents regarding the infrastructure, businesses, assets, liabilities, financial conditions, operations, identity of personnel, intellectual property (including, without limitation, trade secrets), Personal Data (defined below) and other related or its similar information provided in all cases such information is marked conspicuously with a confidentiality or a substantially similar legend in accordance with Section 4 of this Agreement. If Confidential Information is disclosed in other than written or other permanent form, it shall be considered Confidential Information <|eot_id|> <|start_header_id|>assistant<|end_header_id|>as of the time of original disclosure if: i) the Disclosing Party identifies it as Confidential Information at the time of the original disclosure and ii) within thirty (30) days of the non-written disclosure, the Disclosing Party reduces the information to written or other permanent form, clearly identifying the information confidential as indicated above, and transmits it to the Recipient, referencing the place and date of such oral disclosure and identifying the name(s) of the employees or officers of the Recipient to whom it was 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|>ed herein may not be delegated or assigned. 5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties agree to the exclusive jurisdiction and venue of Florida and Georgia state and federal courts with respect to any action between the parties relating to this Agreement. 6. Severability. It is acknowledged, understood and agreed that the restrictions contained in this Agreement (a) are made for good, valuable and adequate consideration received and to be received by the Stockholder, and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of the Buyer and the good will thereof. It is intended that said provisions be fully severable, and in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or other tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, only to that extent necessary to render same valid and enforceable, and<|eot_id|> <|start_header_id|>assistant<|end_header_id|> any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect. 7. Waiver, Amendment or Modification. Neither this Agreement nor any of the terms and conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the party to be charged therewith. No waiver of any provision, performance or default hereunder in any instance shall be construed as a continuing waiver of such provision, performance or default, or a waiver of any other provision, performance or default, or of any future performance or default. 8. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, one (1) day after being sent by recognized overnight courier service, or three (3) business days after being mailed by certified mail, return receipt requested, addressed to a party at the address of such party first set forth above, or at such other address as such party may hereafter have designated by notice. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. FREESTAR TECHNOLOGY CORPORATION By: /s/ Paul Egan Paul Egan President & Chief Executive Officer UNICOMP, INC. By: /s/ Stephen A. Hafer Stephen A. Hafer Chief Executive Officer<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>be deemed to grant to either party a license under the other party's copyright or patents. The term "Residuals" means information which may be retained in non-tangible form by person who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel. Except as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement. 7. Termination. This Agreement shall begin on the Effective Date above. Either party may terminate this Agreement upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser's request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. In the event of termination of this Agreement, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms. 8. Disclaimer. All Confidential Information is provided "AS IS", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the Confidential Information, that it will release any product related to the Confidential Information, or that target dates will be met. The entire risk arising out of the use of the Confidential Information remains with Recipient. Discloser may change or cancel its plans at any time. 9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF RECIPIENTS USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION. 10. General. a. This Agreement shall be governed and construed in accordance with the laws of Utah (without regard to conflicts of laws provisions). In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorneys' fees. The parties agree that Utah state and federal courts shall have jurisdiction and venue in any such proceeding. b. Export Constraints. Recipient certifies that the Confidential Information will only be used for the purposes expressly stated herein and will not be rented, leased, sold, sublicensed, assigned, or otherwise transferred. Recipient shall adhere to the U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from Discloser or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unles<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s properly authorized by the U.S. government. c. Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent, which shall not be unreasonably withheld. The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by the terms and conditions. Further, they agree that the compl<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nd/ or plans to include, without limitation, LSUK's highly proprietary automated print on demand book manufacturing process, its processes, features, functions, performance, components, subsystems, use, technology (whether owned or licensed), intellectual property, resources, research, innovations, products or service offerings, strategic partners, techniques or processes, software, patent applications, inventions, trade secrets, designs, drawings, engineering, hardware configuration information, marketing, strategies, or studies and all tangible and intangible property of any kind, whether conveyed in writing or orally by LSUK or its representatives to Recipient. Company acknowledges and agrees that any breach of any provisions hereof by Recipient will cause irreparable harm and damage to LSUK. Money damages may not be an adequate remedy and in such event, LSUK, may in addition to other equitable and legal relief that may be available, seek the entry of injunctive relief by a court of competent jurisdiction. In the event a legal dispute arises concerning this Agreement, the prevailing Party shall recover all court costs, expenses, and reasonable attorney's fees. The Recipient agrees not to copy, duplicate, disclose or deliver all or any portion of the Confidential Information to a third party or permit any other third party to inspect, copy or duplicate the same except those parties deemed necessary by the undersigned to evaluate a possible business relationship (including agents, advisors, affiliates, accountants, attorneys, consultants, and lenders). It is understood that the undersigned may disclose Confidential Information only to parties who (i) require such material for the purpose related to this agreement and (ii) are informed by Recipient of the confidential nature of the Confidential Information and agree to be bound by the terms hereof. The Recipient further agrees to be responsible for any breach of this Agreement by parties in the preceding sentence, and that these parties will not use any of the Confidential Information for any reason or purpose other than to evaluate a possible business relationship and not in any way detrimental to LSUK. This shall not, however, prevent Recipient from disclosing to others or using in any manner Confidential Information: (i) which has been published and has become part of the public domain and not caused by acts or omissions by the receiving party; (ii) which has been furnished or made known to the undersigned by third parties as a matter of right without restriction of disclosure, or; (iii) which the undersigned can show was already in its possession at the time it entered into this Agreement and which was not acquired directly or indirectly from LSUK, it's representatives, or employees. This Agreement shall remain in perpetually and upon r<|eot_id|> <|start_header_id|>assistant<|end_header_id|>equest, Recipient will promptly return all data and materials furnished by LSUK, or provide written certification of its destruction and destroy any internal analyses and/or work papers related to these discussions. LSUK: RECIPIENT: Lightning Source UK Ltd. (RECIPIENT) Chapter House, Pitfield (Address) Kiln Farm, Milton Keynes MK11 3LW (Address) Signed: Signed: Printed Name: Printed Name: Title: Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>TTP Non-Disclosure Agreement 1. Purpose. Technology Transfer Partners (“TTP”) is a group of Micro Focus network administrators and network architects working in school, college, university or government settings. This group meets and shares ideas and experiences, and recommendations about network environments. The purpose of this Non-Disclosure Agreement (“Agreement”) is to protect Confidential Information shared by the parties or by other members of the TTP group in the TTP mailing list or TTP meetings. Micro Focus Software Inc. ("Micro Focus") and the "Individual" identified below agree to the following provisions. The terms “Discloser” and “Recipient” as used herein apply to both parties to this Agreement in their res<|eot_id|> <|start_header_id|>assistant<|end_header_id|>pective roles as discloser of Confidential Information and recipient of Confidential Information. 2. Confidential Information. Information that shall be considered "Confidential Information" shall be (i) any Information disclosed by Micro Focus, Individual, or another TTP member on the TTP mailing list or during a TTP meeting that contains information regarding the Discloser’s network or business environment or experiences, or information regarding the business plans or personnel or finances of the Discloser, (ii) any information Discloser can show should be reasonably understood to be proprietary to Discloser, and (iii) information marked in writing as "confidential." Confidential Information does not include information that (1) is already in Recipient’s possession without obligation of confidence; or (2) Recipient independently develops; or (3) is or becomes publicly available without breach of the Agreement; or (4) Recipient rightfully receives from a third party without obligation of confidence; or (5) Discloser releases for disclosure by giving written consent; or (6) is required to be disclosed by court or regulatory rule or order. 3. Permissible Use. Recipient may use and disclose the Confidential Information among its internal information technology and management staff for its own internal business purposes. Either party may also disclose on the TTP mailing list Confidential Information previously received on the TTP mailing list or during TTP meetings. Micro Focus may post for use of the TTP program a list of the organizations and individuals that have signed a Micro Focus TTP Non-disclosure Agreement. 4. Obligation of Confidentiality. For a period of 3 years from the date of disclosure, Recipient agrees to use<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>6.1 IHiS reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, patent application, invention, discovery, copyright or other intel<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lectual property right now or in the future held, made, obtained or licensable by IHiS. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by IHiS. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nder this Agreement. 9. Notice. Any notice, request, instruction, document or other communication to be given<|eot_id|> <|start_header_id|>assistant<|end_header_id|> hereunder by any party hereto to any other party hereto shall be in writing and validly given if (i) delivered personally, (ii) sent by telecopy, (iii) delivered by overnight express, or (iv) sent by registered or certified mail, postage prepaid, as follows: If to Acquiror or the Target Company: Wyndham Hotel Corporation/ClubHouse Hotels, Inc. 2001 Bryan Street Suite 2300 Dallas, TX 75201 Attention: Legal Department Facsimile No. (214) 863-1262 If to Samples: Mr. Roland W. Samples 11230 College Boulevard, Suite 130 Overland Park, Kansas 66210-2700 Facsimile No. (913) 451-6072 or at such other address for a party as shall be specified by like notice. Any notice which is delivered personally, or sent by telecopy or overnight express in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party. Any notice which is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the third day after the day it is so placed in the mail. 10. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and supersedes all prior negotiations and written, oral or implied representations, warranties, commitments, offers, contracts and understandings between the parties with respect to such matters. No modification or amendment of any of the terms, conditions or provisions in this Agreement may be made otherwise than by written agreement signed by the parties hereto, except as provided in Section 6 hereof. 11. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; provided, however, that the obligations herein of Samples may not be delegated or assigned, and any purported delegation or assignment by Samples in violation of this Section 11 shall be null and void. Samples hereby acknowledges and agrees that the Acquiror Companies and Related Entities, and any other ent<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>owever, in rendering its decision, the arbitrators shall be bound by the Laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party’s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs. 13.3.1 For any Dispute in which the amount in controversy is at least One Million Dollars ($1,000,000), the following additional procedures apply: (a) a certified court reporter shall transcribe the arbitration hearings; The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and (b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award. 13.3.2 Any such appeal shall be conducted as follows: (a) such appeals are limited to issues of Law (i.e., the original award (1) contains material errors of Law such that the original award is not founded on a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ny appropriate legal basis; (2) is based on factual findings clearly unsupported by the record; or (3) is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award); (b) the Person hearing the appeal shall be a former federal judge mutually agreed to by the Parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator; (c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator; (d) the appellate arbitrator shall render a written decision within sixty (60) days of the final submission; (e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341; (f) the appellate arbitrator must award costs and attorneys’ fees to the prevailing Party; and (g) the decision of the appellate arbitrator shall be final. 13.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>rmation that is so disclosed; and (b) disclose Confidential Information to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the Receiving Party shall notify the Disclosing Party of the same, and the Disclosing Party shall have the right to participate with the Receiving Party in determining the amount and type of Confidential Information of the Disclosing Party, if any, which must be disclosed in order to comply with applicable law, including, without limitation, state and federal securities laws and regulations. 4. Return of Confidential Information. If activity in respect of the Transaction shall cease without the Transaction being consummated, then, promptly after the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information which is in tangible form and which is then in its possession (or in the possession of any of its officers, directors or employees). 5. Term. This Agreement shall continue indefinitely. 6. Equitable Relief. The Receiving Party acknowledges and agrees that the Disclosing Party and GreenWay would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the Receiving Party in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the Disclosing Party or GreenWay shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Receiving Party and shall have the right to specifically enforce this Agreement and the terms and provisions hereof against the Receiving Party in addition to any other remedy to which the Disclosing Party or GreenWay may be entitled in law or equity. 7. Governing Law. This Agreement shall be a contract under the State of Minnesota and for all purposes shall be governed by and construed and enforced in accordance with the laws of Minnesota, excluding any choice of law provisions. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. 9. No Assignment or Delegation. Any assignment, delegation or attempted assignment or delegation of the rights or responsibilities established under this Agreement shall be null and void without the prior written duly executed consent by the party charged. 10. Severability of Provisions. If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement. 11. Amendment of Agreement. This Agreement may only be amended or modified through a written duly executed instrument by the Parties hereto. Any attempted oral amendment or modification is ineffective and therefore null and void. 12. No Implied Waiver of Provisions. Either Parties' failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or a delay in performance of any term hereof. 13. Notices. Any notice required by this Agreement or given in connection with this Agreement, s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>hall be in writing, hand delivered or sent via registered or certified mail, and shall be given to the appropriate party: If to Disclosing Party: Oregon Trail Ethanol Coalition, L.L.C. 102 West 6th Street Box 267 Davenport, Nebraska 68335 Attn: Mark L. Jagels, President With a copy to: Baird Holm Law Firm, LLC 1500 Woodmen Tower Omaha, Nebraska 68102 Attn: Victoria H. Finley GreenWay Consulting, LLC 74 South County Road 22 Morris, Minnesota 56267 If to Receiving Party: ------------------------------------------------------------------------------------------------------------ 14. Entire Agreement. This Agreement constitutes and contains the complete and final integrated agreement between the Parties regarding the subject matter herein. All prior negotiations, discussions and representations are merged into this Agreement. Each Party acknowledges that, except as expressly set forth herein, no representations of any kind or character have been made to it by any other party, or by any party's agents, representatives or attorneys, to induce the execution of this Agreement. 15. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 16. Authority to Enter Agreement. The individuals signing this Agreement represent and guarantee each of them has the authority to bind their respective corporate entity or other principal. 17. Copies of Agreement. A facsimile copy of this executed Agreement shall be deemed valid as if it were the original. Executed as of the date first set forth above. RECEIVING PARTY DISCLOSING PARTY ------------------------------------ Oregon Trail Ethanol Coalition, L.L.C. By: By: -------------------------------- -------------------------------- Its: Its: ------------------------------- ------------------------------- cc: GreenWay Consulting, LLC<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>BUYER’S CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them hereunder: 1.1.1 “Aldes” – means and includes Aldes Business Brokers Franchise Africa (Pty) L<|eot_id|> <|start_header_id|>assistant<|end_header_id|>td (Registration Number: 2006/036900/07) and any and all of its subsidiaries, any and all of its holding companies, any other entities forming part of its group of companies and/or any and all of its franchisees from time to time, or any one of them as the context may require; 1.1.2 “Business/es” – means such assets (whether tangible or intangible), business/es and/or entity/ies (albeit close corporations, partnerships, trusts, private companies, public companies, joint ventures, sole proprietors and/or otherwise) introduced by Aldes to the Buyer for sale (albeit as is listed for sale on the Aldes database or website or otherwise); 1.1.3 “Buyer” – means the person/entity described and identified as such in the Buyer’s Profile on the face of this Agreement; 1.1.4 “Confidential Information” – means any and all information disclosed by Aldes, the Seller/s and/or the Business/es to the Buyer from time to time regarding, in respect of and/or related to the Business/es or Seller/s and/or for purposes of the possible acquisition of the Business/es by the Buyer; 1.1.5 “Confidential Materials” – means any materials and/or documents which contain Confidential Information; 1.1.6 “Seller/s” – means each of the owners, of each of the Business/es introduced by Aldes to the Buyer from time to time, independently and separately. 1.2 In this Agreement, unless the context clearly indicates a contrary intention, words in the singular shall include the plural and vice versa, words in the masculine gender shall include the feminine and neuter gender and vice versa, and a reference to natural persons shall include created entities (corporate and unincorporated) and vice versa. 1.3 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 1.4 The terms of this Agreement, having been negotiated, shall not be interpreted against the person/entity who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the person/entity relying on same. 1.5 This Agreement shall be governed by, construed and interpreted in accordance with the law of the Republic of South Africa. 1.6 This Agreement constitutes a stipulatio alteri (namely, a benefit in favor of a third party which may be accepted by such third party) in favor of the Business/es and the Seller/s, the benefits of which may be accepted by them at any time. 2. BACKGROUND 2.1 The Buyer records that it is (and/or has been and/or will be) partaking in investigations of (and/or negotiations with) various Seller/s and/or Business/es, with a view towards potentially acquiring such Business/es. The Buyer further acknowledges that it is serious in its investigations towards potentially acquiring a Business. 2.2 The Buyer realises that, in the course of its investigations (and/or negotiations), Aldes, the Business/es and/or the Seller/s will be required to disclose Confidential Information and/or Confidential Material to the Buyer, albeit for the purposes of assisting the Buyer in determining whether or not it wishes to acquire any Business/es or otherwise. 2.3 The Buyer acknowledges and agrees that the sole reason for, and the sole purpose of, any disclosures of Confidential Information and/or Confidential Material by Aldes, the Business/es and/or the Seller/s is strictly limited to that stated in clauses 2.1 and 2.2 above (t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ered by Supplier to Company within 48 hours of demand. D. In addition, Supplier shall take all reasonable precautions to protect the Confidential Information from unauthorized access and use, but not less than used by Supplier to protect its own most valuable information. E. During and after the period Supplier is providing Supplier services to Company, Supplier shall not produce, provide, or sell to anyone, other than Company, any Supplies which include or are produced with Confidential Information. F. In addition, Supplier shall not and warrants that anyone obtain the Confidential Information disclosed hereunder by or through it, shall not: (i) Contest, anywhere in the world at any time in the future, the validity of Company’s proprietary rights in, or any Company claim to the ownership or inventorship of, any Confidential Information; or (ii) Attempt to or actually apply for, obtain or claim ownership of, inventorship in or right to use of any proprietary rights in any Confidential Information (including, without limitation, any patents, copyrights, trademarks, service marks, trade d<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ress, or trade secret rights). G. All improvements to Company Products, their components, or their underlying technology developed during the performance of any purchase order issued by Company to Supplier shall belong to Company. H. Supplier shall not disclose the Confidential Information to any person that would result in a violation of United States or Canadian export or other law. 3. Status of Supplier. Supplier’s status at all times shall be that of an independent contractor, and Supplier shall not be considered an agent, partner, representative, or employee of Company for any purposes whatsoever. This Agreement shall not create an obligation on the part of Company to acquire or purchase the Supplies from Supplier. If Company accepts Supplier as an approved supplier for Supplies, any supply of such Supplies shall be under Company’s standard General Terms and Conditions of Purchase without the need for further adoption of such terms and conditions. Supplier shall not advertise nor disclose that it is a potential supplier or a supplier of Supplies to Company. 4. Miscellaneous. A. Supplier has not relied on any representation of Company not contained in this Agreement. B. The unenforceability of any provision of this Agreement shall not affect the other provisions and the unenforceable clause shall be deemed deleted and shall be deleted by the court. C. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof, whether written or oral. It is effective on execution by Supplier. No waiver or modification of the terms of this Agreement shall be valid unless in writing and duly executed by Supplier and Company. This Agreement shall be cumulative with all other rights of Company under any existing or future agreements between Company and Supplier unless specifically waived by Company. D. This Agreement shall be construed under the laws of the State of Michigan, notwithstanding principles of Michigan or any other state, provided Company may in any enforcement action elect to have the law of the forum jurisdiction to apply. The parties irrevocably consent to the exclusive jurisdiction of the courts of the jurisdiction in which Company has an office to resolve all issues related to or arising from this Agreement and any business relationship arising from or related to this Agreement. If the law applicable to any enforcement proceeding limits the class of information and materials protectible by contract to trade secrets or other class of information, the term “Confidential Information” shall be limited to those classes of information and materials. If the law applicable to any enforcement proceeding requires a temporal limitation, the period after termination for which Supplier is restricted in use or disclosure of Confidential Information which is not a trade secret shall be limited to any specific maximum permitted by law or five years from the date of termination. If the law applicable to any enforcement proceeding requires a geographic limitation, the area in which Supplier is restricted in its use or disclosure of Confidential Information shall be limited to only those states and countries in which Company or a supplier or customer of Company shall have an office or 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|>n the marketplace in which it competes; WHEREAS, the Company and Master Distributor have entered into a Master Distributorship Agreement, dated as of the date hereof, pursuant to which Master Distributor will promote, market, and sell Products to Sub-Distributors and Customers in the Territory, as is more particularly defined in the Master Distributorship Agreement WHEREAS, as a result of the execution of the Master Distributorship Agreement, Master Distributor is in a position involving the trust and confidence of the Company and will receive access to the Companys Trade Secrets, Confidential Information and Proprietary Information, and, through the use of Company facilities or resources, may develop, or contribute to the development of, additional Trade Secrets, Confidential Information and Proprietary Information; and WHEREAS, the Company and Master Distributor are entering into this Agreement in order to protect the Company's Trade Secrets, Confidential Information and Proprietary Information. NOW THEREFORE, in consideration of the execution of the Master Distributorship Agreement, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. Definitions. (a) The ACT Monitoring Card System TM. The term "The ACT Monitoring Card System TM means the system composed of the ACT Electronic Reader and the Cards, which system has been developed and is currently being distributed by the Company as part of the Business of Company. (b) ACT Electronic Reader. The term "ACT Electronic Reader" means the device produced by or on behalf of the Company to read the Cards. (c) Business of Company. The term "Business of Company" means the research, design, development, manufacture, sale and service of air monitoring and other environmental testing technologies and products, including the Products. (d) Cards. The term "Cards" means the cards developed by the Company and used by the ACT Electronic Reader to perform the function of quantitatively measuring elements present in the atmosphere, and the cards used for qualitative measurement which are read visually. (e) Competing Business. 'Me term "Competing Business" means any person or entity in the same business or substantially the same business as the Business of Company. (f) Competing Product. The term "Competing Product" means any good that performs substantially the same functions as either of the Cards. (g) Confidential Information. The term "Confidential Information' means any and all data and information relating to the business conducted by the Company (whether constituting a Trade Secret or not) which is or has been disclosed to Master Distributor or of which Master Distributor became aware as a consequence of or through his relationship with Company and which has value to the Company and is not generally known by its competitors; provided, however, no information will be deemed "confidential" unless such information is treated by the Company as confidential. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Master Distributor or any other person or entity without aut<|eot_id|> <|start_header_id|>assistant<|end_header_id|>horization), or that has been independently developed and disclosed by others (except where such independent development and disclosure has been made by Master Distributor or any other person or entity without authorization), or that otherwise enters the public domain through lawful means. (h) Copyrights. The term "Copyrights" means all original works of authorship including literary, artistic, pictorial, graphic and other intellectual works owned or claimed by the Company which are registered with the United States Copyright Office or the copyright office of any nation, state or political jurisdiction within the Territory, are eligible to be so registered, or are entitled to protection by and under the laws and treaties of the United States or the substantial equivalent laws of any political subdivision, nation and/or state within the Territory. i) Customer. The term "Customer" means any end-user of a Product "Intellectual Property". The term "Intellectual Property" means the Copyrights, Marks and Patents, collectively or in combination, as the context suggests. (k) Marks. The term "Marks" means all trade names, word marks, trademarks, service marks and logos or designs (including any @e dress that is susceptible to protection under the laws of the United States or any other political subdivision in the Territory), whether or not registered with the United States Patent and Trade<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-disclosure Agreement (“the Agreement”) is entered into by and between The Royal Heraldry Society of Canada (“the Society”) with its head office in Ottawa, Ontario and its member or other authorized person, (“Receiving Party”) located at . The parties agree to enter into a confidential relationship with respect to the improper disclosure (“Improper Disclosure”) of certain confidential information (“Confidential Information”) to which the Receiving Party will have access to upon receiving access to the membership database maintained by the Society. 1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information contained in the membership database, such as members’ names, addresses, birthdates, occupations, spouses’ names, email addresses, telephone numbers, etc. 2. Definition of “Improper Disclosure”. All Confidential Information contained in the membership database may be used by the Receiving Party exclusively for conducting the business of the Society. Any disclosure of Confidential Information to any person or corporation for any commercial or other purpose not necessary for the conduct of the Society’s business shall be deemed Improper Disclosure. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive purposes of the Society. Receiving Party shall not use any Confidential Information for their own benefit or permit the use of Confidential Information by others for their benefit or to the detriment of the Society or its good name. Upon termination of membership, Receiving Party will immediately return to the Society all records, notes and other written, printed or tangible material in its possession, including CDs and DVDs pertaining to Confidential Information. Confidential Information stored electronically in computers or any other electronic devices will be deleted upon membership termination. 4. Time Period. The nondisclosure provision of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect indefinitely. 5. Penalties. If proven Improper Disclosure shall take place, the Receiving Party’s membership in the Society shall be terminated immediately. Depending on circumstances, there may also be recourse to the courts and criminal or civil action, or both, may be initiated by the Society or by injured parti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>es. This Non-disclosure Agreement and each party’s obligations shall be binding on the Receiving Part<|eot_id|>