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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|>THIS NON DISCLOSURE AGREEMENT is made on day of , year (the “Agreement”) BY and BETWEEN: (1) CREATIVE PULTRUSIONS INC, incorporated and registered in Delaware file number 4610094 whose registered office is at 214 Industrial Lane, Alum Bank, PA 15521 (“CP”); and (2) incorporated and registered in whose registered office is at (the “Company”). Hereinafter, individually referred to as a “Party” and together, as the “Parties” to this Agreement. RECITALS (A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose (as respectively defined below). (B) Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information. (C) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. NOW THE PARTIES HEREBY AGREE AS FOLLOWS: 1 Definitions and Interpretation 1.1 The following definitions in this Clause 1 apply in this Agreement as follows: “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks are open for business. “Confidential Information:” means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to: (a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group; (b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and (c) any information or analysis derived from Confidential Information; but not including any information: (a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; (c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; (d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; (e) the Parties agree in writing is not confidential or may be disclosed; and/or (f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party. “Disclosing Party:” means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information. “Group”: means, in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company. “Holding Company” and “Subsidiary” mean a "holding company" and "subsidiary" of the Recipient or Disclosing Party respectively. “Purpose”: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to CP’s potential supply the Company of pultruded materials of designs that are proprietary to the Company . “Recipient”: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information. “Representative”: means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 In this Agreement, the following rules of interpretation apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a references to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation mad<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ation 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, shall 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,<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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|>Exhibit 10.22 NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT This Non-Disclosure, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into effective as of April 1, 2004 (the “Effective Date”), by and between Level 3 Communications, LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), on the one hand, and ICG Communications, Inc. (the “Parent”), a Delaware corporation, and ICG Telecom Group, Inc. (the “Company”), a Delaware corporation, and for and on behalf of any of their direct or indirect parents, subsidiaries, successors, or Affiliates (collectively referred to as “ICG” or the “Sellers”), on the other hand. RECITALS A. The Sellers are engaged in conducting a dial-up ISP business whereby the Sellers provide Internet access and other Internet-related services to Internet service providers and their customers. B. The Buyer and Sellers are parties to an Asset Purchase Agreement (the “Purchase Agreement”) dated as of April 1, 2004, pursuant to which Level 3 is purchasing from Sellers certain of Sellers’ assets (the “Acquired Assets”) used or held for use by Sellers in conducting the Sellers’ dial-up ISP business whereby the Company provides dial-up Internet access to Internet service providers and their customers, excluding the Company’s direct Internet access and primary rate interface businesses (the “Business”), as more fully described therein. Contemporaneous with this Agreement, Buyer and Sellers are closing and consummating the principal transactions contemplated by the Purchase Agreement. C. Sellers acknowledge that the Buyer would not enter into or close the Purchase Agreement without Sellers’ agreement to the terms and conditions of this Agreement, and the execution of this Agreement by Sellers is a condition precedent to the Buyer’s obligation to close under the Purchase Agreement. AGREEMENT NOW, THEREFORE, in consideration of the Buyer’s execution and delivery of the Purchase Agreement, the closing thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION 1.1 Non-Disclosure. Sellers shall not disclose or appropriate for their own use, or for the use of any third party, at any time, any trade secrets or confidential or proprietary information included in or related to the Acquired Assets or the Business as previously operated by Sellers, whether or not developed by Sellers including, without limitation, information pertaining to the customers, vendors, prices, profits, contract terms or operating procedures of Sellers relating to the Business or the Acquired Assets; provided, ho<|eot_id|> <|start_header_id|>assistant<|end_header_id|>wever, that Sellers may use any such trade secrets and confidential or proprietary information (a) if and to the extent used in their businesses other than the Business and (b) in connection with providing services pursuant to the Transition Services Agreement. 1.2 Non-Competition. For a period of three (3) years from and after the Effective Date (the “Restrictive Period”), Sellers shall not engage, directly or indirectly, through any other entity or with any person (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise), in any business activity which is in competition with the Business conducted by Buyer during the Restrictive Period. The foregoing restrictions shall, however, apply only for a one-year period from and after the Effective Date with respect to any successor of any Seller who is not engaged in the same type of business as the Business as of the Effective Date and shall not apply at all with respect to any successor, other than Sellers and any of their Affiliates as of the Effective Date, that is engaged in the same type of business as the Business. Because Sellers’ Business is n<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Recipient may disclose such Proprietary Information to the persons and to the extent required without liability under this Agreement and will use best efforts to obtain confi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>dential treatment for any Proprietary Information so disclosed. 2.4. This Agreement shall be effective as of the Effective Date below and shall expire three (3) years after the Effective Date. Either party may terminate this Agreement without cause by giving thirty (30) days prior written 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|>Exhibit (d)(6) (MESIROW FINANCIAL LOGO) April 29, 2004 PERSONAL AND CONFIDENTIAL Steven Yari Triyar Companies, Inc. c/o Todd Jadwin Alexander Dunham Securities, Inc. 350 S. Grand Suite 3570 Los Angeles, CA 90071 Dear Steven: You have requested information regarding Home Products International, Inc. (the “Company”, together with its subsidiaries and affiliates, is referred to herein as “us” or “we”) in connection with your consideration of the possible acquisition of the Company (a “Possible Transaction”). In consideration of our furnishing you with the Evaluation Materials (as defined below) you agree as follows: Confidentiality of Evaluation Materials You will treat confidentially any information (whether written or oral) that either we or our financial advisor, Mesirow <|eot_id|> <|start_header_id|>assistant<|end_header_id|>Financial, Inc. (“Mesirow”), or our other representatives furnish to you in connection with a Possible Transaction, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined hereinafter) which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the “Evaluation Materials”). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this agreement The term “Evaluation Materials” includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as “confidential”. The term “Evaluation Materials” does not include information which, you establish through written documentation, (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you without violating your obligations hereunder. The terms of this section “Confidentiality of Evaluation Materials” shall remain in effect for 2 years from the effective date of this agreement. Use of Evaluation Materials You will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) such information may only be disclosed to those of your directors, officers, employees, affiliates, agents, representatives (including attorneys, accountants and financial advisors), and lenders (collectively, “your representatives”) who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree (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|>riod of seven (7) years. 8. This Agreement constitutes the entire existing Agreement between the Parties concerning the exchange of Proprietary Information for the Purpose. The Agreement shall not be amended except by written agreement signed by authorised representatives of all Parties. 9. No Party shall, without the express consent in writing of the other Parties, assign or in any manner transfer its interests in, or obligations under, this Agreement or any part thereof. 10. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 11. This Agreement shall be construed and governed in accordance with the laws of England and the Parties hereby submit to the jurisdiction of the English courts. 12. The Parties shall attempt to s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>olve any dispute arising out of or in connection with this Agreement by means of alternative dispute resolution such as but without limitation mediation or mini-trial. Upon the occurrence of the dispute, the Parties shall define the type and the rules for the implementation of such alternative resolution. The Parties expressly agree that after a period of two (2) months after the occurrence of the dispute and provided that the dispute remains unsolved, it shall be finally settled under the rules of Arbitration of the London Court of International Arbitration by one or more arbitrators appointed in acc<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>3. The Receiving Party expressly agrees not to use the Confidential Information for purposes other than those necessary to consider whether to enter into a Trans<|eot_id|> <|start_header_id|>assistant<|end_header_id|>action and shall strictly limit its disclosure to such of its employees, directors and advisors having a need to know such information, which parties shall be advised that such information is Confidential Information and subject to the terms of this Agreement. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Commercial Confidential NON-DISCLOSURE AGREEMENT THIS AGREEMENT, effective as of May 20th, 2015 between MARS Discovery District, MaRS Centre, South Tower, 101 College, Suite 100, Toronto, ON, M5G 1L7, Canada (hereinafter "MaRS") and Recipients as indicated on the attached signature sheet (hereinafter "Recipients" collectively or “Recipient” individually). WHEREAS, MaRS will be hosting a series of confidential presentations being made by entrants into a business pitch competition (the “Up-Start Competition”); and WHEREAS, entrants into the Up-Start Competition are each in possession of certain confidential information that will be disclosed during their presentation in the competition and through questions thereafter (hereinafter "Confidential Information"); and WHEREAS, Recipients desire to receive such Confidential Information for the purpose of participating in the Up-Start Competition either as competitors or as interested observers; and WHEREAS, MaRS wishes to ensure that the Confidential Information provided by competitors in the Up-Start Competition remains confidential. NOW, THEREFORE, Recipients agree as follows: 1. Recipients (and their respective partners, suppliers, licensors, licencees, agents, contractors and affiliates, who are hereby authorized to have Confidential Information disclosed to them hereunder only so long as they are in receipt of said Confidential Information under terms of confidentiality comparable to those set forth herein) hereby agree to hold in confidence any and all Confidential Information disclosed during the Up-Start Competition, either verbally or in writing. Such obligation of confidentiality shall not apply to Confidential Information: (a) which, at the time of disclosure, is in the public domain or thereafter becomes part of the public domain by publication or otherwise, other than by breach of this Agreement by the Recipient; (b) which was in the Recipient's possession at the time of disclosur<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e and was not acquired, directly or indirectly, from the disclosing party; (c) which the Recipient receives from a third party having a lawful right to disclose the same; (d) in respect of which it can be established, by competent contemporaneous written evidence, that the same was developed by the Recipient independently of such disclosure; or (e) which is required to be disclosed to a third party pursuant to any applicable law or decision of any court or tribunal of competent jurisdiction, provided that (i) prior written notice, in light of the circumstances of such disclosure, is provided by the party required to make the disclosure to the third party to other party hereto; (ii) the party required to make the disclosure to the third party shall not disclose or release more Confidential Information than is required by law; and (iii) the party required to make disclosure to the third party cooperates with the other party hereto in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded to the Confidential Information. 2. Recipient agrees not to use the Confidential Information disclosed hereunder for any commercial or other purpose other than the purpose described in the third recital to this Agreement, without first entering into a written agreement between the parties covering such other use. Upon receiving a written request from the disclosing party, the receiving 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 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) anniversary of the date first above written, unless such obligations are<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT This AGREEMENT is entered into effective this18th day of June 1998, Between Anonymous Data Corporation, (hereinafter "ADC"), having its principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas, Nevada 89103, and Polaroid Corporation, having principal office at Technology Square, Cambridge, MA 02139. WHEREAS, the above parties contemplate discussions concerning ADC's involvement in the business of using biometrics in the medical field, both domestically and internationally. The discussions in particular shall be for the following purpose(s): 1) Protection of employee medical records relative to drug testing results, 2) Protection of medical records relative to infectious disease testing, 3). Protection of genetic testing records, and 4). Biometric identification of patients and results in the fields of pharmacy, blood banking, radiology and laboratory specimens; and related projects. And WHEREAS, in order to facilitate such discussions, certain confidential and proprietary information, including without limitation technical, patented, financial, or business information and trade secrets, may be disclosed between the parties. NOW THEREFORE, for good and valuable consideration and intending to be legally bound, the parties agree as to the following: 1. The term "Information", as used in this Agreement, means all specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs or documentation and all othe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r technical, financial or business data, as well as any trade secrets or other information concerning the business, customers, methods, operations and services of a party. 2. "Proprietary Information" is defined as information of the disclosing party, not generally available to the public, which the disclosing party desires to protect against unrestricted disclosure or competitive use. 3. All information of the disclosing party disclosed to or otherwise available to the other party as a result of the discussions hereunder or subsequent work with each other shall be<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>he industry shall not be considered to be Confidential Information. F. “Application Form” shall mean the Open Mobile Alliance membership application form, including the schedule to the application form. G. “TestFest” shall mean an interoperability testing event open to all Open Mobile Alliance members and the public, organized by the Open Mobile Alliance staff, to permit the testing of one or more enablers. H. “Bi-Lateral Test Session” shall mean an interoper<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ability testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member’s location. 2. EXISTING OBLIGATIONS The Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants’ results and information shall apply regardless of whether such reside in the Application Form or this Agreement. 3. PURPOSE AND USE The purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant’s own technology or product (without restricting the Participant’s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant’s representatives who: (i) need to know the Confidential Information; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> any and all trade secrets and any and all data or information not generally known outside of the Disclosing Party, regardless of form, proprietary to or maintained in confidence by the Disclosing Party, including but not limited to any and all data, information, technical data or know-how relating to business plans, contracts, proposals, documents, concepts, discoveries, ideas, inventions, new products, mechanical and electronic designs, title, script, report, analyses, process data, program, any and all form of codes, research, prototype, survey, new technologies, plans of production and publicity, specifications, articles of manufacture, test procedures, schematics, materials, methods, operations, procedures, marketing techniques, marketing plans, strategies, customer files, customer lists, any business, marketing, financial or sales record, data, plan or survey and other business data (whether written or oral, human or machine readable, and howsoever stored), machines, prototypes, designs and drawings(hereinafter collectively called the “Confidential Information”), which is disclosed by the Disclosing Party, directly or indirectly to the Receiving Party or any of it employees or directors, on or after the date hereof. 2.3 “Affiliates” shall mean any of the Receiving Party’s affiliated, related and/or subsidiary entities, parents and their respective employees, directors, officers and agents. 3. Access to Confidential Information. Access to and release/use of disclosed Confidential Information shall be restricted to those employees, directors and attorneys of the Receiving Party and its Affiliates, which have a need to know the Confidential Information with respect to the Purpose. The Receiving Party shall cause all its Affiliates, employees, directors, officers and agents to be bound by and to comply with all of the terms and conditions herein. 4. Use of Confidential Information. The Receiving Party shall use the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential information, and in any event use at least a reasonable degree of care in doing so. All Confidential Information furnished by the Disclosing Party to the Receiving Party shall be used solely in connection with the Purpose. Except as otherwise expressly provided herein, the Receiving Party shall not disclose or reproduce, or authorize or permit the use, reproduction or disclosure of any Confidential Information in whole or in part in any manner or to any person, firm, enterprise, organization, corporation or entity, and shall not use any Confidential Information to unfairly compete against or obtain any unfair advantage, benefit or profit from such use. 5. Non-Disclosure Obligations. The obligations imposed upon herein shall not apply to Confidential Information which is: 5.1 already in the legal possession of the Receiving Party at the date hereof; 5.2 not, di<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rectly or indirectly, made known, divulged, published or publicized by the act of any Party; 5.3 generally available to the public through no wrongful act of the Receiving Party; 5.4 independently developed by the Receiving Party; 5.5 disclosed upon request of the Disclosing Party; 5.6 received from or provided lawfully by a third par<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT I, , an individual official, employee, consultant, or subcontractor of or to (the Authorized Entity), intending to be legally bound, hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain information, specified below, that is owned by, produced by, or in the possession of the United States Government. (Signer will acknowledge the category or categories of information that he or she may have access to, and the signer’s willingness to comply with the standards for protection by placing his or her initials in front of the applicable category or categories.) Initials: Protected Critical Infrastructure Information (PCII) I attest that I am familiar with, and I will comply with all requirements of the PCII program set out in the Critical Infrastructure Information Act of 2002 (CII Act) (Title II, Subtitle B, of the Homeland Security Act of 2002, Public Law 107-296, 196 Stat. 2135, 6 USC 101 et seq.), as amended, the implementing regulations thereto (6 CFR Part 29), as amended, and the applicable PCII Procedures Manual, as amended, and with any such requirements that may be officially communicated to me by the PCII Program Manager or the PCII Program Manager’s designee. Initials: Sensitive Security Information (SSI) I attest that I am familiar with, and I will comply with the standards for access, 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. Initials: 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 modification of could adversely affect the national interest 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 inter<|eot_id|> <|start_header_id|>assistant<|end_header_id|>est of national defense or foreign policy. This includes information categorized by DHS or other government agencies as: For Official Use Only (FOUO); 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 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 ter<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 or future exercise thereof or the exercise of any other right, power or privilege hereunder. 16. Remedies. Each Party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof without the requirement of posting a bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed. If a court of competent jurisdiction, pursuant to a final, non-appealable order, determines that the Recipient or any of its Representatives has breached this Agreement, the Recipient shall pay the reasonable costs (including legal fees and expenses) incurred by the Provider in enforcing this Agreement. 17. Governing Law. This Agreement is for the benefit of each Party and its successors (including any purchaser of such Party) and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. Without limiting the generality of the foregoing, this Agreement may be enforced by any Person with which the Recipient enters into a transaction. Each Party irrevocably and unconditionally submits to the jurisdiction of the federal and state courts located in the State of Delaware, New Castle County, for the purpose of any action, suit or other proceeding arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding relating thereto except in any such court, and further agree that service of process, summons, notice or document by U.S. registered mail to its address set forth in this Agreement will be effective service of process for any action, suit or proceeding arising out of or relating to this Agreement. Each Party hereby also irrevocably and unconditionally (i) waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any such federal and state courts, and (ii) waives and agrees not to plead or claim in any such court that such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 18. Severability. 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 remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nd 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 Party by virtue of the authorship at any of the provisions of this Agreement. 20. Term. This Agreement 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 (including that certain Mutual Nondisclosure Agreement, dated November 8, 2011, between JDA Software Group, Inc. and RedPrairie Holding, Inc.). 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. IN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below. REDPRAIRIE HOLDING, INC. JDA SOFTWARE GROUP, INC. By: LOGO By: LOGO Name: Laura L Fese Name: David Kennedy Title: Chief Legal Officer Title: Executive Vice President and Chief Legal Officer Date: 9/4/12 Date: Address: 20700 Swenson Drive, Waukesha,WI 53186 Address: 14400 N. 87 Street, Scottsdale, AZ 85260-3649th NEW MOUNTAIN CAPITAL LLC By: LOGO Name: Jack Qian Title: Vice President Date: Address: 787 Seventh Avenue, 49 Floor, New York, NY 10019th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 10.34 NON-DISCLOSURE/NON-COMPETE AGREEMENT THIS NON-DISCLOSURE/NON-COMPETE AGREEMENT (this “Agreement”) is made this 28th day of February, 2014 by and between TROY HOLDINGS INTERNATIONAL, INC., an Ontario Canada corporation (the “Seller”), EPAZZ, INC., an Illinois corporation (the “Purchaser”), TELECORP PRODUCTS, INC., a Michigan corporation (the “Company”), Troy Inc. (“Shareholder”), ANA MISRA, an individual (“Misra”) and SCOTT MacCANNELL, an individual (“MacCannell”) (Misra and MacCannell are also hereinafter referred to as “Key Personnel”). RECITALS: A. The Purchaser is purchasing the stock of the Company, pursuant to that certain Stock Purchase Agreement dated February 21, 2014 (the “SPA”). B. The Seller and Shareholder each acknowledges that the Seller and the Shareholder have received and/or will receive substantial and adequate monetary consideration and benefits in return for entry into the SPA and this Agreement and that the Seller and the Shareholder have freely chosen to enter into the terms of this Agreement. C. The Key Personnel each acknowledge that each is an officer of Seller and has received and/or will receive substantial and adequate monetary consideration and benefits in return for entry into this Agreement and that each has freely chosen to enter into the terms of this Agreement. NOW, THEREFORE, in consideration of the Recitals and covenants and agreements, hereinafter contained, the parties agree as follows: 1. Incorporation by Reference. The Recitals are incorporated and made a part of this Agreement by reference thereto. 2. Non-Disclosure. As a material part of the consideration given and received by the parties in connection with the SPA: a. Seller, Key Personnel and Shareholder, jointly and severally, acknowledge and agree that in the course of ownership and/or employment with the Company that Seller, Key Personnel and Shareholder have acquired and/or the Company has and will continue to provide Seller, Key Personnel and Shareholder with, or access to information regarding the business, procedures, activities and services of the Company, including but not limited to, memorandum, files, forms, techniques, methods and procedures, programs, customer accounts and customer lists, supplier lists, costs and prices of the Company, and customer needs, requirements and business affairs (hereinafter referred to collectively as the “Proprietary Property”) as is necessary or desirable to assist him in his activities on behalf of the Company. b. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company. c. Seller, Key Personnel and Shareholder covenant and agree that each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company. 3. Covenant Not To Compete. As a material part of the consideration given and received by the parties: a. Seller, Key Personnel and Shareholder, jointly and severally, expressly covenant and agree that for a period of one (1) year, Seller will not engage in any business or perform any service, directly or indirectly, in competition with the business of the Company, or have any interest, whether as proprietor, partner, employee, stockholder, principal, agent, consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that shall engage in the business of the Company, except through pub<|eot_id|> <|start_header_id|>assistant<|end_header_id|>licly-traded shares of a corporation or mutual fund listed on a major stock exchange. b. In furtherance of the foregoing and not in limitation thereof, Key Personnel and Shareholder agree that for a period of one (1) year, Key Personnel and Shareholder shall not (aa) directly or indirectly, solicit or service in any way, on behalf of itself or on behalf of or in conjunction with others, any customers, or prospective customers who have been solicited or serviced by the Company; (bb) directly or indirectly take any action which may induce any customer or divert any business from the Company; or (cc) directly or indirectly, for himself or any enterprise engaged in competition with the Company, solicit for employment or employ any employee who is then employed by the Company or who has been employed by the Company within one (1) year prior to the termination of his employment. c. The covenants on the part of Key Personnel and Shareholder contained in this Agreement shall be construed as an agreement independent of any other provision in this Agreement or the SPA. The existence of any claim or cause of action of Seller and/or Shareholde<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ction with the conduct of the Company's operations, each of the Company and Investor (each a "Party" and, collectively, the "Parties") may disclose certain confidential and proprietary information regarding the conduct of each Party's respective business activities; and WHEREAS, the Parties desire to provide appropriate protection for the exchange of such confidential and proprietary information and to establish the terms under which such information shall be disclosed. NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby agree, as follows: 1. CONFIDENTIAL INFORMATION. Confidential Information shall mean: (a) any data or information that is supplied by either Party (which will be deemed to include, in the case of the Company, any data or information with respect to any Member of the Company supplied by the Company or such Member to the Investor in connection with the operation of the Company or the performance of any obligation, or the exercise of any rights, under the LLC Agreement or any Related Agreement), including by its Affiliates (the "DISCLOSING PARTY"), or the agents, employees, authorized representatives or nominees thereof (such persons being referred to collectively as the REPRESENTATIVES") to the other Party including its Affiliates (the "RECEIVING PARTY") (or the Representatives of the Receiving Party) including, but not limited to, information regarding: products and services planning, marketing strategies, strategic and business plans, finance, operations, customer relationships, customer profiles, sales estimates and internal performance results relating to the past, present or future business activities of the Disclosing Party and its owners, customers, clients and suppliers; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives; (c) all confidential or proprietary concepts, documentation. reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, know-how and trade secrets, whether or not patentable or subject to copyright, supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives; and (d) without limitation, all documents, inventions, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing supplied by the Disclosing Party or us Representatives to the Receiving Party or its Representatives. 2. CONFIDENTIALITY OBLIGATIONS. Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall: (a) limit access to any Confidential Information received by it solely to its Representatives who have a need to know such in connection with any current or future negotiations or arrangements between the Receiving Party and the Disclosing Party, including, without limitation in connection with the membership of the Investor in the Company and any commercial arrangements between the Investor and the Company and only for use in connection therewith. The Investor may provide access to and<|eot_id|> <|start_header_id|>assistant<|end_header_id|> may disclose Confidential Information of the Company to any other Member of the Company in connection with such Member's participation as a Member of the Company. The Disclosing Party hereby consents to, and represents and warrants that it has obtained from its applicable Affiliates their consent to the use by the Receiving Party of any information received by the Receiving Party in connection with the above-referenced negotiations or arrangements; (b) advise its Representatives having access to the Confidential Information of the proprietary nature thereof and of the obligation set forth in this Agreement; (c) take appropriate action by instruction or agreement with its Representatives having access to the Confidential Information to fulfill its obligations under this Agreement; (d) safeguard all Confidential Information received by it using a reasonable degree of care and discretion to avoid disclosure, publication or disseminatio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ntial Information for purposes of competing with the Disclosing Party. 4. Except as must be disclosed pursuant to applicable legal disclosure requirements or legal process, neither party nor any of its respective representatives may, without the prior written consent of the other party, disclose to any person (other than to its employees, directors and advisors having a need to know such information) that the parties have exchanged confidential information, are engaged in negotiations for a Transaction, or the proposed terms of a Transaction (collectively, the "Negotiations") until such information has been disclosed by an appropriate legal filing and/or press release mutually agreed upon by SER and EIS. Each party shall undertake all necessary and reasonable steps to ensure that the Negotiations remain secret and confidential. 5. In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Disclosing Party's Confidential Information pursuant to this Agreement becomes legally compelled to disclose all or any portion of the Disclosing Party's Confidential Information or to disclose the existence of Negotiations, the Receiving Party will provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such prot<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ective order or other remedy is not obtained, the Receiving Party or the recipient of such Disclosing Party's Confidential Information will furnish only that portion of the Disclosing Party's Confidential Information or aspect of the Negotiations which is legally required to be disclosed and the Receiving Party, upon the written request of the Disclosing Party, will exercise its reasonable efforts to obtain reliable assurances that confidential treatment will be afforded such portion of the Disclosing Party's Confidential Information. 6. The Receiving Party shall immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information or the Negotiations, and shall provide a detailed description of the circumstances of the disclosure and the parties involved, and shall cooperate in any reasonable efforts to limit or respond to such disclosure. 7. The Receiving Party agrees that all Confidential Information provided by the Disclosing Party shall remain the property of the Disclosing Party and no license or other rights in the Confidential Information is granted hereby. The Receiving Party will not disclose the existence, content and/or substance of any of the Confidential Information to any third party; nor develop, manufacture, produce and/or distribute any software product(s) derived from or which otherwise use any of the Confidential Information. The Disclosing Party agrees to return (and have any third party to who it supplied the Confidential Information return) to the Receiving Party, immediately upon notification by the Disclosing Party in writing, all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies or reproductions thereof, in any form or medium whatsoever, and not to retain any copies thereof. 8. The Receiving Party will, to the maximum extent permitted by applicable 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|> judicial or governmental order, or request of a regulatory or self-regulatory entity having examination authority over Receiving Party or a member of its Group, provided that Receiving Party will disclose only such information as it believes is required to comply with the order or request and, in the case of a court order or subpoena and to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party and shall if reasonably practicable, cooperate with the Disclosing Party, at the Disclosing Party’s expense, so that the Disclosing Party take appropriate remedies or other appropriate protection. 5. Ownership; No License. All materials and Confidential Information shall remain the exclusive property of the Disclosing Party. Except as expressly provided herein or under a separate written agreement between the parties that references this Agreement, either party shall not be obligated to grant, convey or transfer to the other any interest, license or other right, or under its Confidential Information or any patent, copyright, trade secret, trademark or other intellectual property right. 6. Return of Confidential Information. Upon the earlier of (i) the completion or (ii) the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information disclosed or made available by the Disclosing Party, in any form and including, all Notes, save to the extent that regulation, applicable rule, law or record retention policy requires retention of such material. Upon request, the Receiving Party shall certify in writing that it has returned or destroyed all Confidential Information in accordance with this paragraph 6, disclosed or made available by the Disclosing Party. 7. No Warranty; Obligations. No representations, warranties or other assurances are given by the either party with respect to the completeness or accuracy of any information or materi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>als provided to the other party. Except for the obligations of the parties specifically set forth in this Agreement, 8. Duration. The obligations undertaken by each party under this Agreement will be continuing and in particular shall survive termination of any discussions or negotiations between the parties regarding the funding activities following written notice from one party to the other party expressly terminating this Agreement. 9. Governing Law; Remedies. This Agreement, including, without limitation, the performance and enforceability hereof, shall be governed by and construed in accordance with the laws of England & Wales. Each Receiving Party acknowledges that a violation of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party and that the Disclosing Party may have no adequate remedy at law. Accordingly, each party agrees that the Disclosing Party shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to seek injunctive relief or similar such orders in any court of competent jurisdiction directing or prohibiting certain acts which may be necessary to protect the Confidential Information and the Disclosing Party. This Clause 9 shall not apply for the mere evaluation of non-patented, non-copyrighted information such as Business Plans, Business Proposals etc that have no quantifiable valuation nor unique intellectual value. This Clause 9 shall apply to valuable contacts introduced by either Party with regards to investors, bankers, financiers and other professionals. 10. Miscellaneous. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. No provision of this Agreement may be amended, modified or waived except in writing signed by the party sought to be bound. No custom or course of dealing shall cause a modification of this Agreement. The paragraph headings used herein are for convenience of reference only and will not affect the interpretation or construction of this Agreement. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of any rights or remedies availabl<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>in confidential information including technical information embodied in and/or associated with InterTrust's InterTrust Technology including, without limitation, software products and/or other developments related to distributed, secure rights and/or event management, associated designs, inventions, plans, and other information (the "Confidential Information"), all of which such information shall conspicuously be marked with a notice or legend with the phrase "Confidential", as provided in the License Agreement. In consideration for such Confidential Information being provided to Recipient, Recipient agrees to be bound by the terms of this Agreement. Disclosure of InterTrust Confidential Information to Recipient, and use and disclosure of Confidential Information received by Recipient, shall occur only in accordance with the terms and conditions of this Agreement. 2. For a period of three (3) years following the disclosure of any Confidential Information (such period to extend in perpetuity with respect to InterTrust Technology), Recipient will retain such Confidential Information in confidence, and will discuss such Confidential Information only with other NatWest employees, other individuals who are under the direct control of NatWest and work full time on NatWest premises (an "Individual Consultant"), -- all of whom shall have a need to know said Confidential Information and who have executed a copy of this Agreement. Recipient shall not, without the prior written permission of InterTrust's Chairman or such other InterTrust Officer as who has been designated in writing by InterTrust's Chairman (a "Designated InterTrust Officer"), disclose Confidential Information to any person other than as set<|eot_id|> <|start_header_id|>assistant<|end_header_id|> forth immediately above. Furthermore, without express written authorization of a NatWest officer who is empowered by NatWest to provide such an authorization, the Recipient will not make copies, in whole or in part, of the Confidential Information, including translating, in whole or in part, the Confidential Information into another language and/or shipping the Confidential Information, in whole or in part, or any direct product thereof, to any other country. The undersigned will not use the Confidential Information in any manner that is not authorized by NatWest and in accordance with the License Agreement and the undersigned will use the Confidential Information solely in the exercise of NatWest's rights as provided by the License Agreement. Under no circumstances will any information subject to the export or import laws of any jurisdiction be transferred pursuant to their agreement without proper prior certification and notification of appropriate regulatory offices in applicable jurisdictions and InterTrust. 3. The undersigned will not use Confidential Information except in fulfillment of the undersigned employee's and/or other individual's obligations with NatWest, and for no other purposes whatsoever. The undersigned understands and acknowledges that the unauthorized use of Confidential Information may cause InterTrust very substantial damage, for which damages may be impossible to measure or inadequate to compensate. Accordingly, Recipient agrees that if he or she breaches or threatens breach of any of such sections, InterTrust will have available, in addition to any other right or remedy available, the right to obtain an injunction against him or her, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance under such circumstances. 4. The undersigned will return all physical embodiments of Confidential Information in the undersigned's possession to InterTrust promptly upon request by InterTrust, and in no event later than fifteen (15) days thereafter. 5. Notwithstanding any thing else in this Agreement, the confidentiality restrictions of this Agreement shall not apply to information that: (i) is or becomes known to the public through no breach of any of the undersigned's obligations under this Agreement, or NatWest's or any other NatWest employee's, obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known to Recipient prior to its disclosure by InterTrust, as evidenced through written documentation; (iii) shall have been independently developed by the Recipient without any reliance on or use of any InterTrust Confidential Information, as demonstrated through written documentation; or (iv) shall have been rightfully supplied to Recipient, with no obligation of confidentiality or non-use from a third party without any breach of any obligation of confidentiality to InterTrust or NatW<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 of the Confidential Information. The obligations of this Section 2 with respect to any item of Confidential Information shall survive any termination of this Agreement. 3. SCOPE. The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information to the extent such Confidential Information is or becomes publicly known through no act or omission of the Victorinox, or to the extent that disclosure of such Confidential Information is required by law. 4. REMEDIES. Victorinox agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to SABI, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Victorinox agrees that SABI, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security. 5. COMPLIANCE WITH SECURITIES LAWS. Victorinox hereby acknowledges that it is aware, and it will advise its employees and agents to whom it discloses Confidential Information, that the United States securities laws generally prohibit persons who receive from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 6. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, whether oral or written, between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable. <PAGE> VICTORINOX A.G. SWISS ARMY BRANDS, INC. By: /s/ Charles Elsener By: /s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>/ A. Jeffrey Turner ------------------------------- ------------------------------- Name: Charles Elsener Name: A. Jeffrey Turner Title: President Title: President 3<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> 315-8612; david.w.lubeck@jpmorgan.com) or Drago Rajkovic (415-315-8100; drago.rajkovic@jpmorgan.com) of J.P. Morgan Securities LLC or their designees. 7. “Click Through” Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which the Recipient or its Representatives are granted access in connection with this Agreement or a Possible 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 the Recipient’s and its Representatives’ confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format. 8. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the written request of the Provider for any reason, the Recipient will, and will direct its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained (except that one copy may be maintained by outside legal counsel to the Recipient for archival purposes), and the term of this Agreement shall be extended by a like number of days for each day that the Recipient or any of its Representatives is in non-compliance of this Section 8. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by the Recipient’s obligations hereunder with respect to such Evaluation Material. 9. No Solicitation. The Recipient will not, within one year from the date of this Agreement, solicit the employment or consulting services of any of the officers of the Provider with whom it has had contact in connection with its evaluation of a Possible Transaction, so long as they are employed by the Provider. The Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of the Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as the Recipient does not identify the individuals to be solicited by such recruiting firm or organization. 10. Standstill. RHI agrees that, for a period ending on the earlier of (x) one year after the date of this Agreement, (y) the date a public announcement is made of the entry by JDA into a binding definitive agreement with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of JDA or all or substantially all of the assets of JDA and its subsidiaries<|eot_id|> <|start_header_id|>assistant<|end_header_id|> (taken as a whole) or (z) the date of commencement by a third party of a tender or exchange offer for at least a majority of the outstanding voting securities of JDA (the “Standstill Period”), unless specifically invited in writing by JDA or its Representatives, neither RHI nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) which has been furnished with Evaluation Material pursuant hereto (including New Mountain Capital LLC) or Representatives (acting on its behalf) will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of the equity securities (or beneficial ownership thereof) or any material assets of JDA or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving JDA or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to JDA or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of JDA; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act with respect to the voting securities of JDA; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving JDA or its voting securities or assets; (d) otherwise act, alone or in concert with others, to seek to change, control or influence the management, Board of Directors or policies of JDA; (e) take any action which might force JDA to make a public announcement regarding any of the types of matters set forth in (a) above; (f) enter into any discussions or arrangements with any third party with respect to any of th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ement for any reason at any time with 10 days prior written notice to Contractor. II. TRADE SECRETS AND CONFIDENTIAL INFORMATION. A. Confidentiality and Confidential Information. Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company’s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatented, and to (ii) all of our activities for or on behalf of the Company, and Contractor agrees not to publish or disclose any part of such information to others or use the same for our own purposes or the purposes of others, during the time Contractor is working for Company or thereafter. Any information of the Company which is deemed a “trade secret” by the California Uniform Trade Secret Act shall be considered to be confidential information and therefore within the scope of this Agreement, unless the Company advises Contractor otherwise in writing. Contractor further agrees to preserve as confidential the confidential information of any third party to which Contractor may have access and to treat such information as though it were Company confidential information. B. Prevention of Unauthorized Release of Company Confidential Information. Contractor agrees to promptly advise the Company of any knowledge which Contractor may have of any unauthorized release or use of any Company confidential information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining or being furnished with any Company confidential information. C. Confidential Information of Third Parties. Contractor agrees not to disclose to the Company and not to use in any way in connection with our work for the Company any confidential information or trade secrets of any kind, or any embodiments thereof, of any previous employer or other third party. Specifically, and without limitation, Contractor agrees to use only our general knowledge, experience and skill in connection with our work with the Company and acknowledge that this is the purpose for which Contractor has been hired by the Company. D. Termination of Work and Deliverables. Contractor agrees that, upon termination of our contract with the Company (voluntary or otherwise), Contractor will return to the Company all things belonging to the Company, and that all documents, records, notebooks and tangible articles containing or embodying confidential information, including copies thereof, then in our possession or control, whether prepared by Contractor or others, will be left with the Company. Deliverables shall also included, but not be limited to: (i) all source code; (ii) firmware; (iii) executable code; (iv) assembled code; (v) documentation including design and any modification thereto, (vi) schematics; (vii) prototype and/or production hardware. CONTRACTOR RECOGNIZES THAT THE UNAUTHORIZED TAKING OF ANY OF THE COMPANY’S TRADE SECRETS IS A CRIME UNDER SECTION 499(C) OF THE CALIFORNIA PENAL CODE, AND IS PUNISHABLE BY IMPRISONMENT IN A STATE PRISON OR IN A COUNTY JAIL FOR A TIME NOT EXCEEDING ONE YEAR, OR BY A FINE NOT EXCEEDING FIVE THOUSAND DOLLARS ($5,000), OR BY BOTH SUCH FINE AND SUCH IMPRISONMENT. CONTRACTOR FURTHER RECOGNIZES THAT SUCH UNAUTHORIZED TAKING OF THE COMPANY’S TRADE SECRETS MAY ALSO RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CIVIL CODE SECTION 3426, ET SEQ., AND THAT A WILLFUL TAKING MAY RESULT IN AN AWARD AGAINST CON<|eot_id|> <|start_header_id|>assistant<|end_header_id|>TRACTOR FOR THE COMPANY’S ATTORNEYS’ FEES AND TRIPLE THE AMOUNT OF THE COMPANY’S DAMAGES. III. INVENTIONS. A. Disclosure of Inventions. Contractor acknowledges and agree that, pursuant to our work for the Company, Contractor will be in a position which could provide the opportunity for conceiving and/or reducing to practice inventions, improvements, developments, ideas or discoveries, whether patentable or unpatentable (collectively hereinafter referred to as “Inventions”). Accordingly, Contractor agrees to promptly disclose to the Company, in writing, all Inventions conceived or reduced to practice by Contractor while working for the Company either solely or jointly with others, and whether or not during regular working hours. Contractor further agrees to maintain adequate and current written records of such Inventions. B. Company Inventions. The assignment provisions in Paragraph III.C below shall apply only to “Company Inventions” as defined herein. Company Inventions shall mean any Invention that either: 1. relates, at the time of conception or reduction to practice of the Invention, to: a. the Company’s business, projects or products, or to the manufacture or utilization thereof; or b. the actual or demonstrably anticipated research or development of the Company; or 2. results from any work performed directly or indirectly by Contractor for the Company; or 3. results, at least in part, from the use of the Company’s time, materials, facilities or trade secret information regardless of whether Company equipment is used. C. Assignment of Company Inventions. Contractor hereby assigns, and agree to assign, to the Company all our right, title and interest in and to all Company Inventions. Also, Contractor hereby assigns, and agree to assign, to the Company all Inventions conceived or reduced to practice by Contractor within one year following the termination of our work for the Company (voluntary or otherwise), if the Invention is a result of the Company’s information which was obtained by Contractor during our work for the Company. THIS SECTION C DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870, INCLUDING ANY IDEA OR INVENTION WHICH IS DEVELOPED ENTIRELY ON OUR OWN TIME WITHOUT USING THE COMPANY’S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION, AND WHICH IS NOT RELATED TO THE COMPANY’S BUSINESS (ACTUAL OR DEMONSTRABLY ANTICIPATED), AND WHICH DOES NOT RESULT FROM WORK PERFORMED FOR THE COMPANY. D. Execution of Necessary Documents. Contractor agrees that, upon request and without compensation therefore, but at no expense to Contractor, and whether during the time Contractor is working for the Company, or thereafter, Contractor will do all lawful acts, including the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign Letters Patent, including design patents, on all of such Company Inventions, and for perfecting, affirming, maintaining and recording the Company’s complete ownership and title thereto, and to otherwise cooperate in all proceedings and matters relating thereto. E. Exception. Contractor has listed below all unpatented, but potentially patentable, 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|>all mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. Confidential information specifically excludes the following: 1.1.1 information which is in the public domain or enters the public domain other than by reason of a breach of the terms of this Agreement; 1.1.2 where it becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or the individual members of the Disclosing Party, as the case may be; 1.1.3 where it was known to the Receiving Party prior to having access to the Confidential information; and 1.1.4 where the Receiving Party is obliged to disclose by law, or by order or under the rules of any competent regulatory authority or court. 1.2 Purpose. The purpose of the disclosure of Confidential Information is to enable the Target’s assets and liabilities relevant to the Proposed Transaction to be assessed. 1.3 Ownership. The Confidential Information is and shall be considered valuable trade secrets owned exclusively by the Disclosing Party. The Disclosing Party retains all right, title and interest in the Confidential Information and any reasonably related information which may be subsequently developed, and the Receiving Party waives all rights to the intellectual property and copyright therein in favour of the Disclosing Party. 1.4 No License. No license is granted to the Receiving Party in relation to any intellectual property rights that attach to or may be embodied in any Confidential Information, or is implied by the conveying of such Confidential Information to the Receiving Party. 1.5 No Warranties. The Disclosing Party assumes no responsibility for any loss or damages suffered by the Receiving Party or any third party caused by or arising from the Confidential Information, and the Disclosing Party makes no warranties of any kind, whether express or implied, as to the accuracy or completeness of the Confidential Information. 1.6 Authorised. The Disclosing Party is authorised to provide Confidential Information to the Receiving Party. 2. NON-DISCLOSURE 2.1 Use of Confidential Information. The Receiving Party may use the Confidential Information solely for the purposes of assessing the Target for purposes of the Proposed Transaction. The Receiving Party recognises that this Agreement imposes an affirmative duty to hold such information in confidence and protect it from dissemination to and use by any unauthorised persons. In the absence of the Disclosing Party’s prior written consent, the Receiving Party shall not produce nor disclose the Confidential Information, or any part thereof, to any third party. 2.2 Disclosure of Confidential Infor<|eot_id|> <|start_header_id|>assistant<|end_header_id|>mation. The Confidential Information is proprietary information and for the exclusive and non-transferable use of the persons to whom it is addressed and the recipients of the Confidential Information agree that all of the information contained herein is of a confidential nature and is subject to this Confidentiality Agreement, and that they will not, directly, or indirectly, disclose or permit their agents or affiliates to disclose any such information without the prior written consent of Transnet except as expressly permitted by the terms of this Agreement. 2.3 Return of Confidential Information. Promptly following the request of the Disclosing Party, the Receiving Party will deliver to the Disclosing Party all confidential information (and copies and extracts thereof) furnished to, or created by or on behalf of, the Receiving Party. Notwithstanding the return of the Confidential Information, the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations hereunder. 2.4 Remedies. The Receiving Party recognises and acknowledges that the Confidential Information is of a special, unique and extraordinary character to the Disclosing Party and the Target and the disclosure, misappropriation or unauthorised use of such Confidential Information by the Receiving Party cannot be fully compensated and that, further, any such disclosure, misappropriation or unauthorised use of the Confidential Information shall cause irreparable injury to the Disclosing Party and/or the Target. The Receiving Party expressly agrees, therefore, that the Disclosing Party, in addition to any rights and remedies it may have under this Agreement or at law or in equity, shall be entitled to seek injunctive and other equitable relief to prevent the breach, or the further breach, of any of the provisions of this Agreement. The Receiving Party agrees to reimburse the Disclosing Party for any and all losses, liabilities, damages, costs, opportunity costs, and direct or indirect expenses (including reasonable attorney’s fees, profit opportunity returns foregone and any court costs) incurred by <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>iscloser’s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement. 11. Data Protection. Pursuant to the terms of this Agreement, the Parties may share contact details such as name, mail address, email address, telephone numbers, etc., in connection with the Purpose (“Contact Details”). Such Contact Details may be considered personal data under applicable data protection laws. The Parties acknowledge that one party may disclose Personal Data to the other party, and each party shall comply with its obligations as a data controller under applicable data protection laws. In particular, each party shall: (a) ensure that it may lawfully transfer Contact Details to the other party; (b) inform employees, consultants or potential employees, consultants of the transfer to the other party; (c) process the Contact Details only pursuant to the terms of this Agreement and in accordance with applicable data protection laws; (d) ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Contact Details and against accidental loss or destruction of, or damage to, the Contact Details; (e) provide reasonable assistance to the other party in complying with applicable data protection laws; and (f) delete or return to the other party upon request all Contact Details, including copies, unless legally prohibited. 12. Remedies. The Parties acknowledge and agree that a breach of this Agreement by either Party may cause irreparable injury to the other’s business as a result of any such violation, for which the remedies at law may be inadequate, and that Discloser is therefore entitled to seek, in addition to any other remedies available to Discloser, a temporary restraining order and injunctive relief against Recipient, provided the Discloser can meet the legal requirements therefor. 13. Miscellaneous. No failure, delay, or single or partial exercise of any right under this Agreement by either Party is a waiver of such right. This Agreement may be modified or waived only by a separate writing by the Parties expressly modifying or waiving any provision of this Agreement. Neither the provision of Proprietary Information under this Agreement nor the execution of this Agreement binds or obligates either Party to any business relationship, and neither Party is bound or obligated to any such relationship with the other Party until the Parties execute a binding written agreement specifically describing such relationship. If any provision of this Agreement is held to be illegal, invalid, or une<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nforceable, the remaining provisions will be unaffected and remain in effect. Any additional documents presented to a BMC representative by Customer for signature as a condition for going on a Customer’s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void. 14. Compliance with Law. The Parties agree to comply with all applicable international and national laws that apply to (i) Proprietary Information, or (ii) any product (or part thereof), process, or service that is the direct result of the Proprietary Information, including without limitation, the U.S. Export Administration Regulations, as well as end-user and destination restrictions issued by U.S. and other governments. 15. Attorney’s Fees. If either Party engages legal counsel to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs. 16. Governing Law. This Agreement is governed by the laws of the State of Texas without regard to conflict of law principles.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ise to the business or affairs of the Disclosers (or its Group Members); (c) information acquired by observation by the Recipient or any Authorised Person at the offices of or other premises of the Disclosers relating to the Purpose or to the affairs of the Disclosers; (d) analyses, ideas, compilations, studies and other material created by the Recipient or any Authorised Person which contain or otherwise reflect or are generated or derived from the information referred to above; and (e) the contemplation and implementation of the Purpose, and the existence and content of this Agreement; Group Member means in relation to a party, any undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time; Intellectual Property Rights means intellectual and industrial property rights, including copyright (including moral rights), patents, know-how, trade secrets, trademarks, service marks, trade names, design rights, registered designs, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in trade and business names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) including rights in the nature of unfair competition rights and rights to sue in passing off; and (f) wherever existing; Purpose Franchise agreement Use means receive, store, transmit, access, read, analyse, disclose, share, print, copy, reproduce, extract, modify, adapt, incorporate, exploit or use Confidential Information in whole or in part in any manner whatsoever. 1.2 In this Agreement: 1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any); 1.2.2 any table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; 1.2.3 a <|eot_id|> <|start_header_id|>assistant<|end_header_id|>reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; 1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns 1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established; 1.2.6 a reference to a gender includes each other gender; 1.2.7 words in the singular include the plural and vice versa; 1.2.8 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form including email; 1.2.10 a reference to legislation is a reference to that legislation as in force at the date of this Agreement and amended, extended, re-enacted or consolidated from time to time; 1.2.11 a reference to legislation includes all subordinate legislation made as at the date of this Agreement and from time to time under that legislation; and 1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nea<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 AGREEEMENT between TRANSNET LIMITED and (“insert name”) CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This agreement (“Agreement”) is entered into as of the date first written below (the “Effective Date”) by and between TRANSNET LIMITED (hereinafter referred to as “Transnet” or “the Disclosing Party”) having as its principal place of business at 38th Floor, Carlton Centre, Johannesburg, 2001, and (Registration number) (hereinafter referred to as “the Bidder” or the “Receiving Party”) with its principal place of business at (Transnet and the Bidder shall hereinafter referred to as the “Parties”). WHEREAS, the Bidder is interested in participating in the disposal process being undertaken by Transnet in relation to the business of Luxrail (hereinafter referred to as “the Blue Train” or “the Target”) (such disposal hereinafter referred to as the “Proposed Transaction”); AND WHEREAS, it is agreed that in order to enable the Bidder to assess the Target, Transnet will disclose Confidential Information relevant to the Proposed Transaction to the Bidder; AND WHEREAS, the Bidder recognises that careful protection and non-disclosure by the Bidder of Confidential Information disclosed by Transnet is of vital importance to the prosperity of the Target, Transnet and clientele of Transnet; NOW THEREFORE, Transnet agrees to disclose the Confidential Information and the Bidder agrees to receive the Confidential Information under the following terms and conditions. 1. CONFIDENTIAL INFORMATION 1.1 Definition. When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked “Confidential” by the Disclosing Party. Confidential information specifically excludes the following: 1.1.1 information which is in the public domain or enters the public domain other than by reason of a breach of the terms of this Agreement; 1.1.2 where it becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or the individual members of the Disclosing Party, as the case may be; 1.1.3 w<|eot_id|> <|start_header_id|>assistant<|end_header_id|>here it was known to the Receiving Party prior to having access to the Confidential information; and 1.1.4 where the Receiving Party is obliged to disclose by law, or by order or under the rules of any competent regulatory authority or court. 1.2 Purpose. The purpose of the disclosure of Confidential Information is to enable the Target’s assets and liabilities relevant to the Proposed Transaction to be assessed. 1.3 Ownership. The Confidential Information is and shall be considered valuable trade secrets owned exclusively by the Disclosing Party. The Disclosing Party retains all right, title and interest in the Confidential Information and any reasonably related information which may be subsequently developed, and the Receiving Party waives all rights to the intellectual property and copyright therein in favour of the Disclosing Party. 1.4 No License. No license is granted to the Receiving Party in relation to any intellectual property rights that attach to or may be embodied in any Confidential Information, or is implied by the conveying of such Confidential Information to the Receiving Party. 1.5 No Warranties. The Disclosing Party assumes no responsibility for any loss or damages suffered by the Receiving Party or any third party caused by or arising from the Confidential Information, and the Disclosing Party makes no warranties of any kind, whether express or implied, as to the accuracy or completeness of the Confidential Information. 1.6 Authorised. The Disclosing Party is authorised to provide Confidential Information to the Receiving Party. 2. NON-DISCLOSURE 2.1 Use of Confidential Information. The Receiving Party may use the Confidential Information solely for the purposes of assessing the Target for purposes of the Proposed Transaction. The Receiving Party recognises that this Agreement imposes an affirmative duty to hold such information in confidence and protect it from dissemination to and use by any unauthorised persons. In the absence of the Disclosing Party’s prior written consent, the Receiving Party shall not produce nor disclose the Confidential Information, or any part thereof, to any third party. 2.2 Disclosure of Confidential Information. The Confidential Information is proprietary information and for the exclusive and non-transferable use of the persons to whom it is addressed and the recipients of the Confidential Information agree that all of the information contained herein is of a confidential nature and is subject to this Confidentiality Agreement, and that they will not, directly, or indirectly, disclose or permit their agents or affiliates to disclose any such information without the prior written consent of Transnet except as expressly permitted by the terms of this Agreement. 2.3 Return of Confidential Information. Promptly following the request of the Disclosing Party, the Receiving Party will deliver to the Disclosing Party all confidential information (and copies and extracts thereof) furnished to, or created by or on behalf of, the Receiving Party. Notwithstanding the return of the Confidential Information<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ONE WAY NON-DISCLOSURE AGREEMENT This Agreement (the “Agreement”) is entered into as of this day of , 201, by and between Chemsultants International, Inc. (“Chemsultants”), an Ohio corporation, having a principal place of business at 9079 Tyler Boulevard, Mentor, Ohio 44060 and (“Client”). Collectively Chemsultants and Client shall be referred to herein as “parties” or “party” as applicable. Whereas, Client intends to disclose to Chemsultants certain proprietary and confidential information for the purposes of establishing a possible business relationship, transaction and/or additional agreement(s), and may in the future engage in discussions regarding future transactions (each, a “transaction”). In consideration of this exchange of certain proprietary and confidential information, any disclosure of confidential or proprietary information between the parties shall be subject to the following terms and conditions: 1. Confidential Information. Unless instructed otherwise in writing, the parties acknowledge that all information, knowledge, or data relating to the business of Client, including but not limited to: costs and financial information; pricing methods or strategies; existing and potential customers; market studies, plans and strategies; trade secrets, know how, ideas, strategies, inventions, materials, drawings, proprietary information, operational information, and any other non-public information, material or data relating to the past, current and/or future business and operations of Client (including any information, summaries or other compilations ext<|eot_id|> <|start_header_id|>assistant<|end_header_id|>racted from such shared information), shared for review, and in all instances marked as confidential, belongs to and is the sole and exclusive property of Client and shall be deemed confidential ("Confidential Information") and subject to nondisclosure. Confidential Information shall not include: (a) information which can be shown to have been in the public domain at the time of disclosure, (b) documented information which was possessed prior to the time of its disclosure hereunder, (c) information that becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission on the part of the parties or party, or (d) information that is given to the parties without obligation of secrecy by a third party, who is free to disclose the information, as of the date of such third party's disclosure. 2. Use of Confidential Information. The parties acknowledge that any use of shared Confidential Information other than for the benefit of Client or the furtherance of a business relationship with Client, would be wrongful and cause irreparable harm to Client. Accordingly, unless otherwise agreed to in writing by Client, Chemsultants agrees to (a) keep all Confidential Information confidential and to not, at any time during or after any transaction where Confidential Information disclosures are made, publish, disclose, or divulge Confidential Information to any person, firm, or corporation other than its Representatives and to cause its Representatives to observe the terms of this Agreement; (b) not use, directly or indirectly, copy, or reproduce any Confidential Information of Client for its own benefit or for the benefit of any person, firm, or corporation other than Client, and in any event only in connection with evaluating or engaging in a transaction or business relationship with Client. Chemsultants hereby agrees it shall be responsible for any breach by it or its Representatives. For the purposes of this Agreement, the term “Representative” shall mean the party’s affiliates, directors, officers, employees, agents, advisors (including, without limitation, financial advisors, legal counsel and accountants) and controlling persons, who are actively and directly participating in any transaction with Client or who otherwise need to know the Confidential Information for the purpose of furt<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Supplier Non-Disclosure Agreement This Nondisclosure Agreement (“Agreement”) is made and entered into as of this day of 20 (“Effective Date”) by and between Sanmina Corporation a Delaware corporation having a principal place of business at 2700 N. First Street, San Jose, California 95134 and its subsidiaries and affiliates (collectively “Sanmina”) and a company/corporation (“Recipient”) having a principal place of business at . 1. Purpose of Disclosure. The purpose of this Agreement is to permit the parties to evaluate whether to enter into a business relationship and related projects (the “Purpose”). In connection with such discussions, Sanmina may disclose Confidential Informa-tion (defined below) to Recipient. 2. Confidential Information Defined. “Confidential Information” shall mean and include (i) samples and prototypes, (ii) all information disclosed in any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Sanmina as “Confidential,” “Proprietary” or other appropriate legend indicating the confidential nature of the information or (b) would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, and any other business information relating to Sanmina, whether constituting a trade secret, proprietary information or otherwise, which has value to Sanmina and is treated by Sanmina as being confidential. 3. Information That Is Not Confidential. Information in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b) information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Recipient; (c) information which the Recipient can show was in the Recipient’s possession before the date of disclosure under this Agreement; (d) information that the Recipient can show was acquired by the Recipient from a third party who was not known by the Recipient to be under an obligation of confidence to Sanmina; and (e) information which the Recipient can show was independently developed by the Recipient without reference to Sanmina’s Confidential Information. 4. Disclosure Period and Termination. This Agreement controls Confidential Information which is disclosed from the Effective Date until terminated. Recipient’s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. The parties agree that Confidential Information constituting a trade secret shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law. 5. Duty to Protect. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidenti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>al Information of a similar nature. Recipient shall (i) limit access to all Confidential Information to its employees who shall reasonably require access to the Confidential Information for the purpose set forth above, (ii) shall insure that all such employees have signed a nondisclosure agreement in content substantially similar to this Agreement, (iii) shall use the Confidential Information solely in connection with the Purpose, and (iv) shall use due diligence to insure that all such persons comply with the provisions of this Agreement. Recipient shall be liable for any breach of this Agreement by its employees or representatives. 6. Court Orders. Nothing contained in this Agreement shall restrict Recipient from disclosing Confidential Information that is required to be disclosed under any subpoena or court order provided that the Recipient provides Sanmina with prompt notice so that Sanmina may, at its expense, seek a protective order or take other appropriate measures. 7. No Further Rights or Duties Implied. Sanmina does not warrant that the Confidential Information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Recipient’s purposes. The Confidential Information is provided “AS IS” with all faults. Sanmina shall not be liable for the accuracy or completeness of the Confidential Information. Nothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Recipient with respect to infringement of any intellectual property rights of others. Sanmina has no obligation under this Agreement to purchase any item or service from the Recipient. 8. Return of Confidential Information. Within ten (10) days after any written request by Sanmina, the Recipient shall promptly return all copies of the Confidential Information ex<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>t 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 concerning all aspects, terms and condition of this Agreement. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed a duplicate original. 11. No party shall be considered or adjudged to be in violation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the spirit behind this Agreement is one of mutual trust, confidence and reliance upon eac<|eot_id|> <|start_header_id|>assistant<|end_header_id|>h party to do what is fair and equitable. 12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof. 13. This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees. IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" ON THE DATES SET FORTH BELOW. Agreed, executed and acknowledged on 2/9/99 , 1999 /s/ Michael M. Cimino /s/ Richard Seifert 02/08/99 --------------------------------- -------------------------------- Mike Cimino for High Speed Net Richard Seifert for R J Seifert Solutions Enterprises<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>he information. 2. Confidentiality: 2.1 No Use: Recipient agrees not to use the Confidential Information in any way or under any circumstances share the same, in writing or through any other means, with any Third Party. 2.2 No Unauthorized Disclosure: Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person(s) or entity (ies), even if authorized or directed under any law, without the express permission of the Discloser. Discloser, notwithstanding, shall have the right to deny such disclosure of the Confidential Information being detrimental to the security interests of the Discloser and/or its 2.3 Protection of Secrecy: Recipient agrees to take all steps necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from failing into the public domain or into the possession of unauthorized person(s) and/or entity(ies). 2.4 Recipient agrees that the layout plan of the structural design of the Premises, whether in in physical or electronic form, shall always be in the custody of the Discloser. However, the Recipient shall have the access to the layout plan for the purpose of carrying out the contract for installation of CCTV System. 3. Notices: All notices hereunder shall be given by letter, addressed as follows: 4. Term and Termination. The term of this Agreement shall commence on the [Name of the Mission/Post] [Name of the Company] [Address] [Address] Attention [Insert Name] Attention:[Insert Name] Title:[Insert Designation] E- Title: [Insert Designation] E- mail:[Insert E-mail] mail:[Insert E-mail] Telephone:[Insert Number] Telephone: [Insert Fax:[Insert Number] Number] Fax: [Insert Number] Effective Date i.e. the date of signing the Agreement for the Purpose and continue for such a period until and unless the Discloser terminates the Agreement o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r the Premises is relocated or vacated or abandoned, whichever is earlier. 5. Breach. The Recipient acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to Discloser including loss of lives and limbs of the persons and damage to the property, for which monetary damages may be difficult to ascertain or turn to be meaningless. The Recipient therefore agrees that Discloser will have the right, in addition to its other rights and remedies, to seek injunctive relief for violations of this Agreement. 6. In case the Discloser suspects any violation of this Agreement, upon reasonable notice, it shall be binding for the Recipient to allow the Discloser to carry out an Audit by itself or by an authorized representative. In such a situation, the Recipient shall cooperate with the Discloser. The onus to rebut the suspicion shall lie on the Recipient 7. Any dispute or difference arising out of or in connection with this Non- Discloser Agreement shall be setteled amicably by the Parties through mutual negotiations. Any unsettled dispute or difference shall be referred to Arbitration by a Sole Arbitrator. The Arbitration shall be conducted in accordance with the rules and procedure of UNCITRAL in force on the date of Agreement. Arbitr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it h<|eot_id|> <|start_header_id|>assistant<|end_header_id|>as a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire ag<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ment/Agency/Business Address Telephone Number: Signature: This form is not subject to the requirements of P.L. 104-13<|eot_id|> <|start_header_id|>assistant<|end_header_id|>, “Paperwork Reduction Act of 1995” 44 USC, Chapter 35.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>sses, forecasts, personnel information, customer and prospective customer lists, trade secrets, product design, capabilities, specifications, the identify of potential and actual customers, and suppliers and all documentation, materials and media provided by one Party to the other). 2. Protection of "Confidential Information": In consideration of each Party's disclosure of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the other Party, that it: (a) shall maintain such Confidential Information in the strictest confidence; (b) shall not disclose, transfer or otherwise make available any of such Confidential Information to any third party, unless such Confidential Information must be disclosed for the purposes contemplated herein, or under legal compulsion to disclose any such Confidential Information, in which event each Party shall, prior to such disclosure, obtain written consent from the other Party and obtain from the third person a written agreement acknowledging the binding effect of these restrictions regarding the Confidential Information; and (c) shall not directly, indirectly or in concert with any person, use the Confidential Information for any purpose other than evaluating the prospective business relationship with the other Party in accordance with the introduction. Each Party shall take reasonable measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect the receiving Party’s own confidential information. Confidential Information of the other Party may be provided to a Party’s employees onl<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee. 3. Excluded Information: This Agreement shall not apply to any information: (a) that has been or which becomes publicly known, through no wrongful act of either Party; (b) which is required to be disclosed in order to comply with applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order. 4. No Licenses or Warranties: Each Party’s Confidential Information and all rights thereto shall remain such Party’s sole property. Each Party recognizes that the disclosure of Confidential Information by the disclosing Party shall not be construed as granting any rights, by license or otherwise, concerning any Confidential Information, except as may be explicitly created by this Agreement. Each Party acknowledges that the other Party’s Confidential Information includes valuable trade secrets. Neither Party has any obligation to disclose Confidential Information to the other Party. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CONDITION, FITNESS and MERCHANTABILITY, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION. 5. Remedies: If either Party causes a disclosure of the other Party’s Confidential Information in breach of the terms of this Agreement, the disclosing Party shall immediately report in writing the disclosure to the other Party and shall save, defend, indemnify and hold the non-disclosing Party harmless from and against any and all liability and damages suffered by the non-disclosing Party arising therefrom. In addition to the foregoing and without limitation thereof, the disclosing Party shall cooperate in prosecuting any claims against third parties for unauthorized use of any Confidential Information. Each Party acknowledges that unauthorized disclosure, use or disposition, whether actual or threatened, of any Confidential Information shall cause irreparable harm, loss of business and significant injury to the disclosing Party, the scope of which would be difficult to ascertain. Each Party agrees, therefore, that the disclosing Party has the right to obtain an immediate injunction against any breach, threatened breach or attempted breach of this Agreement, 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|>all 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. 2.7 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<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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) save in relation to its backup email systems, erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form; 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 Confid<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ct of this agreement and are explicitly warned to be obliged to safe keep the information and business data as confidential and that in case of the violation of confidentia<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lity they are liable for any damage caused. In case the recipient, with the prior written consent of the owner, engages sub-suppliers to carry out the subject of this agreement, a written confidentiality agreement is to be presented to the owner, which has been signed between the recipient and a sub-supplier. The contents of the agreement shall be identical to this agreement. The confidential information is allowed to be communicated to third parties only with the express written consent of the owner. If the owner’s confidential information is disclosed by the recipient, it shall remain the exclusive property of the owner, but the recipient is liable to any damage caused. For the term of 10 years, after receiving the INFORMATION and business data, the confidential information shall be kept safely, unless defined differently by a special agreement or it is proved to have been made publicly known. The obligation does not terminate even if one of the parties backs out of the contract, e.g. due to resigning from the cooperation or from the planned project. In this case, the recipient is to return all the material file of the INFORMATION and business data at once or at the latest in 7 (seven) days after receiving the request. The recipient is to return also those INFORMATION and business data which were given to the eventual sub-supplier. The INFORMATION and business data, stored on the electronic media, are to be destroyed immediately after issuing the request. If the above mentioned terms are not respected, the owner has the right to enforce the protection of its rights in the competent court of law and the right to appropriate compensation. Other provisions 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|>ness adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature. 5. Intellectual Property (a) Nothing in this Agreement shall be construed as granting or conferring any rights, interests or intellectual property rights by assignment, license or otherwise, relating to any Confidential Information in or for any intellectual property, invention, discovery or imp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rovement or derivative made, conceived or acquired prior or subsequent to the Effective Date. Except for the limited right to use the Confidential Information as set forth above, all intellectual property, patent, copyright, trademark, trade secret and all other rights and interests in the Confidential Information and the products, inventions, ideas, works, creation, symbols, data, reports, opinions and all other concepts and materials developed, invented, reduced to practice, authored or created by Receiver (including portions and derivatives thereof) in any medium arising from or relating to this Agreement (“Intellectual Property”) shall be the sole and exclusive property of VIDAR. (b) All Intellectual Property that are original works of authorship shall be considered works made for hire (as that phrase is used in Section 101 of the United States Copyright Act, 17 U.S.C. § 101 or analogous law). If any Intellectual Property is found not to be a work made for hire and/or is owned by Receiver or any third party, Receiver hereby irrevocably (and shall cause any third party owner to) assigns and transfers all rights to and interests in such Intellectual Property to VIDAR without further consideration. (c) Receiver shall promptly disclose all Intellectual Property to VIDAR and shall make and maintain adequate and current written records of all Intellectual Property. Receiver agrees to take all actions, execute all instruments and fully cooperate with VIDAR, its successors, assigns or nominees in which, in the opinion of VIDAR, are expedient or necessary at any time to file, prosecute, register, evidence, secure, maintain or litigate all such VIDAR rights and interests in the Intellectual Property throughout the world, including all commercial, legal or administrative proceedings involving the same. All expenses of applying for and obtaining such rights and interests shall be borne by VIDAR. VIDAR shall reimburse Receiver for pre-approved expenses paid in connection with such cooperation. 6. Return of Confidential Information. Upon the request of VIDAR or the termination or expiration of this Confidential Agreement, Receiver shall promptly return to VIDAR all copies of the Confidential Information and obtained by Receiver. 7. Disclaimer. Receiver acknowledges that the Confidential Information may relate to processes or products that are developmental and may or may not have been reduced to practical application in prototype form. Accordingly, Receiver understands that neither VIDAR has 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|>rds 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 authorization), 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 Tra<|eot_id|> <|start_header_id|>assistant<|end_header_id|>demark Office or trademark office or registry of any nation, state or political jurisdiction within the Territory, placed upon or used in connection with the Business of Company or the sale, distribution, promotion and marketing of the Products or any other goods or services provided or distributed by Company, including, without limitation, "ACT and design," "Air-Chem Technologies W" and "The ACT Monitoring Card System TM", together with any and all other marks that may be developed for use or are used in connection with the marketing or distribution of the Products or any other goods or services provided or distributed by Company; provided, however, the term "Marks" shall not include the trademarks and, which are owned by Master Distributor. (1) Master Distributorship Agreement The 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|>ny 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 authorization), 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 Trademark Office or trademark office or registry of any nation, state or political jurisdiction within the Territory, placed upon or used in connection with the Business of Company or the sale, distribution, promotion and marketing of the Products or any other goods or services provided or distributed by Company, including, without limitation, "ACT and design," "Air-Chem Technologies W" and "The ACT Monitoring<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Card System TM", together with any and all other marks that may be developed for use or are used in connection with the marketing or distribution of the Products or any other goods or services provided or distributed by Company; provided, however, the term "Marks" shall not include the trademarks and, which are owned by Master Distributor. (1) Master Distributorship Agreement The term "Master Distributorship Agreement" means that certain Agreement by and between Company and Master Distributor dated as of the 1st day of January, 1996. (m) Patents. The term "Patents" means all inventions or letters patent owned or obtained by or on behalf of Company, and which are registered with the United States Patent and Trademark Office or the patent office or registry in any political subdivision, nation or state in the Territory or are eligible for registration and/or other protection under the laws and treaties of the United States or of any other political subdivision, nation or state in the Territory. (n) Products. The term "Products" means and includes the Products to be distributed by the Master Distributor under the Master Distributorship Agreement. (o) Proprietary Information. The term "Proprietary Information" means all of the following materials and information, whether or not patentable or protected or protectable, by copyright or equivalent design, registration law or regulation existing from time to time with any part of the Territory, to which Master Distributor has received access or which Master Distributor receives, develops, or has developed, in whole or in part, as a direct or indirect result of performing this Agreement or through the use of any of Company's facilities or resources: (i) Production processes, quality control processes and/or procedures, marketing techniques, purchasing information, pricing policies, quoting procedures, financial information, customer names and requirements, customer data and other materials or information relating to the manner in which Company does business; (ii) Discoveries, concepts and ideas, and the embodiment thereof, whether or not patentable or subject to protection by a copyright, I including, without limitation, the nature and results of research and development activities, processes, formulas, techniques and "know-how"; (iii) Any other materials or information related to the business or activities of Company which are not generally known to others engaged in similar business or activities; (iv) Trade Secrets, Confidential Information or other proprietary information which Company has acquired or may in the future acquire from any third party, including, without limitation, operating principles, documentation, drawings, programs and performance specifications and results, provided to Company by such third parties pursuant to agreements, understandings and/or acknowledgments to the effect that such trade secrets and confidential or proprietary information provided to Company by such third parties (collectively "Third Party Confidential Informa<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>n, (iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation, or (v) the Company agrees in writing may be disclosed by Recipient. Re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>cipient expressly agrees not to use the Confidential Information for purposes other than those necessary to consider the possibility of entering into a business relationship with the Company. All Confidentia<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>title, interest or proprietary right to the Receiving Party in the Disclosing Party’s Confidential Information or its products embodying the same. 6.3. All Confidential Information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement shall be and remain the Disclosing Party’s property. 7. NO REPRESENTATION 7.1. Neither of the Parties make any express or implied representation or warranty as to the accuracy, reliability or completeness of the Confidential Information, expressly disclaiming any and all liability that may be based on the Confidential Information, including any errors therein or omissions there from. 7.2. The Parties further agree that they are not entitled to rely on the accuracy or completeness of the Confidential Information. 8. INADEQUACY OF DAMAGES 8.1. Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the other Party. Accordingly, each Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement. 9. NO OBLIGATION TO DISCLOSE OR CONTINUE DISCUSSIONS 9.1. Nothing in this Agreement shall impose an obligation on either Party to disclose its information, whether Confidential Information or otherwise, to the other Party. 9.2. Nothing in this Agreement shall impose an obligation on either Party to continue discussions or negotiations in connection with the Purpose or enter in<|eot_id|> <|start_header_id|>assistant<|end_header_id|>to any contract or business relationship with each other. 10. TERM AND SURVIVAL OF CONFIDENTIALITY OBLIGATIONS 10.1. The term of this Agreement shall be for a period of [three (3)] years from the Effective Date (the “Term”) but may be terminated or extended upon both Parties’ written agreement. 10.2. The rights and obligations contained in this Agreement shall continue in full force and effect for [two (2)] years after expiration of the Term or termination of this Agreement. 11. NO PARTNERSHIP OR AGENCY 11.1. Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the Parties, create any commercial agency relationships between the Parties or authorise any Party to make or enter into any commitments for or on behalf of the other Party. 12. GENERAL 12.1. Assignment and other dealings. Neither Party shall assign, transfer, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written agreement of the other Party. 12.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 12.3. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties. 12.4. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 12.5. Severance. If any provision of this Agreement is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. Any modification to a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. 12.6. Notice. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by pre-paid first class post or by a reputable next-day courier service at its registered office or principal place of business or sent by email to the address specified by the Party in writing. Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is delivered at the proper address; if sent by pre-paid first class post, on the second business day after posting; if by next-day courier service, at the time recorded by the courier; or if by email, at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 12.7. Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 12.8. Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. 12.9. Jurisdiction. Each Party irrevocable agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The undersigned are duly authorised 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|>th of Massachusetts][State of New York][State of Rhode Island] for the purpose of interpretation and enforcement of this Non-Disclosure Agreement. §12. Amendments. This Non-Disclosure Agreement may be amended or modified only by an instrument in writing signed by authorized representatives of all Parties. §13. Assignment. This Non-Disclosure Agreement may not be assigned without the express written consent of all Parties hereto; provided, however, that any Party may assign this Non-Disclosure Agreement to an Affiliate of such Party without the consent of any other Party. §14. Severability. Whenever possible, each provision of this Non-Disclosure Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by, or determined to be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Non-Disclosure Agreement. All obligations and rights of the Parties expressed herein shall be in addition to, and not in limitation of, those provided by applicable law. §15. Entire Agreement. This Non-Disclosure Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and any and all previous representations or agreements with respect to such subject matter, either oral or written, are hereby annulled and superseded. §16. Consents and Waivers. Any consent or waiver of compliance with any provision of this Non-Disclosure Agreement shall be effective only if in writing and signed by an authorized representative of the Party purported to be bound thereby, and then such consent or waiver shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by any Party in exercising any right, power or privilege under this Non-Disclosure Agreement shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other exercise of any other right, power or privilege hereunder. §17. No Publicity. [No Party shall issue any press release or make any other public announcement regarding the existence of this Non-Disclosure Agreement or any discussions among the Parties regarding the Purpose without the p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rior written consent of all Parties.] §18 Notices. Where written notice is required by this Non-Disclosure Agreement, such notice shall be deemed to be given when delivered personally, mailed by certified mail, postage prepaid and return receipt requested, or by facsimile or electronic mail, as follows: To National Grid: [] Attn: To []: [] Attn: §19 Counterparts. This Non-Disclosure Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Non-Disclosure Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Non-Disclosure Agreement and of signature pages by facsimile or in electronic form (“.pdf” or “.tif”) shall constitute effective execution and delivery of this Non-Disclosure Agreement as to the Parties and may be used in lieu of the original Non-Disclosure Agreement for all purposes. Signatures of the Parties transmitted by facsimile or in electronic format shall be deemed to be their original signatures for all purposes. In proving this Non-Disclosure Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought. IN WITNESS WHEREOF, this Non-Disclosure Agreement has been executed by duly authorized representatives of the Parties as of the date first above written. [insert legal National Grid entity] [insert legal name of Contractor] By: By: Name: Name: Title: Title: ISA Exhibit Information Security Addendum The following terms and conditions shall apply with regard to Personal Information as defined in this Information Security Addendum (“Addendum”). In the case of any inconsistency, conflict, or any other difference with respect to Personal Information between the Non-Disclosure Agreement and any of the terms in this Addendum, the terms of this Addendum shall in all cases be controlling. To the extent any capitalized terms are not defined in this Addendum, such shall have the same definition as have been provided in the preceding Non-Disclosure Agreement. The obligations of Contractor under this Addendum shall be deemed to apply to and bind Contractor’s Representative to the extent such Representative or Affiliate receives or has access to any Personal Information; provided, however, that Contractor shall remain solely liable for any noncompliance with the terms of this Addendum caused by its Representatives. 1.0 DEFINITIONS 1.1 “Personal Information” – means information defined as “personal information or “personal data” under applicable Law. Without limiting the foregoing, Personal Information includes information that identifies or could be used to re-identify a specific person, including but not limited to first name and last name or first initial and last name in combination with any one or more of the following data elements: addresses; residential and/or mobile telephone numbers; e-mail addresses; social security numbers; medical insurance numbers; state issued identification card number (including tribal identification numbers); driver’s license numbers or other driver identification data; personnel records; financial account information; credit related information, including any information relating to credit checks or background checks; credit or debit card numbers and personal identification numbers such as access codes, security codes or passwords that would permit access to an individual’s financial account; and medical or health information. Without limiting the foregoing, Personal Information includes all private data of National Grid and its affiliates’ employees, officers, directors, subcontractors, agents, and customers, that Contractor receives from National Grid, and as may b<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>of construction shall not apply to this agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms "other", "including", "include" and "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 1.4 The undertakings and obligations expressed to be undertaken by each party are undertakings and obligations such party owes to the other party and to each member of the other party’s Group, who may enforce relevant provisions of this agreement in accordance with paragraph 13. 2. CONFIDENTIAL INFORMATION 2.1 You shall treat and keep all Confidential Information as confidential and shall not, without our prior written consent, directly or indirectly disclose Confidential Information to any other person other than as permitted by paragraph 3.1. You shall ensure that the Confidential Information is protected with the same security measures and degree of care that would apply to your own confidential information. 2.2 You shall only use the Confidential Information for the purpose of considering and implementing the Possible Transaction. 2.3 Subject always to paragraph 4.3, we shall treat and keep all Target Confidential Information as confidential and shall not, without your prior written consent, directly or indirectly disclose such Target Confidential Information to any other person other than (i) as permitted by paragraph 3.1, (ii) to Jardine Matheson Holdings Limited (or any member of its group or its advisers in connection with the Possible Transaction) and (iii) to the Takeover Panel and the Financial Conduct Authority. 3. PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION 3.1 The restrictions in paragraph 2.1 and 2.3 do not apply to the disclosure of Confidential Information or Target Confidential Information (as appropriate): 3.1.1 to each party's respective Representatives who <|eot_id|> <|start_header_id|>assistant<|end_header_id|>are directly concerned with the assessment of the JLT Group and implementation of the Possible Transaction and whose knowledge of the Confidential Information or Target Confidential Information (as appropriate) is reasonably necessary for these purposes; or 3.1.2 to the extent required by law or regulation or by any court of competent jurisdiction or by the rules, or at the request of, any applicable governmental, supervisory or regulatory body or organisation or any stock exchange which, in each case, is lawfully entitled to require such disclosure (subject to paragraph 4). 3.2 Each party shall ensure that any person (the “Recipient”) to whom any Confidential Information or Target Confidential Information (as appropriate) is disclosed by such party (the “Relevant Party”) in accordance with paragraph 3.1.1 complies with all the provisions of this agreement as if it were a party to this agreement (save that there shall be no obligation on either party to ensure that professional advisers or Permitted Finance Providers comply with paragraph 6.3.2), and, save as aforesaid, the Relevant Party shall be responsible for anything which would constitute a breach of the provisions of this agreement by the Recipient were they a party. 4. ANNOUNCEMENTS AND DISCLOSURE 4.1 Subject to paragraphs 4.2 and 4.3, neither party shall make any announcement relating to the Possible Transaction without the prior written consent of the other party. 4.2 If either party is required by law or regulation or by any court of competent jurisdiction or by the rules, or at the request of, any applicable governmental, supervisory, stock exchange or regulatory body or organisation to make an announcement of the Possible Transaction or to 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|>rue Mario Nikis, 75738 Paris, Cedex 15 – France] (the “Agency”), and (2) [ ] [a [French] company whose registered number is [ ] and whose registered address is [ ]] (the “Contractor”) WHEREAS (A) The Agency has entered into a contract with the Contractor dated [ ] (the “Contract”) and both the Contractor and the Agency need to exchange certain information and documentation to enable completion of the Contract. (B) Both the Agency and the Contractor have agreed to provide information and documentation on general terms set out in the Contract and this Non-Disclosure Agreement further confirms and supplements those terms. (C) This Non-Disclosure Agreement is entered into since information and documentation may need to be circulated to individuals not employed by the Agency or the Contractor and so not bound by the Contract. THE PARTIES AGREE AS FOLLOWS: 1. Definitions 1.1 “Agency Authorised Persons” means those persons named by the Agency who have agreed to be bound by the terms of this agreement and who confirmed their agreement by signing Appendix 1; “Authorised Persons” means those persons named by the Contractor who have agreed to be bound by the terms of this agreement and who confirmed their agreement by signing Appendix 1; “Authorised Purpose” means the work to be performed under the Contract [as specifically described in Appendix 1]; “Disclose” means the distribution, circulation, supply or communication of information or Documentation either by means of verbal, electronic or hardcopy means; “Documentation” means all media on which information or data of any description is recorded including all paper documents and electronic communications whether in electronic or hard copy form; “Intellectual Property Rights” means all registered intellectual property rights and unregistered intellectual property rights granted by law including all patents, trade marks, design rights, data base rights, topography rights, know-how and trade secrets or equivalent rights or rights of action anywhere in the world; “Proprietary Information” means any information the provider states to be sensitive, confidential or for restricted use together with all Documentation marked “P<|eot_id|> <|start_header_id|>assistant<|end_header_id|>roprietary Information”. 1.2 In the event of any conflict between this agreement and the Contract the terms and conditions of the Contract shall prevail. 2. Disclosure 2.1 In consideration for the Agency supplying Proprietary Information to the Contractor, the Contractor shall a) only Disclose the Proprietary Information to Authorised Persons and to no other person; b) ensure that only Authorised Persons use, Disclose or copy (in hardcopy form or electronic form) the Proprietary Information to the extent strictly necessary for the Authorised Purpose <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> JURISDICTIONS Buyer and Covenantor intend to and do hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of Buyer and Covenantor that such determination not bar or in any way affect the right of Buyer to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants. ARTICLE 11 ATTORNEYS' FEES In the event of any action, suit, or other proceeding concerning the negotiation, interpretation, validity, performance, or breach of this Agreement, the prevailing party shall recover all of such party's reasonable attorneys' fees, expenses, and costs, not limited to costs of suit, incurred in each and every such action, suit, or other proceeding, including any and all appeals or petitions relating thereto. ARTICLE 12 MISCELLANEOUS 12.1 Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party. 12.2 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their personal representatives, administrators, executors, heirs, successors and assigns. 12.3 Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party's rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof. 12.4 Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by facsimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to: Buyer: Vertel Corporation 21300 Victory Boulevard Suite 700 Woodland Hills, California 91367 Attention: Chief Executive Officer Fax No.: (818) 598-0104 With a copy to: David J. Katz, Esq. Perkins Coie LLP 1620 26/th/ Street 6/th/ Floor Santa Monica, California 90404 Fax No.: (310) 788-3399 Covenantor: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: With a copy to: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by facsimile, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>bove, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given. 12.5 Time of Essence. Time is hereby declared to be of the essence of this Agreement and of every part hereof. 12.6 Severance and Enforcement. All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein. Without limitation, the parties intend that the covenants contained in this Agreement shall be severable insofar as the geographic and time restrictions set forth herein are concerned. If, in any judicial proceedings, a court shall refuse to enforce the geographic and/or time restrictions imposed herein to their fullest extent, then the geographic and/or time restrictions set forth herein shall be reduced to the extent necessary to permit enforcement of the foregoing covenant to the fullest extent possible. 12.7 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Subject to ARTICLE 10 hereof, any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Subject to ARTICLE 10 hereof, each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law. 12.8 Gender. Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word "person" shall include any corporation, firm, partnership or other form of association. 12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 12.10 Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any par<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>[LOGO] TeleService Resources TELESERVICE RESOURCES NON DISCLOSURE AND NONCOMPETE AGREEMENT This agreement is made as of the 1st of March, 1996, by and between TeleService Resources (TSR)(the "Providing Party") and Computer Generated Solutions, Inc. (CGS) (the "Receiving Party"). In connection with discussions between TSR and CGS, it will be necessary for CGS to review certain documentation and information considered proprietary by TSR. In view of TSR's desire that such documentation and information be maintained in confidence, it is hereby agreed that for a period of five (5) years commencing on the date of this Agreement, CGS shall not disclose or otherwise make available to a third party any proprietary information and documentation received from TSR that is identified as confidential ("Confidential Information"). All Confidential Information transmitted hereunder shall be and remain the property of TSR, and all such Information and any copies thereof shall be promptly returned to TSR upon request or destroyed at TSR's option. Confidential Information shall mean any non-public, confidential proprietary information, services to be rendered or transactions contemplated hereby, including without limitation, pricing and material terms and conditions of services offered, intellectual property, enabling software, programming, except that Confidential Information does not include any information that: (i) is required by law to be disclosed (ii) was available to the Receiving Party prior to its disclosure by the Providing Party (iii) was known or becomes generally available to the public or to competitors of the parties hereto other than as a result of disclosure by the Receiving Party Furthermore, in the event that TSR and CGS enter into program-specific Agreements whereby CGS will provide help desk call handling services to TSR, those services will be provided for TSR's client programs. CGS agrees not to pursue independent business relations with any of TSR's clients for which it provides services for a minimum period of two (2) years from the end date of the program-specific Agreement(s) /s/ Steve Carter Date: 3/1/96 --------------------- ------------ Steve Carter, Vice Preside<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt CMC Division Computer Generated Solutions, INc. /s/ L.L. Curtis Date: 3/1/96 -------------------------------- ------------ Lauri Curtis, Group President TeleService Resources/Data Management Services<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>) clinical trial protocols, assays, services, studies, results, findings, inventions, ideas and other knowledge, or (v) finances, financial models, business plans and marketing plans, reports, clients, pricing information, suppliers, machinery, processes organization and current products or products in process, and information received from others that DISCLOSING PARTY is obligated to treat as confidential. Confidential Information also includes the existence, terms and Purpose of this Agreement, the terms of any other agreements being discussed by the parties related to the Purpose, as well as the fact that any such discussions are taking place with respect thereto. 2. Use of the Confidential Information 2.1. RECIPIENT shall use the Confidential Information only for the Purpose as set forth herein. 2.2. RECIPIENT agrees to hold in confidence any and all Confidential Information disclosed, and further agrees not to disclose Confidential Information to third parties without the prior written permission of DISCLOSING PARTY and restrict the use of Confidential Information to the Purpose (and not to use it for any other purpose). 2.3. RECIPIENT undertakes to use its best efforts to limit access to the Confidential Information under its control solely to RECIPIENT's employees whose access to the Confidential Information is essential, provided that such employees have been specifically informed of the confidentiality of the Confidential Information and have agreed to be bound by the terms of this Agreement, or have entered into an agreement of similar scope and obligations with RECIPIENT to protect the proprietary/confidential information of RECIPIENT, or the proprietary/confidential information of third parties in the RECIPIENT’s possession. Notwithstanding the above, RECIPIENT shall remain liable for the compliance of the terms and conditions of this Agreement by its employees as if they were actions or omissions of the RECIPIENT. 2.4. RECIPIENT shall use at least the same degree of care with respect to Confidential Information that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, to prevent the unauthorized use, disclosure or publication of the Confidential Information. 2.5. RECIPIENT shall not perform reverse engineering on any Confidential Information. In particular, in the event that DISCLOSING PARTY provides any computer software and/or hardware to RECIPIENT as Confidential Information, RECIPIENT may not directly or indirectly, disassemble, decrypt, electronically scan, decompile or derive source code from the Confidential Information, or otherwise reverse engineer or attempt to reverse engineer the design and function of the Confidential Information. 2.6. RECIPIENT shall notify DISCLOSING PARTY immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by RECIPIENT and its employees, and will cooperate with DISCLOSING PARTY in every reasonable way to help DISCLOSING PARTY regain possession of the Confidential Information, and to prevent its further unauthorized use or disclosure. 3. Ownership of the Confidential Information 3.1. All Confidential Information is and shall remain the property of DISCLOSING PARTY, and DISCLOSING PARTY may use such Confidential Information for any purpose without obliga<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tion to RECIPIENT. Neither the execution of this Agreement nor the furnishing or disclosing of any Confidential Information hereunder shall be construed as an assignment or transfer, either expressly or by implication, estoppel or otherwise, or as granting any express or implied rights or license to the RECIPIENT to, or under any patents, patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property right of any kind now or hereafter owned by or controlled or possessed by DISCLOSING PARTY. 3.2. RECIPIENT covenants and undertakes not to use under its name (or register), nor shall it collaborate with any third party for said purpose, all or part of patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property rights of any kind owned by or controlled or possessed by the DISCLOSING PARTY. 4. Limitations on Confidentiality Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality and non-use by RECIPIENT with respect to any information that: (a) can be demonstrated to have been in the public domain as of the Effective Date of this Agreement, or legitimately comes into the public domain through no fault of the RECIPIENT; (b) can be demonstrated to have been known to or have been in the possession of the RECIPIENT prior to disclosure hereunder and was not acquired, directly or indirectly, from DISCLOSING PARTY; (c) can be demonstrated to have been rightfully received by the RECIPIENT after disclosure under this Agreement from an independent third party on a non-confidential basis having the legal right to make such disclosure, and who did not acquire it, directly or indirectly, from DISCLOSING PARTY under a continuing obligation of confidentiality; (d) can be demonstrated to have been independently developed by or on behalf of the RECIPIENT without <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>their respective Representatives (and all copies, extracts or other reproductions in whole or in part thereof, whether prepared by Originator or any of its Representatives or any other person) shall be returned to Originator or, with the Originator's written permission, destroyed and not retained by Participant or its Representatives in any form or for any reason except as required by law or regulations. This provision applies to all documents, memoranda, notes, computer programs and data bases and other writings whatsoever prepared by Participant or its Representatives based on, containing or otherwise reflecting the Evaluation Material. 4. To the extent the Evaluation Material includes or otherwise involves intellectual property, technical data, technology, processes, applications for patents, trade secrets or know-how, disclosure thereof to Participant or its Representatives by or on behalf of Originator, Target or any of their respective Representatives shall not be construed as the grant of any license or of any right to use the same, except for the sole purpose of evaluating and completing a potential Transaction. 5. Participant hereby covenants and agrees that for a period of eighteen months following the date hereof, it shall not, without the prior written consent of Originator (which will not be unreasonably withheld) directly or indirectly: (a) enter into negotiations, provide advice, provide any form of financial assistance (including, without limitation, debt or equity investments) or otherwise encourage, facilitate or consummate any transaction involving Target (whether structured as an investment, a purchase or assets, a purchase of debt or equity interests (including, without limitation, options, warrants or other securities or instruments convertible into or exercisable or exchangeable for debt or equity interests or equity appreciation rights, phantom equity or similar instruments or rights containing equity-like features), a merger, consolidation, combination, recapitalization, refinancing, restructuring, reorganization or otherwise) without the prior express written consent of Originator; or (b) initiate discussions with respect to the prospective employment of, or hire for employment, any employees of Target or any subsidiary thereof. 6. Participant acknowledges and agrees that neither Originator nor any Representative of Originator makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Any representations or warranties with respect to Originator, Target or otherwise made in connection with the consummation of a potential Transaction shall be contained only in a definitive agreement, if any, to which Participant and Originator are parties. Originator and its Representatives expect that Participant shall conduct its own independent investigation and analysis of Target and a potential Transaction, and you agree that neither Originator nor any of its Representatives<|eot_id|> <|start_header_id|>assistant<|end_header_id|> shall have any liability to Participant or its Representatives resulting from the use of the Evaluation Material supplied by Originator, Target or any of its Representatives. 7. Nothing herein shall be deemed to obligate Participant to enter into any transaction or arrangement with Originator or Target, and Originator shall be entitled to terminate the Participation and to demand the return or destruction of all Evaluation Materials by Participant at any time without limiting Participant's obligations hereunder. 8. Participant acknowledges and affirms that money damages would not be a sufficient remedy for any breach of this Agreement by it and that Originator shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Participant has breached this Agreement, then Participant shall be liable for and shall pay to Originator the reasonable legal fees and expenses and court costs incurred by Originator in connection with any such litigation, including any appeal therefrom. 9. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and sh<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>er into further agreements with the other Party. 7. Disputes and Governing Law 7.1 Any and all disputes, controversies and claims arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The place of arbitration including the making of the award shall be S<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tockholm, Sweden. The language to be used in the arbitral proceedings shall be English. 7.2 This Agreement shall be governed by the substantive laws of Sweden. 8. Term and termination 8.1 This Agreement enters into force when signed by both Parties. The initial term of the Agreement is three (3) years. If the Agreement is not terminated by notice six (6) months prior to the end of each term, it shall be extended with twelve (12) months with the same notice period until terminated as aforesaid by any Party. However, all obligations of confidentiality and non-use will survive the termination of this Agreement. 8.2 The obligations under this Agreement shall apply retroactively to any information exchanged prior to the effectiveness of this Agreement. 8.3 Should the Parties enter into an agreement of the type referred in Section 1 the confidentiality provisions in such agreement will prevail over this Agreement. This Agreement has been executed in two (2) identical copies of which the Parties have taken one (1) each. Place: Place: Date: Date: Name of Haldex company Supplier Signature Signature Name (print) Name (print) Title Title DOCUMENT NO. HDX4-51-130 Replaces SCM-0021 LEGAL#1597040V1<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>dential Information" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business including, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers. ARTICLE VI MISCELLANEOUS 6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below: If to Seller, to: ENTEX Information Services, Inc. Six International Drive Rye Brook, N.Y. 10573 Facsimile No.: (914) 935-3720 Attention: Lynne A. Burgess, Esq., Senior Vice President and General Counsel with a copy (which shall not constitute notice to Seller) to: Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Facsimile No.: (212) 269-5420 Attention: Gerald S. Tanenbaum, Esq. If to CompuCom, to: CompuCom Systems, Inc. 7171 Forest Lane Dallas, Texas 75230 Facsimile No.: (972) 856-5395 Attention: Ms. Lazane Smith, Senior Vice President and Chief Financial Officer with a copy (which shall not constitute notice to CompuCom) to: Strasburger & Price, L.L.P. 901 Main Street, Suite 4300 Dallas, Texas 75202 Facsimile No.: (214) 651-4330 Attention: Frederick J. Fowler, Esq. or to such other address as such party shall have designated by notice so given to each other party. 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto. 6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable. 6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement. 6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or <|eot_id|> <|start_header_id|>assistant<|end_header_id|>otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. 6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. COMPUCOM SYSTEMS, INC. By: ------------------------------------ Name: Lazane M. Smith Title: Senior Vice President and Chief Financial Officer ENTEX INFORMATION SERVICES, INC. By: ------------------------------------ Name: Kenneth A. Ghazey Title: President -10-<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party. (b) "Confidential Information" as used in this Agreement shall not include: (i) information that is publicly known at the time of disclosure by the Disclosing Party or thereafter becomes publicly known (other than as a result of a breach of the obligations of the Receiving Party contained in this Agreement to maintain the confidentiality of such Confidential Information); (ii) information that is actually known to the Receiving Party prior to the time of receipt of such Confidential Information by the Disclosing Party; (iii) information that is furnished to the Receiving Party by a third party who, to the best of the Receiving Party's knowledge after due inquiry, is not bound by a confidentiality agreement with, or by an obligation of confidence to, the Disclosing Party; (iv) information that is independently acquired or developed by the Receiving Party without use of, or reference to, the Confidential Information of the Disclosing Party and without otherwise contravening the terms and provisions of this Agreement; and (v) information in regards to which the Disclosing Party authorizes in writing to the Receiving Party their release from the confidentiality and/or limited use obligations contained in this Agreement. 2. Non-Disclosure. The Receiving Party shall, during the term of this Agreement and for a period of five (5) years after the termination of this Agreement, use reasonable care to maintain the confidentiality of Confidential Information and to limit its disclosure to only: (a) those of its directors, officers, employees, agents or professional advisors as have a need to know that Confidential Information in order that the objectives of the Discussions and Negotiations can be achieved; and (b) to any of its affiliates or subsidiaries so long as the affiliate or subsidiary understands and agrees that the Confidential Information is being provided subject to all terms and conditions of this Agreement. For the purposes of this Agreement, the term "reasonable care" shall mean the same degree of care exercised by the Receiving Party with respect to its own information of the same nature as Confidential Information. Notwithstanding the foregoing, the Receiving Party shall be responsible for the compliance by any of the parties listed in subsections 2(a) and (b) above with the provisions of this Agreement. The Receiving Party shall issue written instructions to those parties listed in subsections 2(a) and (b) above requiring them to comply with the Receiving Party's obligations referred to in this Section 2 and to use the Confidential Information only to assist in achieving the objectives of the Discussions and Negotiations. Any failure on the part of any of those parties listed in subsections 2(a) and (b) above to comply with the written instructions will be deemed to be a breach of this Section 2 by the Receiving Party. 3. Legally Required Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall: (a) provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; and (b) delay such disclosure as long as reasonably possible (without incurring liability for failure to make such a disclosure) to permit the Disclosing Party to seek a protection order and to allow for consultation with the Disclosing Party with respect to any reasonable alternatives to the required disclosure and with respect to the content of that disclosure. In <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the event that a protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that Confidential Information which the Receiving Party's counsel advises by written opinion is legally required to be disclosed and, to the extent possible under the circumstances, shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information that is disclosed. 4. Use of Confidential Information. Confidential Information shall not be copied or used by the Receiving Party for any purpose other than the Discussions and Negotiations. With regard to Confidential Information that is covered by copyrights belonging to the Disclosing Party, it is agreed that the Disclosing Party reserves all rights therein. However, the parties further agree that a limited number of copies of written information covered by such copyrights may be made by the Receiving Party so that the Receiving Party can adequately use such Confidential Information within the terms and conditions of this Agreement, provided that all proprietary legends and notices on the originals are also reproduced on such copies and that each copy is controlled by the Receiving Party as an original in accordance with the terms of this Agreement. 5. Ownership of Confidential Information. Confidential Information shall remain the exclusive property of the Disclosing Party, that the Disclosing Party is entitled to protect, and the Receiving Party shall develop no rights in the Confidential Information as a result of the disclosure. The Receiving Party explicitly agrees that all Confidential Information disclosed under the terms of this Agreement is being received subject to the Disclosing Party's ownership rights in the Confidential Information and, further, subject to all relevant intellectual and/or proprietary property rights of the Disclosing Party, including the relevant laws governing patents, trademarks, copyrights, trade secrets and unfair competition. Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party, expressly, impliedly, or otherwise, any licenses or other rights under any patents, trademarks or any other intellectual and/or proprietary rights which the Disclosing Party now owns or may acquire after this Agreement takes effect. 6. Return of Confidential Information. The Receiving Party shall, at its own expense, promptly return to the Disclosing Party all Confidential Information, including all written information, whether originals or copies of documents, records, summaries, analyses, and notes, and all materials in its possession that contain Confidential Information, regardless of who authored or generated such written information or materials, to the Disclosing Party immediately upon their request. If any of the Confidential Information is destroyed prior to the request, an adequate response to a return request of that Confidential Information by the Disclosing Party will be a written certificate, executed by an authorized officer of the Receiving Party, certifying that the relevant Confidential Information was destroyed. Additionally, the Receiving Party shall at the same time remove all digital representations, in any form, that contain any Confidential Information, from all electronic storage media in its possession or under its control. 7. Information Regarding Existence of Discussions and Negotiations. During the term of this Agreement, except as required by law, no party shall issue any statement, confirm or otherwise disclose to the general public, to the news media or to any third party, except with the prior written consent of the other party both as to the content and timing of the disclosure (such consent not to be unreasona<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>VENDOR/SUPPLIER NON-DISCLOSURE AGREEMENT This Vendor/Supplier Non-disclosure Agreement (“Agreement”) is made and entered into as of , 20 , by and between , a , the principal address of which is , (“Recipient”) and Oceaneering International, Inc., a Delaware corporation, the principal address of which is 11911 FM 529, Houston, Texas 77041, USA (“Oceaneering”). It is the intention of the parties to this Agreement to facilitate discussions regarding possible transactions between the parties by the protection from unauthorized disclosure or use of the Confidential Information (defined below). Therefore, the parties agree as follows: 1. For the purposes of this Agreement, “Confidential Information” shall mean any information disclosed by Oceaneering, whether in writing, orally, visually or otherwise, including but not limited to business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Oceaneering with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder. 2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and after the date of this Agreement, Recipient shall not: a. use the Confidential Information except for purposes of its business relationship with Oceaneering (the “Authorized Purpose”); or b. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its “Representatives”) who need to know the Confidential Information for the Authorized Purpose and who are subject to a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>n existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Oceaneering. 3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of the Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care. 4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Oceaneering. 5. No contract or agreement providing for any transaction or any commitment to enter into a transaction shall be deemed to exist by reason of this Agreement. 6. Any provision to the contrary notwithstanding, Recipient’s obligations under this Agreement are subject to any disclosure requirement of law, regulation or legal process, but only to the extent of such requirement. Recipient shall promptly notify Oceaneering of any such requirement, cooperate fully with Oceaneering’s requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information. 7. THE CONFIDENTIAL INFORMATION IS DISCLOSED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY, ASSURANCE, GUARANTEE, OR INDUCEMENT OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF COMPLETENESS, ACCURACY, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR PURPOSE. 8. Upon Oceaneering’s written request, Recipient shall promptly: (i) deliver to Oceaneering and cease to use all Confidential Information in Recipient’s (including its Representatives’) possession, custody or control; or (ii) destroy the same and delete all electronic records containing the Confidential Information, provided that Oceaneering may require Recipient to certify in writing such destruction and deletion. 9. Recipient agrees that money damages would not be a sufficient remedy for breach of this Agreement and that, in addition to all other remedies, Oceaneering shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach. 10. This Agreement sets forth the complete and exclusive statement of the parties’ agreement with respect to the subject matter hereof. This Agreement may not be waived or modified except pursuant to a written agreement signed by the parties. Any waiver or forbearance on one occasion shall have no effect on any other occasion. 11. Any provision hereof which is found to be unenforceable or contrary to applicable law shall be deemed stricken from this Agreement and the other terms and conditions hereof shall remain in full force and effect. 12. This Agreement shall bind and benefit the parties and their respective successors and assigns. Recipient’s obligations under this Agreement shall survive any termination hereof. 13. This Agreement shall be governed by the laws of Texas (excluding its conflicts-of-laws principles). The parties consent to the jurisdiction of the state and federal courts situated in Houston, Harris County, Texas. Executed on the dates set forth below but effective as of the date first written above. Recipient: Oceaneering International, Inc. By<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City. 3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and kee<|eot_id|> <|start_header_id|>assistant<|end_header_id|>p, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will, (a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein, (b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the a<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>and distribution strategies and policies; 1.1.6.14. business connections in the Republic of South Africa and overseas; 1.1.6.15. business acquisitions, disposal, opportunities and strategies; 1.1.6.16. staff lists, salary levels, employment agreements, training programmes and policies; 1.1.6.17. the existence and content of the discussions between the parties, as well as any other agreement which may be concluded between the parties pursuant to such discussions; and 1.1.6.18. All other information in whatsoever form communicated to or acquired by the receiving party during or arising from the discussions between the parties. 1.2. Clause headings are not to be referred to in interpreting this agreement. 1.3. Unless the context indicates otherwise, a reference to a person includes natural persons, juristic persons, partnerships, and trusts. 1.4. Any provision that contemplates performance or observance after the termination or expiry of this agreement or that of necessity must survive termination or expiry shall remain binding and enforceable after termination or expiry. 1.5. If any provision in Clause 1 confers rights or imposes obligations on any party, it shall be implemented as if it were a substantive provision in the body of the agreement, notwithstanding, that it is contained in clause 1. 2. INTRODUCTION 2.1. The parties wish to present business proposals to each and/or wish to discuss and negotiate a future business relationship to their mutual benefit and that of their clients. 2.2. In the course of the above interactions, the parties may disclose their Confidential Information to any unauthorised third party will cause considerable financial loss to the other party. 2.3. The parties further acknowledge that each party’s Protectable Interests are legitimate proprietary and commercial interests which each party is entitled to protect. 2.4. The parties further acknowledge that the disclosure of the Confidential Information to any unauthorised third party will cause considerable financial loss to the other party. 2.5. The parties accordingly wish to record their agreement with regard to the non-disclosure of the Confidential Information in writing. 3. NON-DISCLOSURE 3.1. In the interest of the protecti<|eot_id|> <|start_header_id|>assistant<|end_header_id|>on and maintenance of the Protectable Interests, each party undertakes that it shall not, at any time whatsoever and notwithstanding the termination of the business relationship and/or negotiations between the parties for whatsoever reason, without the prior written consent of the other party: 3.1.1. use, disclose or divulge, whether directly or indirectly, the Confidential Information to any person (whether in the other party’s employ or not) or to any person or entity which is not a party to the agreement; 3.1.2. use, exploit, disclose, copy, divulge or in any other manner whatsoever apply the Confidential Information disclosed to it for any purpose for which it is disclosed and otherwise than in accordance with the provisions of this agreement; 3.1.3. derive any benefit, whether directly or indirectly, from the Confidential Information and, without limiting the generality of the aforegoing, be engaged, involved, concerned or interest, whether directly or indirectly, in the economic exploitation of the Confidential Information. 3.2. The parties shall take all possible steps to prevent the Confidential Information Falling into the hands of unauthorised third parties. In order to give effect to their obligations in terms of the above clause, the parties, prior to making any disclosure, inform every person to whom disclosure of any of the Confidential Information is made in the manner permitted by the above clause of the confidential nature of the information and of the terms imposed by this agreement and shall require them to abide by same. The parties accept full responsibility and vicarious liability for any actions or omissions of any such person insofar as same may result<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>isclosing Party if and to the extent that the Disclosing Party consents in writing (including without limitation email from a senior executive of the Disclosing Party) to the Recipient’s disclosure thereof; (ii) the Recipient may disclose Confidential Information of the Disclosing Party to any Representative of the Recipient, but only to the extent such Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties, and (B) has been provided with a copy of this Agreement, has been instructed to<|eot_id|> <|start_header_id|>assistant<|end_header_id|> abide by the provisions hereof and is under an obligation to maintain the confidentiality of such Confidential Information; and (iii) subject to Section 3(c) below, the Recipient may disclose Confidential Information of the Disclosing Party to the extent required by applicable law or governmental regulation or by valid legal process. (b) [Reserved] (c) Notwithstanding the limitations set forth in Section 1 above, if the Recipient or any of the Recipient’s Representatives is required by law or governmental or other regulation or by subpoena or other valid legal process to disclose any of the Disclosing Party’s Confidential Information to any Person, then the Recipient will promptly provide the Disclosing Party with written notice of the applicable law, regulation or process so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient and its Representatives will cooperate fully with the Disclosing Party and the Disclosing Party’s Representatives in any attempt by the Disclosing Party to obtain any such protective order or other remedy. If the Disclosing Party elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Disclosing Party, then the Recipient may disclose such Confidential Information to the extent legally required without liability hereunder;. 4. Return of Confidential Information. Upon the Disclosing Party’s written request (including without limitation email), the Recipient and the Recipient’s Representatives will promptly deliver to the Disclosing Party any of the Disclosing Party’s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient’s Representatives; provided, however, that, in lieu of delivering to the Disclosing Party any such 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|>Patients, which damages would be difficult to quantify. Accordingly, Receiving Party acknowledges that a breach of this confidentiality agreement with respect to this specific Confidential Information which results in such information becoming known to STAFF and/or Patients will entitle Disclosing Party to liquidated damages in the sum of $250,000.00, it being expressly understood and agreed that such sum is <|eot_id|> <|start_header_id|>assistant<|end_header_id|>a genuine pre-estimate of damages and not penalty. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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, and is to be held by MSC in the strictest confidence. 5. MSC recognizes that the Information constitutes a valuable property of the Company. MSC agrees that it will not permit any person, firm or corporation to use, copy or reproduce in any manner whatsoever any part of the Information, except to the extent that the Information must be reproduced by MSC in performing its data processing services. 6. All additions or modifications to the Agreement must be made in writing a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nd must be signed by both parties. 7. This Agreement is made under and shall be construed according to the laws of the State of California. ARNE RAABE BRUCE MORGAN Arne Raabe Bruce K. Morgan Director Vice President, Sales Raphael Industries, Ltd Marketing Software Company 268 Bush Street # 4205 6200 Canoga Ave, Suite 102 San Francisco, CA 94104 Woodland Hills, CA 91367<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 made and entered into as of the latter of the two signature dates below by and between: (1) Ross & Moncure, Inc. ( “Receiving Party”) (2) (“Client” or “Disclosing Party”). 1. Definition of Confidential Information. “Confidential Information” means non-public information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. Ross & Moncure recognizes Confidential Information to be any information or personal data that it receives from the Client in the process of tax preparation or planning. 2. Obligations Regarding Confidential Information. Ross & Moncure pledges not to disclose any information to which it has access in the process of the performance of a Client engagement. Ross & Moncure also agrees to only request of the Client information necessary to carry out services requested by the Client. Ross & Moncure shall process information and data provided in accordance with the instructions given by the Client and shall refrain from recording, reproducing, or storing data for superfluous reasons. This prohibition affects both hard-copy data and data on any electronic, magnetic, analogue or digital medium. Under no circumstances may it disclose such data to third parties without written authorization from the Client, even merely for safekeeping. Ross & Moncure recognizes that the duties of secrecy and non-disclosure continue to apply indefinitely even after all service engagements have terminated. Ross & Moncure undertakes to take and maintain the technical and organizational steps required to guarantee data security and prevent their alteration, loss and unauthorized processing or access, according to the security level required pursuant to the aforementioned legislation. These steps refer to the files, processing centers, premises, equipment, systems, programs and people involved in processing. Once the contractual service has been performed, Ross & Moncure agrees to hand back to the Client all of the raw data used in tax planning upon the Client’s written request. Ross & Moncure does not agree to hand back and destroy copies of completed tax returns, as the American Institute of Certified Public Accountants and the Association for Accounting Administration both dictate that best practice is to keep this work on hand. 3. Rights and Remedies Ross & Moncure shall notify the undersigned Client immediately upon discovery <|eot_id|> <|start_header_id|>assistant<|end_header_id|>of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by an employee of Ross & Moncure, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Ross & Moncure shall bear the burden of any damages arising from negligence and/or lack of confidentiality, improper use, processing or communication of personal data, or any other infringement of data protection rules. The full extent of these damages shall be determined by a court of competent jurisdiction. 4. Miscellaneous Ross & Moncure may not subcontract the provision of any services agreed herein in whole or in part. Ross & Moncure, Inc. Client: 726 North Washington Street Alexandria, VA 22314 Signature Signature C. Braxton Moncure, CEO; or, Client or Client Representative Steven W. Street, General Manager Date Date Title of Client Representative (if applicable)<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ons to acquire such ownership, directly or from a third party; (b) seek or propose to influence or control the management or policies of the other party or to obtain representation on the other's board of directors, or solicit, participat<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e in the solicitation of, any proxies or consents with respect to any securities of the other, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing; (c) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to the foregoing; or (d) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to any of the foregoing. If at any time during such six months period either party or its Representatives are approached by any third party with respect to any of the foregoing, such party shall promptly inform the other of the nature of such contact and the proposed transaction and shall identify the parties thereto. SECTION 10. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. SECTION 11. TERM. Except as specified elsewhere herein, the term of this agreement shall be six months commencing on the date hereof, unless otherwise agreed in writing by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Confidentiality Agreement to be executed and delivered by their respective appropriate officers, thereunto duly authorized, as of the date first written above. PLASMA-THERM, INC. By: /s/ Stacy L. Wagner -------------------------------------- Name: Stacy L. Wagner Title: Chief Financial Officer & Secretary BALZERS LIMITED Balzers Process Systems Division By: /s/ Martin Bader /s/ Erich Haefeli -------------------- --------------- Name: Dr. Martin Bader Erich Haefeli Title: Division Manager General Counsel Semiconductors -4-<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT NetVoice Technologies, Inc., with offices located at 13747 Montfort Dr.,Ste. 101, Dallas, Texas 75240, for itself and its affiliated companies ("Company"), and Unlimited Tech, Inc. with offices at 12790 Merit Dr., Park Central IX, Ste. 600, Dallas, Texas, 75251, for itself and its affiliated companies ("Broker"), in consideration of the mutual covenants of this Agreement, hereby agree as follows: 1. In connection with ongoing discussions between Broker and Company concerning possible transactions (the "Transactions"), each party to this Agreement may wish to disclose certain proprietary and confidential information to the other party on a confidential basis. Such proprietary or confidential information ("Information") includes any and all technical and non-technical information, including without limitation, information concerning financial, accounting or marketing reports, business plans, analysis, forecasts, predictors, intellectual property, trade secrets and know-how disclosed in connection with the Transactions. "Information" may take the form of documentation, drawings, specifications, software, technical or engineering data and other forms, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation and by other means. "Information" includes any reports, analysis, studies or other material, whether prepared by the receiving party or otherwise, that contains or are based upon proprietary or confidential information covered by this Agreement. 2. "Representatives" means the controlled affiliates of either party, and the respective directors, officers, employees, attorneys, s and other agents and advisors of either party or of the controlled affiliates of either party. Each party shall be responsible for any breach of this Agreement by its respective Representatives and shall take all reasonably necessary measures to restrain its Representatives from unauthorized disclosure or use of information. 3. All information which is disclosed by <|eot_id|> <|start_header_id|>assistant<|end_header_id|>one party to the other in connection with discussions relating to the Transactions, whether before or after the date of execution of this Agreement, shall automatically be deemed proprietary or confidential and subject to this Agreement unless otherwise confirmed in writing by the disclosing party. In addition, the existence and terms of this Agreement, and the fact and substance of Company's discussions and correspondence with Broker relating to the Transactions, including the identification of either party by name or identifiable in connection with the parties' participation in such process, shall be deemed information of both parties and shall not be disclosed by either party without the consent of the other party. 4. With respect to information disclosed under this Agreement, the party to whom the information is disclosed and its Representatives shall: a. hold the information in confidence, exercising a degree of care not less than the care used by such party to protect its own proprietary or confidential information that it does not wish to disclose, and in no event less than a reasonable degree of care; b. restrict disclosure of the information solely to those Representatives with a need to know and not disclose it to any other person; c. advise those Representatives of their obligations with respect to the information; and d. use the information only in connection with continuing discussions by the parties concerning the Transactions, except as may otherwise be mutually agreed upon in writing, and shall reproduce such information only to the extent necessary for such purpose. 5. Information shall be deemed the property of the disclosing Party and, within ten (10) business days upon written request from the disclosing party, the other party will return all such information received in tangible form to the disclosing party or will destroy all such information. 6. The party to whom information is disclosed shall have no obligation to preserve the proprietary or confidential nature of any information which: a. was previously known to such party free of any obligation to keep it confidential; or b. is or becomes publicly available by means other than unauthorized disclosure; or c. is developed by or on behalf of such party independent of any information furnished under this Agreement; or d. is received from a third party whose disclosures does not violate any confidentiality obligation. 7. Neither this Agreement, nor the disclosure of Information under this Agreement, nor the ongoing discussions and correspondence by the parties concerning the Transactions or any other matter, shall constitute or imply any promise or intention to make any purchase or use of products, facilities or ser<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Ex. 10.1 INDEPENDENT CONTRACTOR, NON-DISCLOSURE, and INVENTION ASSIGNMENT AGREEMENT THIS INDEPENDENT CONTRACTOR NON-DISCLOSURE AND INVENTION ASSIGNMENT AGREEMENT (the “Agreement”) is effective as of May 6, 2013, and entered into by and between Capital Group Holdings, Inc., a Minnesota corporation, with address at 16624 North 90th Street, Suite 200, Scottsdale, AZ 85260, and Tailor Made Business Solutions, PLLC Full Name of Independent Contractor (“Contractor”) [redacted] Address of Independent Contractor Chief Financial Officer services Describe Services to be Provided In consideration of our work as an independent contractor or the continuation of our work as an independent contractor (it being understood that this Agreement does not itself give Contractor rights to work or continued work) for Capital Group Holdings, Inc., a Minnesota corporation, or any of its predecessors, successors, assigns, affiliates or subsidiary companies (each hereinafter referred to as the “Company”), Contractor agrees as follows: I. INDEPENDENT CONTRACTOR. A. Contractor agrees to be compensated by the Company as follows: i. Fee The Company will pay Contractor $150,000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the CEO and COO of the Company during the term of this contract. ii. For the first year only a Payment of $25,000 of the Fee shall be advanced to Contractor within the first six months of this Agreement. Additionally, the Contractor will be paid a fee of $10,416.66 per month over the next 12 months. Allowing the contractor to be paid the above agreed upon amount of $150,000 for first twelve months iii. Stock. The Company will issue Contractor 3,000,000 restricted shares of common stock upon execution of this Agreement as fully earned. iv. The Company will reimburse Contractor for reasonable business expenses, including travel and temporary lodging, incurred on behalf of the Company. Any additional expenses shall be pre-approved by the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses. B. Contractor is, and will remain, an independent contractor in with our relationship to the Company. C. The Company shall not be responsible for withholding taxes with respect to our compensation. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor. D. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing. E. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose<|eot_id|> <|start_header_id|>assistant<|end_header_id|>. F. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agreement for any reason at any time with 10 days prior written notice to Contractor. II. TRADE SECRETS AND CONFIDENTIAL INFORMATION. A. Confidentiality and Confidential Information. Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company’s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatented, and to (ii) all of our activities for or on behalf of the Company, and Contractor agrees not to publish or disclose any part of such information to others or use the same for our own purposes or the purposes of others, during the time Contractor is working for Company or thereafter. Any information of the Company which is deemed a “trade secret” by the California Uniform Trade Secret Act shall be considered to be confidential information and therefore within the scope of this Agreement, unless the Company advises Contractor otherwise in writing. Contractor further agrees to preserve as confidential the confidential information of any third party to which Contractor may have access and to treat such information as though it were Company confidential information. B. Prevention of Unauthorized Release of Company Confidential Information. Contractor agrees to promptly advise the Company of any knowledge which Contractor may have of any unauthorized release or use of any Company confidential information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining or being furnished with any Company confidential information. C. Confidential Information of Third Parties. Contractor agrees not to disclose to the Company and not to use in any way in connection with our work for the Company any confidential information or trade secrets of any kind, or any embodiments thereof, of any previous employer or other third party. Specifically, and without limitation, Contractor agrees to use only our general knowledge, experience and skill in connection with our work with the Company and acknowledge that this is the purpose for which Contractor has been hired by the Company. D. Termination of Work and Deliverables. Contractor agrees that, upon termination of our contract with the Company (voluntary or otherwise), Contractor will return to the Company all things belonging to the Company, and that all documents, records, notebooks and tangible articles containing or embodying confidential information, including copies thereof, then in our possession or control, whether prepared by Contractor or others, will be left with th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement This Agreement is entered into as of , between (“Recipient”) and the International Code of Conduct for Private Security Service Providers’ Association (the “ICoCA” or the “Association”)(together the Parties). Primary Purpose The Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately. The Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances: (a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or (b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information. The Recipient hereby agrees and affirms his/her understanding of the following: (1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as “Confidential Information”); (2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association’s ability to function effectively and subject it to potential legal liability and other consequences; (3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director, Officer, or Staff Member of the Association; (4) that the Recipient shall not disclose Confidential Information to any person other than the Directors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose; (5) that the Recipient is aware of and has reviewed the ICoCA’s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association’s Conflict of Interest or Information Security policies; (6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient; (7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the l<|eot_id|> <|start_header_id|>assistant<|end_header_id|>aws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and (8) that continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff Member of the Association and/or an essential part of the Recipient’s roles and responsibilities as a Director or Officer, the violation of which will permit the Association to terminate such employment or terminate such person from his7her position in addition to seeking any other legal or equitable remedies. Definition of Confidential Information For the purposes of this Agreement, Confidential Information includes, but is not limited to, financial or other competitive business information that may be collected by the Association regarding industry members (and non-members) of the Association, information of a personal nature regarding any of the officers, staff, or employees of the Association or its members, information shared in the course of Board or other Association meetings or discussions (unless such information has been specifically cleared for public release), and any other information which might be reasonably foreseen to be harmful if disclosed outside of the Association and/or for reasons other than in accordance with a Director’s, Officer’s, or Staff Member’s duties to the Association. In the case that the Recipient is unclear or has any question regarding whether or not a particular piece of information falls within Confidential Information, the Recipient will consult with the Executive Director or Office Manager prior to disclosing such information. Signed and agreed to this day of , 2015 [typed name:] [type named and position: ] Recipient for the Association<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Alliqua Entities’ interests in and right to use and operate the Company’s business from and after Closing. 4. Non-Disclosure. The Restricted Party agrees not to dispute, contest, or deny any ownership rights of the Alliqua Entities of the Confidential Information or the Company Intellectual Property. The Restricted Party agrees to preserve and protect the confidentiality of all Confidential Information. The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party’s own account any Confidential Information. The Restricted Party shall hold all Confidential Information in the strictest confidence, and take all commercially reasonable precautions to prevent its inadvertent disclosure to any unauthorized person. The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as soon as practicable, so that the Alliqua Entities, at their sole expe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nse, may seek a protective order or other appropriate remedy. 5. Non-Competition and Non-Solicitation. In exchange for the consideration contemplated under the Contribution and Merger Agreement and the consummation of the other transactions contemplated by the Contribution and Merger Agreement: (a) During the Restricted Period, the Restricted Party shall not, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engage in the Restricted Business, other than on behalf of the Alliqua Entities; provided, that the restrictions contained in this Section 5(a) shall not restrict the acquisition by the Restricted Party, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. (b) During the Restricted Period, the Restricted Party shall not, directly or indirectly, solicit, induce, recruit or encourage anyone who is a consultant or employee of the Company or the Alliqua Entities to terminate his or her employment or consulting relationship with the Company or the Alliqua Entities, or without the consent of the Alliqua Entities, hire, retain or engage any such person for the Restricted Party or for another Person or entity. Notwithstanding anything herein to the contrary, nothing in this Section 5(b) shall prevent the Restricted Party or any of its Affiliates from hiring, soliciting, inducing, recruiting or encouraging (i) any employee or consultant whose employment or consultancy has been terminated by the Company or the Alliqua Entities; or (ii) twelve (12) months after the date of termination of employment, any employee or consultant whose employment has been terminated by the employee or the consultant. (c) During the Restricted Period, the Restricted Party shall not, directly or indirectly: (i) solicit business from, interfere with, attempt to solicit business from, interfere with, or do business with any actual or prospective customer or client with whom the Company or the Alliqua Entities does or has done business (including direct purchasers of the Company’s TheraSkin® product), in any case for the purpose of discussing or securing business or contracts related to the Restricted Business, or (ii) attempt to influence, encourage, persuade or induce any such actual or prospective customer or client whom the Company or the Alliqua Entities does or has done business to reduce the extent of its business dealings with the Alliqua Entities (including direct purchasers of the Company’s TheraSkin® product). (d) The Restricted Party shall not, and shall cause any Affiliates not to, disparage or initiate negative publicity about the Company, the Alliqua Entities, or any of their respective employees, agents, business, policies, products, or services. (e) If the Restricted Party violates any of the restrictions contained in this Article 5, the Restricted Period shall be suspended and shall not run in favor of the Restricted Party from the time of commencement of any violation until the time when the Restricted Party ceases the violation. 6. Remedies. The Restricted Party acknowledges that the restrictions contained herein, in view of the nature of the Company’s business and the businesses of the Alliqua Entities, are reasonable and necessary to protect their legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to them, and that money damages would not be a sufficient remedy for any such breach or threatened breach. Therefore, the Restricted Party agrees that the Alliqua Entities shall be entitled to seek a temporary restraining order 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|> respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information <|eot_id|> <|start_header_id|>assistant<|end_header_id|>concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ibition 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 variation 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 breech of this provision shall cause severe damage for which the injured party will have the right to consequential monetary damages and injunctive relief and protection against the offending party and any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement with whom the offending party enters into such circumvention. 12. This Agreement shall remain in effect for a period of five (5) years from date hereof. In the event any court shall determine that the length of time or the areas coveted by any one individual stipulation, term, or provision excessive, the Agreement shall nut be rendered invalid thereby and the court shall modify the length of time or the area covered to the extent necessary to make the Agreement valid and binding. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above. MORGAN BEAUMONT, INC. Mtel COMMUNICATIONS INC. By: By: /S/ 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|>nistration Act/Regulations (“EAR”), as may be amended, and agree to comply with all such laws, regulations or orders. No Party will export, directly or indirectly, any Confidential Information without first obtaining any required export license or government approval and, in the case of Confidential Information disclosed by University, without first obtaining permission from University’s Office of Sponsored Projects. In the event any Confidential Information is export-controlled, the Disclosing Party shall provide Receiving Party with written notice containing the nature of the export-controlled information, prior to any exchange of export-controlled Confidential Information. 11. Contacts Notices under the Agreement will be given to a Party’s person set forth in Section 1 of the NDA either by prepaid, first class, certified mail, return receipt requested or by internationally recognized overnight courier to the addresses set forth in Section 1 of the NDA or other addresses as may be given from time to time under the terms of this Section 11. Notice will be deemed given once the written notice is delivered at the designated address. Delivery via e-mail will not constitute notice. Confidential Information shall be delivered to the Contact Person for such Receiving Party indicated in Section 2 of the NDA or other persons specified from time to time by Receiving Party as its Contact Person by notice given in accordance with this Section 11. 12. Other Provisions The Agreement will be governed by the laws of the State of Texas, without regard to choice of law principles. No amendment to the Agreement will be effective unless in writing and signed by the Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, assigned or otherwise transferred. If any provision of the Agreement is held to be unenforceable, all other provisions will continue in full force and e<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ffect. The Agreement supersedes any and all prior understandings or previous agreements between the Parties, oral or written, relating to the subject matter herein and constitutes the sole and complete agreement between the Parties related to the subject matter hereof. Any delay by a Party to enforce any right under the Agreement shall not act as a waiver of that right, nor as a waiver of the Party’s ability to later assert that right relative to any particular factual situation. The Parties acknowledge that nothing in the Agreement shall constitute a waiver of sovereign immunity by Parties that are state agencies. [End of Terms and Conditions]<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or<|eot_id|> <|start_header_id|>assistant<|end_header_id|> computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (the “Agreement”) is made by the undersigned of with a principal place of business at (individually and collectively (Recipient”), in favor of Vermont Electric Power Company, Inc. and Vermont Transco LLC (collectively “VELCO”), with its primary address located at 366 Pinnacle Ridge Road, Rutland, Vermont 05701. WHEREAS, the Recipient has requested that VELCO disclose to the Recipient certain information, all or a portion of which may be classified by VELCO as Critical Energy Infrastructure Information (CEII) or BES Cyber System Information (BCSI) or <|eot_id|> <|start_header_id|>assistant<|end_header_id|>business confidential information (CI) (collectively referred to as Classified Information); and WHEREAS, the Federal Energy Regulatory Commission has defined CEII as “specific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: (1) relates details about the production, generation, transportation, transmission, or distribution of energy; (2) could be useful to a person in planning an attack on critical infrastructure; (3) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. § 552 (2000); and (4) does not simply give the general location of the critical infrastructure,” (see 18 C.F.R. § 388.113 (c) (1)); and WHEREAS, the North American Electric Reliability Corporation Critical Infrastructure Protection Standards (NERC CIP), has defined BCSI as “information about the BES Cyber System that could be used to gain unauthorized access or pose a security threat to the BES Cyber System. BES Cyber System Information does not include individual pieces of information that by themselves do not pose a threat or could not be used to allow unauthorized access to BES Cyber Systems;” and, WHEREAS, VELCO has identified and described, or will identify and describe, certain business sensitive information as CI in agreements or in the course of doing business; and, WHEREAS, VELCO must comply with federal rules and regulations relative to CEII and/or BCSI; and WHEREAS, the Recipient is working on provide a short description of the project here requiring access to certain Classified Information which may be classified as BCSI, CEII, or CI NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto wish to enter into this Agreement to protect and safeguard the confidentiality of that information and agree as follows: Section I: BES Cyber System Information (BCSI) For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document. The term "document" includes written memoranda, drawings, sketches, maps, training materia<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Event Non Disclosure Agreement Version 5­19­2014 Welcome to Motorola Mobility! We’re glad you’re visiting our facility. We need to remind of your obligations and a few important procedures. Please read and and sign the acknowledgement below. I acknowledge that: 1. All information, materials and assets in the Motorola Mobility facility I am visiting, including without limitation any products, prototypes, strategies, business plans or other information I observe, am told about, or otherwise come in contact with, belongs to Motorola (“Confidential Motorola Information”) 2. I will NOT disclose, share, publish or utilize any Confidential Motorola Information without the prior authorization from Motorola Mobility. 3. I will keep everything I see, touch or hear strictly confidential. In particular, I agree NOT, to blog or otherwise post any Confidential Motorola Information to any social media websites. 4. I will NOT take photographs or recordings. 5. I will NOT go into restricted areas without prior and proper authorization. (this includes labs and CXD areas). 6. I will NOT take any Motorola property (except authorized gifts). 7. I will NOT bring in a minor without prior authorization.I will stay with my Motorola approved host at all times. 8. I will be respectful of others who are working. 9. I will comply with directions provided by security officers. 10. I understand my Motorola host must be a Motorola employee or Motorola Contractor with Escort Privileges, and that my Motorola host and myself are accountable for my actions. 11. I affirm I am officially invited and on the guest list for this event. I agree that my admittance into the Motorola facility is a revocable license, and is subject to revocation. I agree that I may be removed from the Motorola Facility at Motorola’s discretion. 12. I agree that Motoro<|eot_id|> <|start_header_id|>assistant<|end_header_id|>la, and its officers, agents, and employees are not liable for injuries or property damage resulting from my attendance at the event. I agree to release and hold all of the above named persons and entities harmless from any claim for injury, damage or loss of any kind. Motorola takes the protection of its confidential information very seriously. Any violation of the foregoing will result in your visit being terminated, and possibly legal action. Event : Event Name Date Visitor: Printed Name Company Name Signature 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|>tled to such protection under these privileges, this Agreement, and under the joint defense doctrine. 11. Compliance with Securities Laws. Each Recipient acknowledges that the Evaluation Material may include material nonpublic information (within the meaning of the securities laws of the United States) with respect to Provider. Each Recipient agrees not to use and will cause its Representatives to agree not to use any Evaluation Material of Provider in violation of applicable securities laws. 12. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Party hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Parties shall have entered into a final definitive agreement for a Possible Transaction. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Party is under any obligation to accept any proposal regarding a Possible Transaction and either Party may terminate discussions and negotiations with the other Party at any time. 13. No Representations or Warranties; No Obligation to Disclose. Each Recipient understands and acknowledges that neither Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of Provider and shall have no liability to Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to a Recipient or its respective Representatives or any errors therein or omissions therefrom. As to the information delivered to Recipient, Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating Provider to provide, or to continue to provide, any information to any Person. 14. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. 15. Remedies. Each Party understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed. 16. Legal Fees. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either P<|eot_id|> <|start_header_id|>assistant<|end_header_id|>arty or its Representatives has breached this Agreement, then the Party which is, or the Party whose Representatives are, determined to have so breached shall be liable and pay to the other Party the reasonable legal fees and costs incurred by the other Party in connection with such litigation, including any appeal therefrom. 17. Governing Law. This Agreement is for the benefit of each Party and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. 18. Severability. 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 remainder 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 Party 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 Participant that the Company has engaged DLA Piper LLP (US) and its affiliated firms as its legal counsel in connection with the Possible Transaction, and Participant hereby (i) consents to the continued representation of the Company by DLA Piper LLP (US) and its affiliated firms in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Participant and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT ("Agreement") is made this 21st day of October, 1996, by Valco Inc., a Colorado corporation ("Valco") and Thomas E. Brubaker ("Brubaker"), in favor of Continental Materials Corporation, a Delaware corporation ("CMC"). Preliminary Recitals: WHEREAS, that certain Acquisition Agreement dated the date hereof (the "Acquisition Agreement") by Valco and CMC, provides for the acquisition by CMC of certain rights, properties, assets (including a partnership interest) owned or held by Valco; WHEREAS, that certain Fee Sand And Gravel Lease dated the date hereof (the "Lease") between Valco and CMC provides for the lease by Valco to CMC of certain property containing sand and gravel deposits in Pueblo County, Colorado; WHEREAS, Brubaker is presently President and a stockholder of Valco; NOW, THEREFORE, in consideration of CMC's agreements and covenants contained in the Acquisition Agreement and the Lease and to induce CMC to consummate the purchase and lease provided for in the Acquisition Agreement and the Lease, Valco and Brubaker hereby covenant and agree with CMC as follows: 1. Preamble; Preliminary Recitals The preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement. 2. Non-competition (a) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of ten (10) 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: (I) engage in the business relating to sand and gravel mining or sales of ready mix concrete, asphalt and construction aggregates, in Pueblo and/or El Paso Counties, Colorado; (ii) operate or own a concrete batch plant, aggregates operation 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 (afte<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r 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 s<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Confidential Information remains subject to this Agreement; and (ii) a single confidential copy of all Confidential Information which may be retained by H.I.G.’s internal legal counsel for the sole purpose of prosecuting or defending any matters which may arise from or relate to this Agreement. 8. Remedies for Breach. The Parties understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement and that the originating Party shall be entitled, without posting bond or other security, to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity, except as provided herein. Except in the event of gross negligence or willful misconduct, neither Party shall be liable for any consequential, indirect, punitive or special losses or damages (including, but not limited to, lost profits, lost earnings and loss of production) incurred by the other Party in connection with such Party’s performance or failure to perform any of its obligations under this Agreement, or the breach of any representation, warranty or other obligation hereunder, whether expressed or implied and whether such damages are claimed under breach of warranty, breach of contract, tort, or other theory or cause of action at law or in equity. 9. Standstill Period. H.I.G. acknowledges that, in its examination of the Confidential Information, you may have access to material non-public information concerning COMVERGE. You agree that, for a period of one year following the date of this agreement (the “Standstill Period”), you will not, directly or indirectly, without the prior written consent of the majority of the Board of Directors of COMVERGE, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities or assets of COMVERGE , any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities, (ii) other than with respect to the Transaction, enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving COMVERGE, (iii) make, or in any way participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of COMVERGE; (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any voting securities of COMVERGE, (v) call, request the calling of, or otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of COMVERGE, (vi) other than with respect to the Transaction, disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (vii) except as permitted in the Agreement, advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. You further agree that during the Standstill Period you will not directly or indirectly, without the prior written consent of the Board of Directors of COMVERGE, take any action that to your knowledge might require COMVERGE to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph. The provisions of this paragraph shall be inoperative and of no force or effect if any other person or group (as defined in Section 13(d)(3) of<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the Exchange Act) shall have acquired or entered into a definitive agreement (approved by the Board of Directors of COMVERGE) to acquire more than 50% of the outstanding voting securities of COMVERGE or assets 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 potential competitors of COMVERGE. Neither the execution of this Agreement nor receipt of Confidential Information shall in any way restrict or preclude such activities. Moreover, notwithstanding any provision of this Agreement to the contrary, this Agreement shall not limit, restrict or impair H.I.G.’s ability or the ability of is Representatives to engage in transactions with respect to securities, bank debt, instruments and interests of COMVERGE or any other person or entity, so long as such transactions do not violate applicable United States securities laws. 15. Applicability to Affiliated Parties. Any information disclosed to H.I.G. by any of COMVERGE’s affiliates or by any company, person or other entity participating with COMVERGE, in any consort<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. In case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if<|eot_id|> <|start_header_id|>assistant<|end_header_id|> such invalid or illegal or unenforceable provision or part of a provision had never been contained herein. 5.9 Dispute Resolution. Any controversy, claim, or dispute among the parties hereto arising out of or related to this Agreement or the breach hereto, which cannot be settled amicably by the parties, shall be submitted for mediation in Salt Lake City, Utah. In the event mediation is unsuccessful, the parties consent to the exclusive jurisdiction of an appropriate court within Salt Lake County, State of Utah, to hear and decide any controversy, claim, or dispute hereunder. The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs, as determined by the trial court. IN WITNESS WHEREOF, the parties hereto have executed 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|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT between ENVIROSERV WASTE MANAGEMENT LIMITED Registration Number: 2008/021152/07 (hereinafter “EnviroServ”) and ………………………………………………………….. Registration Number: …./……/.. (hereinafter “Prospective Buyer”) together ( with their subsidiaries, holding companies and fellow subsidiaries) shall comprise the Parties. 1. INTRODUCTION 1.1 The parties are discussing certain matters which will require the disclosure to one another of information of a proprietary, secret and confidential nature relating to the purchase of EnviroServ’s Tyre Plant business, subsidiary company EnviroServ Polymer Solutions and the property situated at 5 Glucose Way, Bellville, Cape Town. 1.2 The parties will, subject to successful conclusion of such investigation and discussions, enter into an agreement. 1.3 Pending investigation the parties wish to maintain confidentiality regarding the information disclosed by them respectively. 1.4 For the purposes of this agreement, the party disclosing, such information shall be referred to as "the disclosing party" and the party receiving such information shall be referred to as "the receiving party". 1.5 The parties wish to record the terms and conditions upon which they are prepared to disclose such information to one another. 2. THE INFORMATION "Information" shall for the purpose of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, data in whatever form and information referred to in clause 1 (introduction) hereinabove communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another. 3. DISCLOSURE OF INFORMATION 3.1 The parties agree to disclose the information to one another. 3.2 The parties acknowledge that the information is a valuable, special and unique asset proprietary to the disclosing party. 3.3 The parties agree that they will not, during the course of their association with one another or, thereafter, disclose the information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement. 3.4 Notwithstanding anything to the contrary contained, in this agreement the parties agree that the information may be disclosed by the receiving party to its professional advisors, agents and consultants, for the purposes of evaluating the investigation and enter into an agreement as contemplated in clause 1 (introduction), providing that the receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the information to third parties. 3.5 The receiving party agrees: 3.5.1 not to utilise, employ, exploit or in any other manner whatsoever use the information disclosed pursuant to the provisions of this agreement for any purpose without the prior express written consent of the disclosing party. 3.5.2 that the unauthorised disclosure of the information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against any loss, action, claim, harm or damage, of whatever <|eot_id|> <|start_header_id|>assistant<|end_header_id|>nature, suffered by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement, 4. TITLE All information disclosed by the disclosing party to the receiving party is acknowledged by the receiving party: 4.2 not to confer any rights of whatever nature in such information to the receiving party. 5. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION 5.1 The receiving party may disclose the information only to its officers, employees and professional advisors and then only on a strictly need-to-know basis. 5.2 The receiving party undertakes not to use the information for purpose other than: 5.2.1 that for which it is disclosed; and 5.2.2 in accordance with the provisions of this agreement. 6. STANDARD OF CARE The parties agree that they shall protect the information disclosed pursuant to the provisions of this agreement using the same standard of care that each party applies to its own proprietary, secret or confidential 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|>its conflict of laws provisions within. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters discussed herein and supersedes and replaces all prior agreements, understandings, writings and discussions between the parties, with respect to the subject matter of this Agreement. This Agreement may be amended only by a written i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nstrument executed by authorized representatives of the parties. This Agreement shall not create any obligation for either party to enter into any agreement or relationship with the other. Either party may end discussions of a possible relationship at any time and for any or no reason and each party reserves the right to disclose its own confidential information to any third party at any time. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OCERA THERAPEUTICS, INC. MALLINCKRODT LLC /s/ Linda Grais /s/ Joshua Schafer Signature Signature Linda Grais Joshua Schafer Printed Name Printed Name CEO Vice President, BD&L 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|> 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 the provisions hereof. 13.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction. Without limiting the generality of the foregoing, (a) Evolent agrees that there would be irreparable harm to ABCO in the event of any such breach by Evolent of Section 6.2 and ABCO shall be entitled to (i) injunctive relief to prevent breaches of Section 6.2, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages, and (b) ABCO agrees that there would be irreparable harm to Evolent in the event of any such breach by ABCO of Section 6.1.1, and Evolent shall be entitled to (i) injunctive relief to prevent breaches of Section 6.1.1, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages. 14. MISCELLANEOUS PROVISIONS. 14.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures. 14.2 Independent Contractor: The relationship of ABCO to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employ<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ees, agents and contractors. 14.3 Assignability: Evolent has entered into this Agreement because of the expertise of ABCO, and ABCO understands that the obligations of ABCO are personal to ABCO and may not be assigned to any other company, partnership or individual without the express written consent of Evolent; provided, however, that no consent shall be required if an assignment is made in connection with a sale of all or substantially all of ABCO’s assets or stock, or in connection with a merger or Change of Control. Evolent may assign this Agreement (including the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control. 14.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the Commonwealth of Pennsylvania, without regard to that state or any other state’s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement. 14.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent 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|> (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 five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, 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 n<|eot_id|> <|start_header_id|>assistant<|end_header_id|>otice 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 Receiving Party to enforce all the provisions of this Agreement. (d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e)Receiving Party shall, at Disclosing Party's r<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>y damages, including but not limited to special, incidental, consequential or punitive damages, and any other available relief at law, whether based in <|eot_id|> <|start_header_id|>assistant<|end_header_id|>contract, tort or otherwise, the State Bar will be entitled to specific performance, injunctive relief or any other equitable remedy without the need to (i) prove actual damages and/or (ii) post any bond or other security deposit in connection with such remedy. Notwithstanding the foregoing, this NDA will not prohibit Company from disclosing any Information if required by an appropriate legal or regulatory authority, provided that, prior to any disclosure: (iii) Company provides the State Bar with prompt written notice of the required disclosure so that the State Bar may seek such protective order as it may deem appropriate; and (iv) disclosure of any Information is limited only to the extent legally required and Company uses its best efforts to obtain assurances that confidential treatment will be accorded such disclosed Information. This NDA will be governed and construed in all respects in accordance with the laws of the State of California without regard to its conflict of laws principles. This NDA will be effective as of the last date written below. "[NAME OF CONTRACTOR]" By Name Title Date <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ng Party, and that disclosure in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an Non-disclosure Agreement – v. 1.0 adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality and/or of this agreement, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach or to specific performance or other equitable relief as a remedy available to Disclosing Party. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 9. No Assignment. Neither Party shall assign any of its rights or obligations hereunder, without the prior written consent of the other Party. Any attempted assignment in violation of this section will be void and of no effect. 10. Entire Agreement. This Agreement (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior agreements, understanding or discussions with respect to the subject matter hereof; and (b) may not be amended or in any manner modified except by a non-electronic written instrument signed by authorized representatives of both Parties. 11. Choice of Law and Venue. This Agreement and any actions under it shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be heard in the Court of Common Pleas of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum. 12. Export Control. Each Party agrees that it will not directly or indirectly transmit, by way of trans-shipment, export, diversion or otherwise, any Confidential Information of the other Party except in accordance with any and all applicable United States export control laws and regulations. As an institution of higher learning, Carnegie Mellon generally performs fundamental research that is exempt from export control licensing under applicable export control laws. As a result, Carnegie Mellon typically does not wish to take receipt of export-controlled information, except as may be specifically agreed to by Carnegie Mellon and for which Carnegie Mellon has made specific arrangements. agrees that it will not provide or make accessible to Carnegie Mellon any export-controlled Confidential Information without first informing the Carnegie Mellon’s Office of Sponsored Programs of the export-controlled nature of the Confidential Information and obtaining from Carnegie Mellon’s Office of Sponsored Programs its written consent to accept such information as well as any spec<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ific instructions regarding the mechanism pursuant to which such information should be passed. 13. Severability. If any provision of this Agreement is found unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. 14. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than Carnegie Mellon and any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 15. Term of Agreement. The term of this Agreement will be one (1) year from the Effective Date, unless it is terminated earlier by either party providing the other party with at least thirty (30) days prior written notice, or unless it is extended as mutually agreed upon by the parties. IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative as of the date first written above. CARNEGIE MELLON UNIVERSITY Signature: Signature: Name: Name: Title: Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>es, agents, consultants and others who are permitted access to or use of the Confidential Information. 4. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed. 5. The parties warrant that they have the right to make the disclosures under this Agreement. 6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, licen<|eot_id|> <|start_header_id|>assistant<|end_header_id|>se or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement. 7. The Company will not, without the prior written consent of “AIL” for a period of forty five days (45), enter into any agreement regarding, or negotiate with, solicit, encourage, or furnish information to, or participate in any discussion with, any person, entity or organization in connection with any proposal for a business combination or acquisition or purchase involving any of such persons or entities, the Assets or the Stock, and the Company will immediately terminate any present discussions or negotiations concerning the same. 8. Both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner. 9. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement. 10. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement. 11. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the Alberta, Canada. In the event that this agreement, is breached, any and all disputes must be settled in a court of competent jurisdiction in the Province of British Columbia, Canada. 12. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein. Adroit Investment L.L.C (AIL) Name: Signature: Date: (Company) Name: Title: Signature: 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|>shall survive indefinitely, regardless of whether or not the Supplier is still providing Services at the Premises. B. The Supplier acknowledges that the unauthorized use or disclosure of a Disclosing Party’s Confidential Information or any breach of this Agreement by the Supplier may cause such Disclosing Party to suffer irreparable injury not compensable by monetary damages and for which such Disclosing Party may not have an adequate remedy at law. Accordingly, the Supplier agrees that CGSH will have the right to seek, without the posting of any bond or security<|eot_id|> <|start_header_id|>assistant<|end_header_id|> or the giving of any undertaking as to damages or otherwise, specific performance or other injunctive or equitable relief from a court of competent jurisdiction as may be necessary or desirable to prevent, curtail or remedy any such unauthorized use or disclosure, whether threatened or actual. The rights of CGSH set forth in this paragraph shall be in addition to, and without prejudice to, any other rights that CGSH may have hereunder, whether at law or in equity. 4. MISCELLANEOUS A. To the extent any applicable Services Agreement contains terms with respect to confidentiality that conflict with, or are less restrictive with respect to the Supplier’s obligations than, those set forth in Sections 1-3 herein, the terms of this Agreement govern. B. This Agreement shall be governed by and construed in accordance with the laws of the St<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>greement valid, e.g. adopt different terms of the agreement. The changes and additional clauses to this agreement are only allowed in written form. This agreement is audited and carried out in accordance with the Law of the Republic of Slovenia. The rights and obligations which are not defined by this agreement, are defined by “The General Purchasing Conditions” of Domel and the Obligation Code (The Official Gazette of the Republic of Slovenia, no. 83/2001). The agreement is valid when signed by both parties of this agreement. Both parties agree that eventual disputes arising from this contract are to be solved in agreement. If this<|eot_id|> <|start_header_id|>assistant<|end_header_id|> is not possible, the Court of Law related to the owner, i.e. Domel, is competent to deal with the dispute. DOMEL, d.o.o., Železniki Dr. Jožica Rejec /town/city and date/ /town/city and date/ /authorized signature/ /authorized signature/<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Confidential Information disclosed to each of the Parties may include information that would provide the other party with an unfair competitive advantage if such Party were to use the Confidential Information for purposes other than those provided for hereunder. Accordingly, the Parties only agree to provide such Confidential Information to the other Party in return for this Party’s Agreement to be bound by each of the provisions in this Agreement including the provisions set forth in this section 4 and that such agreements by the Parties constitutes a material inducement for each Party to provide Confidential Information to the other Party and that such Confidential Information shall not be used by one of the Parties to obtain a competitive advantage against the other Party. 5. Return of Documents and Materials The Parties hereby agree that all materials, including financial reports and analyses, customer list(s) programs, software, documents, reports, statistical data, trade secrets or similar printed, coded, electronic or magnetic material made by one of the Parties or to come into one of the Parties’ possession in the course of negotiations shall be returned to the other Party, upon conclusion of the negotiations. 6. Remedies for Breach of Confidentiality and Indemnification, Liquidated damages In the event one of the Parties or its officers, agents, employees or any of its subsidiaries or their officers, agents or employees violates the restrictions against disclosure or use of the Confidential Information defined herein, Recipient or such entity or individual(s) as the case may be, shall and do hereby consent to the entry of an injunction by a court of competent jurisdiction against any further disclosure or use of the Confidential Information, and shall pay the The Recipient, including without limitation to any of its employees, subsidiaries, agents, subcontractors, officers shall indemnify and hold harmless against the Discloser against any unpermitted disclosing and publicizing. In event of any disclosing or publicizing the confidential information or breaching any obligations under this Agreement, the breaching party shall mitigate the losses and take for all reasonable measure, including the court injunction to prevent the disclosure and spread of confidential information upon the request of aggrieved party. The breaching party shall pay to non-beaching party a liquidated damage of 10,000 USD per occurrence. The total liquidated damage shall not exceed 1,0000,000 USD. The application of liquidated damage shall not prejudice the aggrie<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ved party’s right to claim for all the losses and shall not prejudice all the liabilities and obligations incurred. Nothing here shall be interpreted as excluding consequential losses the aggrieved party may suffer, including without limitation to loss of profit, loss of goodwill, loss of business opportunities. 7. Term This Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) years thereafter, provided, however that as to any item of Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality contained herein shall continue for so long as allowed under applicable law. Unless otherwise agreed in writing this Agreement shall govern Confidential Information disclosed by the Parties after the effective date hereof. 8. Applicable Law - Arbitration This Agreement is governed by and shall be construed in accordance with the laws of the People’s Republic of China without regard to principles of conflict of law, and any dispute arising out of this Agreement or In connection with this Agreement shall be referred to Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with Hong Kong International Arbitration Centre (HKIAC) administered arbitration rules in force at the time of application. The arbitrators shall be one (1). The place of arbitration shall be in Shen Zhen, China. The language used in arbitration proceeding shall be English Language. Both parties will keep in strict confidential of all information relating to the dispute. Both parties shall continue to perform their respective <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>siness units with whom Vector has had contact or who Vector first became aware of during the period of its investigation of Captaris, so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris. Nothing in the foregoing clause (b) shall preclude Vector from hiring any person who (i) initiates discussions with Vector regarding such employment without any direct or indirect solicitation by Vector, (ii) has ceased to be employed by Captaris prior to commencement of direct or indirect employment discussions between Vector and such person, or (iii) responds to any general solicitation placed by Vector or any recruitment agency on Vector’s behalf. Vector agrees that, for a period (the “Standstill Period”) ending on the earliest of (i) six months from the date of this agreement and (ii) the occurrence of a “Significant Event” (as defined below), unless it shall have been specifically invited in writing by Captaris, neither Vector nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will in any manner, directly or indirectly, (a) effect or publicly seek, offer or propose to effect, or cause or participate in or in any way assist any other person to effect or publicly seek, offer or propose to effect or participate in, (i) any acquisition of 5% or more of the securities (or beneficial ownership thereof) or consolidated assets (including securities of subsidiaries) of Captaris; (ii) any tender or exchange offer, merger or other business combination involving Captaris or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Captaris or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Captaris; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act) the purpose of which is to effect a transaction described in (a) above; (c) otherwise act, alone or in concert with others, to publicly seek to control or influence the management, Board of Directors or policies of Captaris; or (d) take any action which would reasonably be expected to force Captaris to make a public announcement regarding any of’ the types of matters set forth in (a) above; provided, however, that, notwithstanding the foregoing, actions otherwise prohibited by clause (a)(iv) above shall be permitted hereunder on the date thirty days prior to the last day on which shareholders may properly nominate directors for election at, and properly bring (but, for the avoidance of doubt, not by means of Rule 14a-8 under the Exchange Act) other business to be transacted at, Captaris’s 2008 annual meeting of shareholders if such date occurs earlier than the expiration of the Standstill Period as a result of (x) the date of such meeting being advanced to be more than 30 days prior to the anniversary of Captaris’s 2007 annual meeting of shareholders and/or (y) an amendment to Captaris’s Amended and Restated Bylaws. For purposes of this agreement, (i) ”Significant Event” shall mean (A) the entry by Captaris into an agreement providing for, or the board of directors of Captaris otherwise recommending to the stockholders of Captaris, any merger, sale, stock issuance or other business combination transaction pursuant to which the outstanding shares of Captaris common stock would be converted into cash or securities of another person or 13D Group, or 20% or more of the then outstanding shares of Captaris common stock would be owned by persons other than the then current holders of shares of Captaris common stock, or which would result in all or a substantial portion of Captaris’s assets being sold to any per<|eot_id|> <|start_header_id|>assistant<|end_header_id|>son or 13D Group, or the outstanding shares of Captaris common stock immediately prior to any such transaction would constitute less than 80% of the outstanding shares of Captaris common stock immediately after such transaction, or (B) an unsolicited bona fide tender offer or exchange offer is made by any person or 13D Group to acquire securities of Captaris which would (when added to shares already owned by such person or 13D Group) represent 20% or more of the then outstanding shares of Captaris common stock; (ii) ”Voting Securities” shall mean shares of any class of Captaris capital stock which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of Captaris common stock shall be deemed to have been so converted, exchanged or exercised; and (iii) ”13D Group” shall mean, with respect to Captaris Voting Securities, any group of persons formed for the purpose of acquiring, holding, voting or disposing of Captaris Voting Securities, which would require under Section 13(d) of the Exchange Act and the rules and regulations thereunder, the filing of 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 Captaris Voting Securities representing more than 5% of the total combined voting power of all Captaris Voting Securities then outstanding. The parties understand and agree that no contract or agreement providing for any transaction between them shall be deemed to exist<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>or written consent of the Company, disclose the status of any discussions between the Parties, except as may be required by law or by the rules of any recognized stock exchange and then, if circumstances permit, only with prompt advance written notice to the Company. Any disclosure made pursuant to the prior sentence shall be no more extensive than is necessary to meet the minimum requirement imposed on the Person making such disclosure. Section 2.3 Compelled Disclosure. In the event that the Recipient is requested (by oral questions, interrogatories<|eot_id|> <|start_header_id|>assistant<|end_header_id|>, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, the Recipient shall notify the Company promptly of such request(s), and the documents requested thereby, so that the Company may seek an appropriate protective order and/or waive in writ<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 interoperability testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member’s location. 2. EXISTING OBLIGATIONS The Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants’ results and information shall apply regardless of whether such reside in the Application Form or this Agreement. 3. PURPOSE AND USE The purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing int<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eroperability testing, generating test reports and modifying the Participant’s own technology or product (without restricting the Participant’s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant’s representatives who: (i) need to know the Confidential Information; (ii) understand that they are bound by this Agreement; and (iii) agree to fulfill the obligations of this Agreement. Notwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant’s patents, copyrights, trademarks, and/or mask work rights. The term “Residuals” means information contained in the Confidential Information disclosed at the Events <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ce); b. Direct its employees, agents and subcontractors to abide by non-disclosure terms at least as protective of the Confidential Information as those set forth herein; c. Maintain the confidentiality and take proper measures to protect the secrecy of the Confidential Information, using the same degree of care that it uses to protect its own confidential information, but in any event shall use at least commercially reasonable care .; d. Immediately notify the other party of any misappropriation or misuse of Confidential Information. 6. The breach of the terms set forth herein imply: PromonLogicalis a. Termination of any agreement executed by and between<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the Parties, without any obligation to compensation for the complainant, being due, however, the penalties for breach of contract by the party which gives cause to termination; b. Payment of damages as set forth in Section 9 and the applicable law. 7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior 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|>nd insurance coverage information. 2. I will not leave confidential or sensitive data in view of others who do not have a legitimate business reason to view the data and I will only share confidential data with persons having authorized access. 3. I will not discuss confidential or sensitive information or data in public places and will not remove confidential or sensitive data from my work site without University authorization. NON-DISCLOSURE AGREEMENT B. As an employee, contractor or consultant of the University of Nebraska, and related to my job responsibilities or assigned tasks, I may have access to, come in contact with, or reference confidential or sensitive information or data. Examples of this information and data include, but are not limited to: passwords, student disciplinary and academic records, personal health information, medical and research data, Social Security numbers, legally protected information, financial reports, security parameters and configurations, payroll information and personnel records, system logs and network traffic data, etc. This information or data is subject to University policies as well as regulatory and special handling requirements. 1. I accept responsibility for appropriate handling and management of information and data whether I come into contact with such information through my authorized access or in error. 2. I will maintain the confidentiality of this information and if uncertain about the appropriateness of who this information may be shared with in the course of my authorized access, I will discuss any questions I have with my supervisor or the Central Administration security office. I understand that even the most innocuous file can contain confidential information. 3. In all instances as described above, I acknowledge my personal obligation to protect, through execution of reasonable steps, the confidentiality, integrity and privacy of this data in accordance with University policies, regulatory requirements or other special handling requirements, and prevent unauthorized access, modification, destruction or disclosure of sensitive or confidential data. In the absence of stated guidance or without a clear indication of sensitivity, I will treat and handle all data as if it were sensitive. C. Acknowledgement 1. I have read and understand the statements presented in the above “Responsibilities” section regarding my permitted and potential/inadvertent access to confidential or sensitive information or data. 2. I agree with these stated responsibilities. 3. I understand that misuse of confidential or sensitive information or data, whether intentional or due to neglect on my part, is a breach of policy and grounds for corre<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ctive action which may include my dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action. D. During the course of my work or activities at the University of Nebraska, I may be assigned a computer user login ID and instructed to develop personal passwords. In order to maintain the confidentiality of non-public data, I agree to the following: 1. I will adhere to the University of Nebraska’s Executive Memorandum No. 16, Policy for Responsible Use of University Computers and Information Systems, University of Nebraska’s Executive Memorandum No. 26, Information Security Plan, and to any additional specific policies that I may be asked to follow. 2. I will obtain authorization from the University prior to gaining access to those specific computer functions necessary to perform my responsibilities. 3. I will not share my computer user login IDs and passwords with anyone, at any time, for any reason, except in cases necessary to facilitate computer maintenance and repairs. 4. I will not leave a terminal, personal computer or computer workstation without locking or ending any application that either contains or can be used to access confidential or sensitive information or data. 5. I will not disclose any budget, financial, personnel, payroll or procurement information except to the extent necessary to carry out the responsibilities of my employment or as otherwise required by the law. 6. I will contact the University immediately if I discover that my computer user login ID or password has been compromised, if I suspect that University digital asset has been misused, or if I suspect that someone has obtained unauthorized access to confidential or sensitive information or data on the University of Nebraska information system. 7. I also understand that improper use of my computer user login ID or password is a breach of policy and grounds for corrective action which may include dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action. Signature: Date: Person to be granted access Print Name: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ment, interpretation or waiver of any of the provisions of this agreement shall be effective unless reduced writing and signed by both the parties. 14. ENFORCEMENT The failure to enforce or to require the performance at any time of any of the provisions of this agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this agreement or any part hereof or the right of any party to enforce the provisions of this agreement. 15. HEADINGS The headings of the clauses in this agreement are used for convenience only and shall not affect the meaning or construction of the contents of this agreement. 16. ENTIRE AGREEMENT This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral with respect to the subject matter of this agreement. 17. GOVERNING LAW This agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with the laws of South Africa. 18. POSTAL ADDRESSES 18.1 Any written notice in connection with this agreement may be addressed: 18.1.1 In the case of EnviroServ address P.O. Box 1547, Bedfordview 2008 telefax no (011) 454 6015 attention The financial director 18.1.2 In the case of PROSPECTIVE BUYER address telefax no attention 18.2 The notice shall be deemed to have been duly given: 18.2.1 7 days after posting, if posted by registered post to the party's address in terms of this sub-clause; 18.2.2 on delivery, if delivered to the party's physical address in terms of either this sub-clause or the next sub-clause dealing with service of legal documents; 18.2.3 on despatch, if sent to the party's then telefax number and confirmed by registered letter posted no later than the next business day, unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee. 18.3 A party may change that party's address for this purpose, by notice in writing to the other party. No notice shall be necessary in respect of a new or changed telefax number. 19. ADDRESS FOR SERVICE OF LEGAL DOCUMENTS 19.1 The parties choose the following physical addresses at which documents in legal proceedings in connection with this agreement may be served (ie their domicilium citandi executandi) 19.1.1 EnviroServ : EnviroServ Holdings Limited Brickfield Road Meadowdale Germiston 19.1.2 PROSPECTIVE BUYER : 19.2 A party may change that party's address for this purpose to another physical address in the Republic of South Africa, by notice in writing, to the other party. 20. COSTS 20.1 Each party shall bear that party's own legal costs of and incidental to the negotiation, preparation, setting, signing and implementation of this agreement. 20.2 Any costs, including attorney and own client cost, incurred by either party arising out of the breach by <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the other party of any of the provisions of this agreement shall be borne by the party in breach, 21. SEVERABILITY In the event at any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent. SIGNED AT THIS THE ………. DAY OF …………………………..… On behalf of EnviroServ 1. ...................................……. ............................................................ 2. ...................................……. ............................................................ SIGNED AT THIS THE ………. DAY OF…………………….………..… On behalf of PROSPECTIVE BUYER 1. ...................................……. 2. ...................................……. ............................................................<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> of the public domain; or (c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or (d) is developed independently by Recipient without reference to Confidential Information; or (e) Recipient is required by law to disclose, provided the Recipient shall, where possible, so advise Provider in advance of such disclosure so as to allow Provider an opportunity to challenge such disclosure. 4. Recipient agrees not to use the Confidential Information in any manner whatsoever, directly or indirectly, and Recipient will not make use of such Confidential Information for any purpose, within or outside of its business, other than in connection with the Purpose. Recipient agrees, prior to the termination of this Agreement, to provide the Provider with all work products incorporating or derived therefrom or written confirmation of their destruction. 5. Recipient may disclose the Confidential Information only to such of its employees who have a need to know such information for the Purpose and according to the terms and conditions contained herein. Recipient shall ensure that its employees are fully aware of the confidential nature of the Confidential Information and of the obligations of confidentiality owed to the Provider. Recipient agrees to protect the Provider’s Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. 6. This Agreement is effective as of the date first above written and shall remain in full force and effect until [DATE] (*), unless terminated earlier by either Party. Either Party may terminate this Agreement for any reason upon sixty (60) days written notice to the other Party. The rights and obligations of the Parties under paragraphs 3 and 4 of this Agreement shall continue beyond termination. 7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein. 8. The Confidential Information is disclosed by the Parties without any express or implied representation or warranty as to the accuracy or the completeness thereof. The Parties explicitly disclaim any liability relating to the information, errors or omissions thereform. 9. Recipient recognized that improper use of the Confidential Information disclosed hereunder shall cause irreparable damage to the Provider and agrees that the Provider may take any and all available legal action and shall be entitled to injunctive relief to prevent breaches of this Agreement. 10. If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agree<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ment shall be enforced to the fullest extent possible. 11. This Agreement constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, or implied or statutory, between the Parties other than as expressly set forth in this Agreement. 12. This Agreement shall not be assignable or transferable and shall ensure to the benefit of and be binding upon the Parties hereto. 13. Nothing in this Agreement shall make either Party the partner of the other Party nor constitute either Party the agent or legal representative of the other Party, or create any fiduciary relationship between them. 14. Any demand, notice or other communication to be given in connection with this agreement shall be given in writing and shall be given by personal delivery, by registered mail<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ersedes all prior discussions and writings with respect to the subject matter hereof and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party. 17. In the event that any of the provisions of this Agreement shall be held by a court or the dispute resolution committee of the Film Writers Association to be unenforceable, the re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>maining portions hereof shall remain in full force and effect. 18. Nothing in this Agreement shall preclude either party from engaging in discussions with any third party regarding the Purpose, provided that the terms of this Agreement are strictly complied with during such discussions. 19. All obligations respecting the Confidential information already provided hereunder shall survive in perpetuity after the date that the specific Confidential information was first disclosed. 20. This Agreement is valid and binding on theparent and/or holding and/or subsidiary(s) and/or ass<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ement until it is destroyed by the receiving party; and 2) a single copy of all Confidential Information may be retained by the Receiving Party’s legal department for dispute resolution purposes only, provided, however, that such Confidential Information shall remain subject to the terms and conditions of this Confidentiality Agreement. In the event that a receiving party has or acquires actual knowledge of any breach of the confidentiality of, or the misappropriation of, any Confidential Information received under this Confidentiality Agreement, such party shall promptly give notice thereof to the other party. 5. Upon written demand by the disclosing party or upon termination of this Confidentiality Agreement, the receiving party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the disclosing party within ten (10) business days of receipt of demand; and (iii) upon request of the disclosing party, certify in writing that the receiving party has complied with the obligations set forth in this paragraph. Notwithstanding anything to the contrary herein, 1) neither party will be required to delete electronic Confidential Information stored in back-up/archival storage in accordance with its policies, provided that any such retained Confidential Information will continue to be subject to the terms of this Confidentiality Agreement until it is destroyed by the receiving party; and 2) a single copy of all Confidential Information may be retained by the Receiving Party’s legal department for dispute resolution purposes only, provided, however, that such Confidential Information shall remain subject to the terms and conditions of this Confidentiality Agreement. 6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in the disclosing party. Moreover, this Confidentiality Agreement does not grant any right or license to a party, by implication or otherwise, to any intellectual property owned or controlled by the other party. 7. The obligation of non-disclosure shall not extend to: (1) information which is then already in the possession of the receiving party and not under a duty of non-disclosure; (2) information which is generally known or revealed to the public; (3) information which is revealed to the receiving party by a third party, unless such party is under a duty of non-disclosure; (4) information which the receiving party develops independently of the disclosure and such independent development can be shown by documentary evidence maintained contemporaneously with such development; or (5) information that is disclosed with the disclosing party’s prior written consent. 8. In the event that a party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information received from the other, the receiving party shall provide prompt actual notice to, in the case of <Vendor Name Here>, the General Counsel of <Vendor Name Here>, and, in the case of Company, to the General Counsel of Company, of such receipt, providing the party with a reasonable opportunity to intervene in the proceeding before the time that the other party is required to comply with such subpoena or other process. If such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provision of this Confidentiality Agreement, the receiving party shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confident<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ial treatment shall be accorded the Confidential Information. Notwithstanding anything otherwise set forth herein, <Vendor Name Here> or Company may disclose Confidential Information: a) to the extent revealed to a government agency with regulatory or oversight jurisdiction over Company; or b) in the course of fulfilling any of <Vendor Name Here> regulatory responsibilities, including responsibilities under the Securities Exchange Act of 1934 (Act) or other applicable law. In either case, <Vendor Name Here> or Company shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. 9. Each party acknowledges that the other, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this Confidentiality Agreement in that monetary damages would be inadequate to compensate for such a breach, and that in the event of any material breach or threatened material breach by a party receiving Confidential Information from the other party of any such provisions, a party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained by it. Moreover, any such award of relief to the discloser of such Confidential Information shall include recovery of all actual and reasonable costs associated with enforcement of this Agreement including, without limitation, attorneys’ fees. 10. The Effective Date of this Confidentiality Agreement shall be the date it is signed by both parties and it shall terminate upon the earlier of (i) thirty (30) days written notice of either party, or (ii) three (3) years after the effective date. 11. The representations and obligations of each party relative to the Confidential Information shall survive the expiration or termination of this Confidentiality Agreement for a period<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 (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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 entity now or hereafter owning or operating any hotel operated under the "Wyndham," "ClubHouse" or "Homegate" brand, are intended beneficiaries of the provisions hereof, notwithstanding the fact that such entities may not be parties hereto, and shall be entitled to enforce the provisions hereof as if they were parties hereto. 12. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED, AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ITS CHOI<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ng decisions. The appointing authority shall be the Permanent Court of Arbitration at The Hague. The place of arbitration shall be Vienna and the language used in the arbitration proceedings shall be English. 7 AMENDMENT No modification, amendment or change to this Confidentiality Agreement, or waiver of any of its provisions, or any additional contractual relationship with the Recipient shall be valid unless approved in the form of a written amendment to this Confidentiality Agreement, signed by a fully authorized representative of each Party. 8 ENTRY INTO FORCE This Confidentiality Agreement shall enter into force on the date of the last signature by or on behalf of both Parties and shall remain in force for a period of five (5) years, notwithstanding any earlier purported termination of this Confidentiality Agreement for whatever reason. 9 GENERAL PROVISIONS 9.1 Non-Disclosure. The Parties agree that each of them shall not, without the prior consent of the other in writing, disclose to any third party the terms of this Confidentiality Agreement, or the content, nature or extent of the discussions proceeding in connection herewith. 9.2 Severability. If any provision of this Confidentiality Agreement shall be held invalid or unenforceable for any reason, such invalidity and/or unenforceability shall not effect the enforceability of any remaining provisions of this Confidentiality Agreement. 9.3 Waiver. No waiver of any provision of this Confidentiality Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought. No failure or delay by either party in exercising any right under this Confidentiality Agreement shall operate as a waiver or preclude enforcement of any other right hereunder. 9.4 Entire Agreement. This Confidentiality Agreement constitutes the entire understanding between the Parties relating to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, representations and understandings between the Parties hereto relating to the exchange of Confidential Information. 9.5 Governing Law. This Confidentiality Agreement shall be governed by, and construed in accordance with, the substantive laws of the <|eot_id|> <|start_header_id|>assistant<|end_header_id|>Republic of Austria. 9.6 Signatures and Dates. This Confidentiality Agreement is executed by email and treated as original for all legal purposes. IN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality Agreement. Signed by: Signed by: . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . Chief, Procurement and Contracting Unit (for the Recipient) (for the OSCE) 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|>taff, to permit the testing of one or more enablers. H. “Bi-Lateral Test Session” shall mean an interoperability testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member’s location. 2. EXISTING OBLIGATIONS The Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants’ results and information shall apply regardless of whether such reside in the Application Form or this Agreement. 3. PURPOSE AND USE The purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant’s own technology or product (without restricting the Participant’s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant’s representatives who: (i) need to know the Confidential Information; (ii) understand that they are bound by this Agreement; and (iii) agree to fulfill the obligations of this Agreement. Notwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant’s patents, copyrights, trademarks, and/or mask work rights. The term “Residuals” means information contained in the Confidential Information disclosed at the Events such as general knowledge, ideas, concepts, know-how, professional skills, work experience and/or techniques (not information such as exact implementations, Test Results, or Individual Results) that is retained in the unaided memories of Receiving Participant’s Representatives who have had access to Disclosing Participant’s Confidential Information pursuant to the terms of this Agreement. A Representative’s memory is unaided if the Representative has not intentionally memorized, or referred to records of, such Confidential Information of Disclosing Participant, for the purpose of retaining and subsequently using or disclosing it. 4. DUTIES OF THE OPEN MOBILE ALLIANCE For purposes of this Agreement, the Open Mobile Alliance shall be viewed as a Participant, provided that the Open Mobile Alliance’s use of Confidential Information shall be limited to the performance of its duties as set forth in this Section 4 of the Agreement. The Open Mobile Alliance’s duties under this Agreement will be planning, organizing, and administering the Events. In addition, the Open Mobile Alliance will aggregate and disseminate information in the form of enabler test reports and problem reports pursuant to the terms of the OMA Interoperability Policy and Process Document. 5. DISCLOSURE The Receiving Participant shall hold in confidence the Confidential Information, not disclose the Confidential Information except to<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Receiving Participant’s Representatives in accordance with this Agreement, and will exercise the same amount of diligence in preserving the secrecy of that information as the diligence used in preserving the secrecy of the Receiving Participant’s Confidential Information of like importance, but in no event less than reasonable diligence. 6. JOINT OWNERSHIP The Participants engaged in testing the interoperability of their respective products (“Test Objects”) will have joint and several ownership of the results of the interoperability testing insofar as they relate specifically to the interoperability of the Test Objects (the “Test Results”), information concerning which will constitute Confidential Information of the Participants. Notwithstanding the foregoing paragraph, each Participant will be the owner of any results of the interoperability testing insofar as they relate specifically to the performance of its own Test Object, regardless of the source, (“Individual Results”), information concerning which will constitute Confidential Information of that Participant and may not be disclosed or used by the other Participant other than as permitted for Confidential Information received under this Agreement. Subject to the foregoing paragraph, the Participants will have joint and several ownership of any copyright in and to any test reports that describe the Test Results (the “Test Reports”). Without the prior written consent of the other Participants, no Participant may use or disclose the Test Results or the content of the Test Reports, in whole or in part, other than as permitted for Confidential Information received from the other Participant or as agreed between or among the testing Participants. The Participants will ensure that a suitable copyright and confidentiality notice is appended to each copy of any Test Report and, when applicable, a liability disclaimer. 7. LIABILITY AND LIMITATION OF LIABILITY The Receiving Participant shall be liable for: (i) any breach of this Agreement by the Receiving Participant, and (ii) any unauthorized disclosure or use of Confidential Information by persons or entities to whom the Receiving Participant has the right to disclose Confidential Information under this Agreement, EXCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, THE RECEIVING PARTICIPANT SHALL NOT BE LIABLE FOR, AND HEREBY DISCLAIMS ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN CONNECTION WITH INADVERTENT OR SUCH UNAUTHORIZED DISCLOSURE IF IT HAS EXERCISED THE SAME AMOUNT OF DILIGENCE IN PRESERVING THE SECRECY OF THAT INFORMATION AS THE DILIGENCE USED IN PRESERVING THE SECRECY OF THE RECEIVING PARTICIPANT’S OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE, BUT IN NO EVENT LESS THAN REASONABLE DILIGENCE, AND, UPON BECOMING AWARE OF SUCH DISCLOSURE, NOTIFIED THE DISCLOSING PARTICIPANT THEREOF AND TAKEN REASONABLE MEASURES TO MITIGATE THE EFFECTS OF SUCH DISCLOSURE AND TO PREVENT ANY FURTHER DISCLOSURE. In the event of a breach of this Agreement, the Disclosing Participant may take any and all actions under law against the Receiving Participant. The Participant acknowledges and agrees that the Open Mobile Alliance is not responsible for any actions of its members, including, but not limited to, any breach of the terms 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|> extend to information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from <|eot_id|> <|start_header_id|>assistant<|end_header_id|>a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to furnish any further Evaluation Material. 3. Confidentiality and Use of Evaluation Material. (a) Confidentiality of Evaluation Material. All Evaluation Material (i) shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives. (b) Compulsory Disclosure of Evaluation Material. If the Receiving Party or its Representatives are requested or required in any judicial, arbitral or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(e) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nontheless, in the opinion of the Receiving Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the Receiving Party shall disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and upon the Furnishing Party's request and at the Furnishing Party's expense, shall use all requisite reasonable efforts to obtain assurances that confidential treatment will be accorded to such Evaluation Material to the extent such assurances are available. Subject to the foregoing conditions and limitations, the Receiving Party may disclos<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>onal legislation in place, particularly in relation to law…. 7. Intellectual property The present AGREEMENT does not grant either of THE PARTIES rights or authorization to claim a licence or any other right of use for patents, brands, models and/or industrial or intellectual property of any kind. 8. Duration Confidentiality obligations are intended to last from the signing of the present AGREEMENT up to five years after completion of the PROJECT, currently envisaged for March 16, 2015, except any further extensions of the validity period of this AGREEMENT to be agreed upon by THE PARTIES and before the aforementioned deadline. In case THE PARTIES decide to extend the validity period for a longer period of time or unlimitedly, confidentiality obligations are extended from the signing of the AGREEMENT for the entire duration as agreed upon, which shall be inserted in the AGREMENT. 9. Applicable law and settlement of controversies 9.1 The present AGREEMENT is regulated under …. …. Law. 9.2 In case of any controversy among THE PARTIES in relation to the execution and interpretation of the present AGREEMENT, which cannot be settled amicably, the competent court shall be the Court of …. ….. 10. Communications All communications between THE PARTIES shall be addressed to the following addresses: - for ACRONYM OF THE PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. (Place and date) ……………… SIGNATURE OF THE LEGAL REPRESENTATIVE ACRONYM OF THE PINE PROJ<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ECT PARTNER (Name and office) ……………………… SIGNATURE OF THE LEGAL REPRESENTATIVE COMPANY (Name and office) ……………………… The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement This Agreement is entered into as of , between (“Recipient”) and the International Code of Conduct for Private Security Service Providers’ Association (the “ICoCA” or the “Association”)(together the Parties). Primary Purpose The Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately. The Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances: (a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or (b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information. The Recipient hereby agrees and affirms his/her understanding of the following: (1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as “Confidential Information”); (2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association’s ability to function effectively and subject it to potential legal liability and other consequences; (3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director, Officer, or Staff Member of the Association; (4) that<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the Recipient shall not disclose Confidential Information to any person other than the Directors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose; (5) that the Recipient is aware of and has reviewed the ICoCA’s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association’s Conflict of Interest or Information Security policies; (6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient; (7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Reci<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>able to the public, which the disclosing party desires to protect against unrestricted disclosure or competitive use. 3. All information of the disclosing party disclosed to or otherwise available to the other party as a result of the discussions hereunder or subsequent work with each other shall be protected hereunder as Proprietary Information of the disclosing party unless: a. if in writing or other tangible form, it is conspicuously labeled by the disclosing party as not Proprietary Information; and b. if oral, it is identified by the disclosing party as not proprietary Information. Either party shall have the right to change any information incorrectly designated as not Proprietary by written notification as soon as practical after such error is determined. The party receiving said notification shall, from that time forward, treat such information as Proprietary Information. 4. All disclosures of Proprietary Information between the parties pursuant to this Agreement shall be made by or under the supervision of a Designated Coordinator for each party (identified in Paragraph 12 below). Such Designated Coordinators shall first agree what Information submitted by the disclosing party is not Proprietary Information before the receiving party accepts the Information as not Proprietary Information. 5. Except as otherwise specified and subject to the provisions of Paragraph 6 below with respect to any Proprietary Information provided hereunder, the receiving party shall use the highest degree of care and discretion to limit disclosure of such Proprietary Information including taking steps: a. to restrict disclosure of Proprietary Information solely to its employees with a need to know and not disclose such Proprietary Information to any other parties; b. to advise all employees and Authorized Advisors of receiving party with access to the Proprietary Information of the obligation for protecting the Proprietary Information as provided hereunder; and c. to use the Proprietary Information provided hereunder only for purposes directly related to the Purposes described first above herein and for no other purposes. The "Authorized Advisor" is such other person(s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>), who is an advisor to receiving party necessary for the Purposes described first above, who disclosing party in writing has authorized to receive Proprietary Information of disclosing party, and who agrees in writing to the satisfaction of disclosing party to be bound by the terms hereof. Proprietary Information may not be reproduced or copied, in part or in whole, without the prior written consent of the disclosing party. 6. All Proprietary Information (including any reproductions and copies thereof) shall remain the property of the disclosing party and shall be returned by the receiving party to the disclosing party upon request. No disclosure of any Proprietary Information hereunder shall be construed a public disclosure of such Proprietary Information by either party for any purpose whatever. The obligations imposed upon either party herein shall not apply to Information whether or not designated as Proprietary Information which is disclosed pursuant to a valid order of a court or other governmental body or any political subdivision thereof; provided, however, that the recipient of the order shall first have given notice to the disclosing party and made a reasonable effort to obtain a protective order requiring that the Information and/or documents so disclosed to be used only for the purposes for which the order was issued. 7. ADC and Polaroid agree to make full disclosure of any business dealings or arrangements with third parties, persons, or entities introduced by the other party in connection with such Confidential Information and/or projects. The spirit of mutual trust and confidence and equitable treatment, shall be the underlying principle of this undertaking, and ADC and Polaroid agree to adhere thereto. 8. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Proprietary Information disclosed to the receiving party. If the parties hereto decide to enter into any arrangement regarding any Proprietary Information develops herefrom it shall only be done on the basis of a separate written agreement between them. 9. ADC and Polaroid hereby agree not to circumvent, or to attempt to circumvent, this Agreement in an effort to deprive the other party to this agreement of fees, commissions or other remuneration, in connection with the use of Confidential Information and/or in pursuit of the above listed purposes and projects, and both parties shall indemnify the other against any circumvention or attempt to circumvent by the offending party. 10. The furnishing of Proprietary Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party. 11. In the event either party discloses, disseminates or releases any Proprietary Information received from the other party or threatens to do so, except as authorized hereunder, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the disclosing party may demand prompt return of all Proprietary Information previously provided to such party and obtain a preliminary and permanent injunction enjoining any such disclosure, dissemination or release. The provisions of this paragraph are in addition to any othe<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>re currently affiliated, that do not pertain to their job description or mandate. 5.3 Conflicts of interest may also arise in matters that may lead to a direct benefit to a particular Board member and/or his/her company, which position may conflict with either the law and/or codes of good practice and/or SAMED policy on a particular matter or the approach that should be taken to specific types of matters. 5.4 Where the Board of Directors or a Committee created by it is of the opinion that a conflict of interest exists that has not been declared, the Board of Directors or Committee may declare, by a resolution carried by two-thirds of the members present and voting at the meeting, that a conflict of interest exists and that the member found in conflict shall follow the procedure below. 5.5 In the event of a conflict of interest, the interested party shall: a) Prior to any vote on the issue, declare the conflict of interest to the Chair or Board as a whole. b) Refrain from voting in relation to the matter. c) Withdraw from the meeting when the matter is discussed if requested to do so by a simple majority of the members present and voting at the meeting. 6. Breaches 6.1 A breach of this Confidentiality and Conflict of Interest Agreement may result in action being taken against the member (up to and including removal from the Board and/or SAMED Committee). 6.2 In the case of a breach by a Board or Committee Member, the Board will determine what steps should be taken under the circumstances (provided that consideration of the removal of a Board member shall be on thirty (30) days notice to the Board Member. After thirty (30) days notice to the Board Member, the Board, may remove the person from the Board through the applicable provisions and procedures created by the SAMED Constitution. 7. Terms 7.1 This agreement shall commence upon the date of signature by both parties (“the effective date") to this agreement and shall continue to bind the parties for the duration of one year. A new agreement must be signed should a person be re-elected or re-appointed as a Board- and/or Committee member. 8. Additional action 8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal fro<|eot_id|> <|start_header_id|>assistant<|end_header_id|>m such a position. 9. Amendments 9.1 No amendment, interpretation or waiver of any of the provisions of this agreement shall be effective unless reduced to writing and signed by both the parties. 10. Entire agreement 10.1 This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral, with respect to the subject matter of this agreement. 11. Governing law 11.1 This agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with the laws of South Africa. 12. Severability 12.1 In the event of any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent. 13. Undertaking Respecting Confidentiality and Conflicts of Interest Whereas, and based on the above rules, from time to time, arising out of the relationship between the undersigned and the Board and/or any Committee of SAMED, the undersigned shall come into possession or have knowledge of certain matters, information and things which are confidential, i.e. “confidential information and s/he may be in situations of conflict as outlined in the aforementioned provisions, therefore the person declares as follows: I have read the above undertakings and certify that I fully understand the nature and effect of these undertakings, and acknowledge receipt of a copy thereof. I further agree to be bound by the rules of confidentiality and conflict of interest as set out above. I also understand the need for these requirements and I believe I can meet the requirements as set out above. Signed at on For Board / Committee Member: Full names and surname of Signature For SAMED: Full names and surname Signature<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> person is reasonably likely to purchase or sell such securities. 13. Remedies. The Company and you each hereby acknowledge and agree that money damages would not be a sufficient remedy for breach of this Agreement by you or any of your Representatives or for breach of this Agreement by the Company or any of its Representatives and that therefore, both the Company and you shall be entitled to seek equitable relief, including injunctions and specific performance, as a remedy for any such breach without necessity of posting any bond or other security, and without proof of any actual damages. Such remedies shall nonetheless not be deemed to be the exclusive remedies for a breach of this Agreement, and shall be in addition to all other remedies available to you and to the Company at law or equity. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to receive from the other party the reasonable legal fees and expenses incurred by the prevailing party in connection with such litigation, including any appeal therefrom. 14. Existing Portfolio Investments. The Company (i) acknowledges that as part of your ordinary conduct of business that you may, from time to time, analyze and invest in securities, instruments, businesses and assets of companies and other persons engaged in the same or a substantially similar line of business as is engaged in and conducted by the Company and that your review of Evaluation Material upon the terms and subject to the conditions of this Agreement may serve to enhance your knowledge and understanding of the marketing services industry to an extent and in a manner that cannot be separated from your own independent developed knowledge of such businesses and industries and (ii) agrees that, without limiting any of your obligations under this Agreement and provided that you are not in breach of any of your obligations under this Agreement, including, without limitation, the last sentence of Section 2 of this Agreement, this Agreement is not <|eot_id|> <|start_header_id|>assistant<|end_header_id|>intended to and shall not be deemed to restrict your use of such overall independently developed knowledge and understanding of the marketing services industry strictly for your own internal analytical purposes, including the purchase, sale and consideration of, and voting decisions relating to, existing portfolio company investments made by you and your controlled affiliates. Notwithstanding anything in this Agreement to the contrary, the Company agrees that, to the extent you do not disclose the Evaluation Material or Transaction Information to entities controlled or otherwise managed, directly or indirectly, by you or your affiliates, none of the terms of this Agreement shall apply to such entities. 15. Other Terms. (a) Waivers and Amendments. No failure or delay by any party to this Agreement 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement may only be amended by the execution and delivery of a written agreement to which you and the Company are signatories. (b) Governing Law. This Agreemen<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>portions of the Information which (i) are or become generally available to the public other than as a result of a disclosure by us, our agents, representatives or employees, or (ii) become available to us on a non-confidential basis from a source (other than you or your agents) which is not prohibited from disclosing such information to us by a legal, contractual or fiduciary obligation to you or (iii) information which we have developed independently through conducting our own competitive business. 5. Without your prior written consent, we and our Representatives will not communicate with any person or entity that is a party to any agreement with the Business or any possible transaction between us and the Business involving the Business. 6. Without your prior written consent, we will not for a period of one year from the date hereof directly or indirectly solicit for employment any person who is now employed by you or any of your subsidiaries who is identified by us as a result of our invastigation of the Business. 7. We acknowledge that you make no express or implied representation or warranty as to the accuracy or completeness of the Information, and you expressly disclaim any and all liability that may be based on the Information, errors therein or omissions therefrom. We agree that we are not entitled to rely on the accuracy or completeness of the Information and that we shall be entitled to rely solely on the representations and warranties made to us by the Business in any final purchase agreement regarding the acquisition. 8. In the event that we or anyone to whom we transmit the Information pursuant to<|eot_id|> <|start_header_id|>assistant<|end_header_id|> this Agreement becomes legally compelled to disclose any of the Information, we will provide you with prompt written notice and oral notice so that you may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Business waives compliance with the provisions of this Agreement, we will furnish only that portion of the Information which we are advised by the Business or the Business' attorney we are legally required to furnish and we will exercise the efforts directed by the Business to obtain reliable assurance that confidential treatment will be accorded the Information. All costs for actions taken at the direction of the Business shall be subject to indemnification and reimbursement by the Business. 9. We agree that, until the expiration of the term of this Agreement pursuant to Paragraph 10 below, neither we nor any of our affiliates, including any person or entity directly or indirectly through one or more intermediaries, controlling us or controlled by or under common control with us, will purchase, offer or agree to purchase any securities or assets of the Business, enter, or agree to enter into any acquisition or other business combination, relating to the Business, or make, or induce any other entity to make or negotiate or otherwise deal with others for a tender or exchange offer of Common Stock of the Business, solicit proxies, votes or consents other than for nonimees selected by the Business' Board of Directors, and proposals recommended by the Business' Board of Directors, or otherwise seek to acquire control of the Business unless such purchase, transaction, offer, agreement or proposal shall have previously been approved by the Board of Directors of the Business. 10. This Agreement shall expire on December 31, 1999. 11. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 12. We acknowledge that remedies at law may be inadequate to protect against breach of this Agreement and we hereby agree in advance to the granting of injunctive relief in your favor without proof of actual damages. Very truly yours, CRANE CO. By: /s/ N.S. Evans ---------------------------------- Print Name: N.S. Evans Title: CEO ------------------------------- Date: 3/18/98 2<|eot_id|>