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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|> Parties prior to the disclosure of the Proprietary Information by the Disclosing Party; or (v) is disclosed by Recipient, its Affiliates, or its or their Authorized Parties with the prior written approval of the Disclosing Party. 2. CONFIDENTIALITY 2.1. Curtiss-Wright and Company agree that, as a condition to the receipt of Proprietary Information hereunder, Recipient shall: (i) not disclose, directly or indirectly, to any third party any portion of the Proprietary Information without the prior written consent of the Disclosing Party (except to its Affiliates, and its or their Authorized Parties who have a need to know the Proprietary Information and only to the extent necessary for the Purpose); (ii) not use the Proprietary Information except for the Purpose; (iii) promptly return or destroy, at the Disclosing Party’s request, all materials and documentation containing the Proprietary Information received hereunder except for copies of any computer records or electronic files containing the Proprietary Information, which have been created by automated processes such as archiving or back-up procedures; (iv) take all reasonably necessary precautions to protect the confidentiality of the Proprietary Information received hereunder and exercise at least the same degree of care in safeguarding the Proprietary Information as Recipient, its Affiliates, or its or their Authorized Parties would with its own proprietary information; (v) inform all Authorized Parties of Recipient and its Affiliates to whom Proprietary Information may be disclosed or made available of the proprietary interest of the Disclosing Party therein and of the obligations of Recipient with respect thereto; and (vi) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Proprietary Information. 2.2. The Recipient further agrees that prior to disclosing any Proprietary Information to its Affiliates, or its or their Authorized Parties, as allowed hereunder, the Receiving Party shall advise such Affiliates and/or Authorized Parties of the proprietary nature of the Proprietary Information, and either: (x) direct them to abide by the terms of this Agreement; or (y) ensure that they are under written agreement with the Recipient that establishes non-disclosure and limited use restrictions regarding the Proprietary Information that are no less restrictive than those set forth herein. The Recipient agrees to be responsible for any breach of this Agreement by its Affiliates and its or their Authorized Parties. 2.3. Curtiss-Wright and Company agree that Proprietary Information may be disclosed under this Agreement with appropriate restrictive legends provided thereon to the U.S. Government under the provisions of FAR, or similar regulations of other Government agencies limiting use and disclosure, but only to the extent such limited use or disclosure is specifically related to the Purpose. If either party or any of their respective Affiliates or Authorized Parties is requested or required, by interrogatories, subpoena, or similar legal process, to disclose any Proprietary Information, such party agrees to provide the Disclosing Party with prompt written notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order, waive compliance by the Recipient with the provisions of this Agreement, or both. If, absent the entry of a protective order or receipt of a waiver, the Recipient is, in the opinion of its counsel, legally compelled to disclose such Proprietary Information, th<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement is made as of , 2013, between Canada Mortgage and Housing Corporation (“CMHC”) and [confirm full legal name] (the “Proponent”). WHEREAS, in connection with a Request for Proposal that has been issued by CMHC with respect to the provision of absence management services (the “RFP”), CMHC will make available to the Proponent certain confidential and proprietary information regarding CMHC, its employees and its absence management practices in order to allow the Proponent to make decisions with respect to the preparation and submission of a proposal; NOW THEREFORE, FOR VALUE RECEIVED, the parties agree as follows: ARTICLE 1: CONFIDENTIAL INFORMATION 1.1 "Confidential Information" means all non-public information of CMHC and the Absence Management Services, and all personal information of CMHC employees, disclosed to the Proponent in aggregate or otherwise, including, without limitation, any functional, technical, operational and business information relating to CMHC or its Absence Management Program including, but not limited to, demographics, policies, procedures, absence management details, financial data, product/service specifications and designs, data models, member data, medical data, return to work plans and communication plans. It also includes information orally disclosed if the disclosing party indicates at the time of disclosure the confidential or proprietary nature of the information. ARTICLE 2: RESTRICTIONS ON USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION 2.1 Confidentiality. The Proponent shall hold the Confidential Information in the strictest of confidence, and shall not disclose, directly or indirectly, any Confidential Information to any person or entity outside of the Proponent without the prior written consent of CMHC. The Proponent shall employ such precautions as are necessary to prevent unauthorized use, access to and disclosure of Confidential Information, including but not limited to, ensuring that Confidential Information is disclosed only to those of its and its affiliates’ officers and employees<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> who: (a) have a need to know the same; (b) have been advised of the proprietary and confidential nature of the information, and the confidentiality obligations set out in this Agreement; and (c) who are bound by a similar duty of confidentiality. 2.2 Use. The Proponent agrees to use the Confidential Information solely for the purpose <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXHIBIT E: NON-DISCLOSURE AGREEMENT BETWEEN PBIS AND SOLOPOINT, INC. AND PACIFIC BELL AND SOLOPOINT, INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENT This agreement is made on August 21, 1996 between SoloPoint, Inc., a California corporation ("SoloPoint") and Pacific Bell Information Services ("PBIS"). 1. Purpose. Company and SoloPoint wish to explore a business possibility under which each party may disclose its Confidential Information to the other party. 2. Definition. "Confidential Information" means any information, technical data, or know-how, including, but not limited to that which relates to research, products, software, services, development, inventions, processes, designs, drawings, formulas, engineering, marketing, finances, financial models, and business plans, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data, or know-how (i) is in the possession of the receiving party at the time of disclosures shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is required by law to be disclosed by the receiving party; (iv) is independently developed by the receiving party without utilization of the Confidential Information. 3. Non-Disclosure of Confidential Information. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning the completion of any business relationship between the two. Each party will not disclose the Confidential Information of the other party to third parties or to its employees except employees who are required to have the information in order to carry out the contemplated business. Each party will have employees to whom Confidential Information of the other party is disclosed sign a Non-Disclosure Agreement in content substantially similar to this agreement if such persons have not already signed such agreements obligating them to hold the Confidential Information in confidence. Each party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party on order to prevent of unauthorized falling into the public domain or the possession of unauthorized persons. Each agrees to immediately notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention. 4. Return of Information. Upon request of the disclosing party, the receiving party agrees to promptly return all documents furnishes to it by the disclosing party, together with all copies thereof in its possession. 5. Term. The term of this Agreement shall be five (5) years. 6. General Provisions. This Agreement will be governed by the laws of the State of California. This Agreement will be binding upon the successors of each party, and will be for the benefit of each party, its successors, and its assigns. Each party agrees that it would be difficult to measure the damage to such party from the breach of the other party's obligations hereunder, that injury to such party from any such breach would be impossible to calculate, and that monetary damages would therefor be an inadequate remedy; accordingly, each party agrees that the other party shall be entitled, in addition to all other remedies it might have, to injunctions or other appropriate orders to restrain any such breach without showing or provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng any actual damage. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written above. Company: Pacific Bell Information Services SoloPoint, Inc. By: By: ---------------------------------- ---------------------------------- Title: Title: ------------------------------- -------------------------------<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> to the other Party specifically referencing this Agreement. In any event, however, the obligations of Recipient to maintain the confidentiality of the Confidential Information it has received under this Agreement shall continue after such termination. Termination of this agreement may result in the suspension of information listing services provided by Ameren Illinois. 10. No Waiver; Amendment; Exclusive Agreement. No failure or delay by either of the Parties 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. This Agreement shall not be modified, supplemented or amended except by a writing signed by both Parties hereto. This Agreement represents the exclusive agreement between the Parties in connection with the subject matter hereof. 11. Applicability to Affiliates. Any Confidential Information disclosed by an affiliated company of Ameren Illinois which would otherwise constitute Confidential Information hereunder if disclosed by Ameren Illinois, shall be deemed to constitute Confidential Information under this Agreement, and the rights of Ameren Illinois under this Agreement may be enforced by any such affiliate as if such affiliate were also a Party to this Agreement. 12. APPLICABLE LAW; JURISDICTION; WAIVER OF JURY TRIAL THIS AGREEMENT SHALL BE GOVERNED BY ILLINOIS LAW, AND SHALL BE DEEMED TO HAVE BEEN EXECUTED AND PERFORMED IN THE STATE OF ILLINOIS. 13. Notices. All notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to be made or given when personally delivered or 3 business days after being mailed by registered or certified United States mail, postage prepaid, return receipt requested, or 1 business day after being sent by Federal Express or other recognized courier guaranteeing overnight delivery, to the Parties at the following respective addresses, or at such other address as a respective Party may designate from time to time pursuant to a notice duly given hereunder to the Ameren Illinois: If to Ameren Illinois: Attn: Ms. Erika Dominic Legal Department - Ameren Services Company 1901 Chouteau Ave. St. Louis, MO 63103 314-554-4014 (Fax) If to : Attn: (Fax) 14. Signatures. By signing the below fields, the Parties agree to be bound by the terms herein and signatories below warrant authority to enter into this agre<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ement on behalf of the Parties. This Agreement may be signed by the Parties in counterparts and via facsimile. Execution of this agreement shall terminate and replace any earlier executed non-disclosure agreement related to municipal aggregation related services. By: By: Name: Name: Title: Title: RESOLUTION NO. 2012-03-014R A RESOLUTION APPROVING A NON-DISCLOSURE AGREEMENT WITH AMEREN ILLINOIS COMPANY (Municipal electric aggregation) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Urbana, Champaign County, Illinois, as follows: Section 1. A Non-Disclosure Agreement between the City of Urbana, Illinois, and Ameren Illinois Company, in substantially the form of the copy of said Agreement attached hereto and hereby incorporated by reference, be and the same is hereby authorized and approved. Section 2. The Mayor of the City of Urbana, Illinois, be and the same is hereby authorized to execute and deliver and the City Clerk of the City of Urbana, Illinois, be and the same is hereby authorized to attest to said execution of said Agreement as so authorized and approved for and on behalf of the City of Urbana, Illinois. Motion was made by Alderman , seconded by Alderman that the Resolution be adopted. PASSED BY THE CITY COUNCIL this day of , . Phyllis D. Clark, City Clerk APPROVED BY THE MAYOR this day of , . <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is effective as of the 31st day of July, 2003, by and between Solomon Technologies, Inc. ("STI") and Pinetree (Barbados) Inc. ("Pinetree"). EXPLANATION Pinetree filed a lawsuit against STI on December 20, 2002 in United States District Court for the Southern District of Maryland (later moved to the United States District Court for Northern District of Maryland), captioned as Civil Case No. 8:02-cv-04141 (the "Lawsuit"), in which Pinetree sought, among other things, payment of the outstanding balance under two Unsecured Convertible Promissory Notes issued by STI to Pinetree, dated January 19, 2001 and June 18, 2001, respectively. Since the date of the Lawsuit, the parties have been engaged in settlement discussions. Pursuant to the terms and conditions of this Agreement, STI may wish to provide certain proprietary information to Pinetree in furtherance of those settlement discussions. STI may also provide information to Pinetree in accordance with the terms of a Memorandum of Understanding and other settlement documents between the parties dated as of, or about, the date of this Agreement (collectively, the "SETTLEMENT DOCUMENTS") AGREEMENT In consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the adequacy of which is mutually acknowledged, the parties agree under seal as follows: 1. DEFINITION OF PROPRIETARY INFORMATION. As used in this Agreement, the term "Proprietary Information" means any confidential, non-public or proprietary information, technology or documentation, including without limitation, drawings, designs, business plans and proposals, ideas and prototypes that may be disclosed by STI to Pinetree, whether such is of a technical, commercial, organizational, scientific, financial or business nature. 2. TERM OF DUTY NOT TO DISCLOSE. Unless a particular portion of Proprietary Information becomes nonproprietary as provided in Section 4(a) hereof, or unless otherwise authorized in a written agreement signed by an authorized officer of STI, Pinetree has a duty to protect each particular portion of Proprietary Information in for a period of five (5) years from the date of this Agreement, provided that Proprietary Information which constitutes a trade secret under applicable law shall be protected as long as the Proprietary Information qualifies as a trade secret under Maryland law. 3. USE RESTRICTIONS. a. SOLE PURPOSE. Pinetree may use the Proprietary Information solely for the purpose of evaluating the settlement discussions, or to evaluate such information in connection with STI's performance under any settlement documents which the parties may execute. Unless otherwise expressly authorized to the contrary by STI in a prior signed writing, Pinetree shall not, either directly or indirectly: (a) use, apply, reveal, report, publish or otherwise disclose any of the Proprietary Information to, or for the benefit of, Pinetree or any third party; (b) use or incorporate any of the Proprietary Information in any products or services; or (c) assist, act as an agent for, or act as an advisor or consultant to, any person or entity for the purpose of developing, marketing or selling any product or service that incorporates any of the Proprietary Information. Without limiting the foregoing, Pinetree may use the names of investors provided by STI under the terms of the Settlement Documents solely for the purpose of making an <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>internal decision about whether to convert the Convert Indebtedness then outstanding under the terms of the Convertible Promissory Note between the parties dated as of, or about, the date of this Agreement, and agrees not to contact those investors. b. DEGREE OF CARE. Pinetree must protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that Pinetree uses with respect to information of its own of a similar, highly valuable nature, and Pinetree must, at minimum, use at least reasonable care. c. DUPLICATION. Pinetree shall not copy, duplicate, replicate, decompile or reverse engineer in any manner whatsoever (whether physically, electronically, in writing or otherwise), in whole or in part, any part of the Proprietary Information without the prior written consent of STI, which consent shall be in STI's sole and absolute discretion, and will immediately notify STI in writing of any unauthorized disclosure of the Proprietary Information. At any time upon STI's request, Pinetree shall promptly redeliver to STI, or destroy at STI's direction, all written material in any media or format whatsoever containing, reflecting or in any way derived from the Proprietary Information (including notes, summaries, copies, extracts or other reproductions, in whole or in part), regardless of whether the material was prepared by STI or on STI's behalf. The redelivery or destruction of the Proprietary Information shall be certified by Pinetree in writing to STI, and shall not in any way relieve Pinetree of its obligation of confidentiality. 4. EXCEPTIONS. a. GENERAL EXCEPTIONS. The disclosure and use restrictions imposed in this Agreement do not apply to Proprietary Material that: (a) Pinetree can show by documentary evidence was already in Pinetree's possession before the disclosure hereunder to Pinetree; (b) is hereafter disclosed to Pinetree by a third party who has no duty of confidentiality to STI in respect of it; or (c) is or becomes generally available to the public through no act or default on Pinetree's part. Proprietary Material that comprises a combination of features shall not be within any of the exceptions set forth above merely because individual features are known or received by Pinetree or are in or fall into the public domain, but only if the combination is know or received by Pinetree or is in or falls into the public domain. b. DISCLOSURE UPON REQUEST OF GOVERNMENT. In the event that Pinetree receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, Pinetree shall: (a) promptly notify STI of the existence, terms and circumstances surrounding such a request; (b) consult with STI on the advisability of taking steps to resist or narrow such request; (c) if disclosure of such Proprietary Information is required, furnish only such portion of the Proprietary Information as Pinetree is advised by counsel is legally required to be disclosed; and (d) cooperate with STI, at STI's expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Proprietary Information that is required to be disclosed. c. OWNERSHIP; WARRANTIES. Pinetree agrees that all Proprietary Material disclosed shall remain the property of STI, and nothing herein shall be construed as the grant of a license or an<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> or which after circulation enters the public domain (other than through a breach of this agreement); b) which at the time of circulation is already known by the receiving party (as evidenced in writing) and is not hindered by any obligation not to circulate; c) which is later acquired by the receiving party from another source and is not hindered by any obligation not to circulate; d) which is required to be circulated by law or order of a court of competent jurisdiction. 2.4 Both, the Agency and the Contractor agree that all Proprietary Information shall remain the property of the owner and that any Intellectual Property Rights subsisting in and protecting the Proprietary Information are owned and licensed as set out in the Contract and nothing in this agreement shall grant, convey or transfer to the Contractor, an Authorised Person, Agency Authorised Person or any company, firm or person any right, title, licence or interest in such Proprietary Information. 3. Storage Both the Agency and the Contractor shall: a) keep all Proprietary Information supplied by the other party (and all results, information, data or documentation based thereon) separate from all other records at its usual place of business; b) not use, reproduce, transform, or store any of the Proprietary Information supplied by the other party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside its usual place of business; c) keep a written record of the physical and electronic location of all Proprietary Information used by Authorised Persons and Agency Authorised Persons, a record of when and how many copies are made and destroy copies which are unused; d) take every reasonable precaution and step to ensure that the Proprietary Information supplied by the other party is secure and protected from unauthorised access and use. 4. Further Assurances 4.1 At the request of the supplier of the Proprietary Information the receiving party shall immediately return all Proprietary Information which the receiving party (or an Authorised Person/Agency Authorised Person) has in its possession, custody or control including all materials (in hardcopy or electronic form) that incorporate any part of the Proprietary Information and, if required, destroy any copies of such Proprietary Information and materials and certify in writing that such destruction has been completed. 4.2 Both the Agency and the Contractor shall promptly inform the other party if it is aware that any Proprietary Information supplied by the other party may have been accessed, used, distributed, circulated, supplied or copied in breach of this agreement and shall provide any assistance the other party may reasonably require to investigate such unauthorised access, use, distribution, circulation or copying and prevent further such unauthorised activities. 5. Notices 5.1 Notification under this agreement should be sent to: Name Address Telephone Fax e-mail For the Agency For the Contractor 5.2 Notification sent under this agreement shall be deemed valid and effective when received by mail, fax or e-mail providing there is written confirmation of receipt. 6. Termination 6.1 The Agency may terminate this agreement at any time by notice in writing if; a) the Contractor becomes insolvent, ceases to carry out its business, has a receiver, liquidator, administrative receiver, administrator, trustee or other similar officer appointed over the whole or part of its assets or an order is made or a resolution passed for the winding up of the Contractor (save for a solvent winding up as part of a bona fide reconstruction or amalgamation); or b) the Contractor commits a breach of this agreement or of the Contract which is material and not capable of remedy or which is capable of remedy but which is not remedied within 60 days of notice to the Agency. 6.2 The Con<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tractor may terminate this agreement if the Contract is cancelled by the Agency for some reason other than the fault of the Contractor. 7. Miscellaneous 7.1 Both the Agency and the Contractor make no representation and give no warranty concerning the accuracy, format (either in hard copy or electronic form) suitability or fitness for purpose of the Proprietary Information supplied under this agreement. Neither the Agency nor the Contractor shall be liable in any form for any loss, damage or expenses incurred an Authorised Person or Agency Authorised Person which result either directly or indirectly from 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|>MUTUAL NON-DISCLOSURE AGREEMENT & BUSINESS AGREEMENT (Contract #: 8C-AN050921-01) This Agreement is made and entered into as of September 21, 2005 between S-CAM Co., LTD duly organized and existing under the law of the Republic of Korea with its place of business at #303, Gyenggi Venture building 1017, Ingae-dong, Paldal-gu, Suwon-si, Gyenggi-do, Korea (hereinafter referred to as "SCAM") and ANUBIS Electrinc GmbH, duly organized and existing under the law of the Germany with its principal place of business at Am Langfeld 38, D-66130 Saarbrucken, Germany (hereinafter referred to as "ANUBIS") with reference to the following facts: Whereas, SCAM (Manufacturer) wishes to appoint ANUBIS the exclusive distributor for the Products in the Territory (as hereinafter defined), Now, therefore, in consideration of the premises and mutual covenants contained herein, the parties agree as follows: ARTICLE 1. DEFINITIONS In this agreement except where the context otherwise requires, the following terms and expressions shall have the following meanings: 1.1 "Confidential Information" means any information, whether written or oral, which ANUBIS learns about SCAM or the Products and which is not generally available to the public or which is labeled by SCAM as confidential. 1.2 "Products" means the item listed in the Schedule and any additional products expressly brought within the scope of this agreement by mutual written consent of the parties. 1.3 "Performance Levels" means the annual minimum sales of the Products for the Sales Territory as set forth in the Schedule or as may be amended by the parties in writing from time to time. 1.4 "Sales Price" means, for Products delivered to the ANUBIS hereunder, an amount in US Dollars, determined from SCAM's current applicable price list for such Product as published by SCAM, in effect September 21, 2005 as mutually agreed by both parties, and which shall only be changed with 30 days prior written notice. 1.5 "Sales Territory" means that geographic area commonly referred to as Whole Europe. 1.6 "Schedule" means that listing attached to this Agreement and made a part hereof which contains certain pertinent provisions of this agreement. ARTICLE 2. GRANT OF REPRESENTATION 2.1 EXTENT OF REPRESENTATION RIGHTS. Under the terms and conditions set forth in this agreement, SCAM hereby appoints ANUBIS, and ANUBIS accepts such appointment as the representative to sell the Products to customers in the Sales territory. Unless specifically otherwise authorized in writing by SCAM, ANUBIS shall not directly or indirectly by any means whatsoever contact or solicit any customer or customers outside of Sales Territory or establish any branch or depot for the purpose of selling the Products outside of the Sales Territory. 2.2 ALL SALES BY ANUBIS COVERED. All Products sold by ANUBIS during the term of this agreement shall be subject to the terms of this agreement. 2.3 OTHER PRODUCTS. This agreement shall not included, and ANUBIS does not by this agreement obtain, the right to sell any item produced or sold by SCAM except the Product. 2.4 ANUBIS NOT AGENT. ANUBIS is and shall act as an independent contractor. ANUBIS is not an agent, franchisee, or employee of SCAM and has no power to act for, bind, or otherwise create or assume any obligation on behalf of SCAM for any purpose whatsoever. All financial obligations associated with ANUBIS's business are the sole responsibility of ANUBIS. ARTICLE 3. TITLE, RISK OF <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>LOSS AND WWARRANTY LIMITATION 3.1 LIMITED WARRANTY. Any products purchased from SCAM which become defective will be Warranted to ANUBIS for a period of 24 months from the date of shipment to ANUBIS. Such warranted units will be repaired or replaced by SCAM. 3.2 NOTIFICATION. ANUBIS will notify SCAM in writing of any claim or proceeding involving Products no later than fourteen (14) days after ANUBIS learns of such claim or proceeding. SCAM will likewise notify ANUBIS. SCAM will also report all claimed or suspected product defects to ANUBIS promptly. ARTICLE 4. TRADEMARKS, TRADE NAMES AND GOODWILL 4.1 REPUTATION. Each of the parties will act and cooperate in all reasonable ways to protect the reputation and goodwill of the other. ARTICLE 5. CONFIDENTIAL INFORMATION 5.1 MAINTENANCE OF CONFIDENTIALITY. ANUBIS acknowledges that the processes used by SCAM to develop and produce the Products involve confidential information and data of substantial value to SCAM which value would be impaired if said information and data were disclosed. ANUBIS agrees (1) to safeguard the Confidential Information disclosed pursuant to this agreement (2) not to use the Confidential Information disclosed pursuant to this agreement for any purpose other than (to the extent necessary) to further the sale of and promotion of Products and (3) to cooperate in any lawsuit involving the Confidential Information. In implementation of the foregoing, ANUBIS shall not disclose any of the Confidential Information to any person except those for whom disclosure is necessary for the effective performance of their responsibilities as employees of agents of ANUBIS, and, in each case, only to the extent required for such effective performance of responsibilities. 5.2 OBLIGATION AFTER DISCLOSURE OR TERMINATION. The obligations undertaken by ANUBIS pursuant to this Article 5 shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful or negligent act or omission by ANUBIS orits employees or agents in contravention of the obligations herein above set forth in this Article 5. Except as so limited all of the obligations of this Article 5 survive expiration or termination of this agreement. 5.3 This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information listed in Exhibit A and other information which the disclosing party identifies in writing as confidential before or within thirty days after disclosure to the receiving party ("CONFIDENTIAL INFORMATION") 5.4 Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except for the Business Purpose. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party. 5.5 Confidential Information will not include information which: (i) Is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to the receiving party by a third party,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tions set forth in this Section above shall apply to actions by Samples, whether taken directly or indirectly, through any form of ownership, and whether as principal, officer, director, agent, employee, employer, consultant, stockholder or holder of any equity security (beneficially or as trustee of any trust), lender, partner, joint venturer or in any other individual or representative capacity whatsoever. However, none of the foregoing shall prevent Samples from (i) being the holder of up to 5% in the aggregate of any class of securities of any corporation engaged in the activities described above, provided that such securities are listed on a national securities exchange or reported on NASDAQ or (ii) being the holder of non-convertible debt securities of any entity. 3. Enforcement of Covenants. Samples acknowledges that a violation or attempted violation of any of the covenants and agreements in Section 2 above will cause such damage to the Acquiror Companies, the Target Company and the Related Entities as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, Samples agrees that each of the Acquiror Companies and the Target Company and any Related Entity shall be entitled as a matter of right to an injunc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion issued by any court of competent jurisdiction, restraining such violation or attempted violation of such covenants and agreements by Samples, or the employees, partners or agents of Samples, as well as recover from Samples any and all costs and expenses sustained or incurred by the Acquiror Companies and the Target Company and the Related Entities in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. Samples agrees that no bond or other security shall be required in connection with such injunction. Samples further agrees that the Restricted Period shall be tolled during any period of violation thereof by Samples. Any exercise by any one or more of the Acquiror Companies and the Target Company and the Related Entities of their respective rights pursuant to this Section 3 shall be cumulative and in addition to any other remedies to each of them may be entitled. 4. Intellectual Property. Samples recognizes and agrees that, on and after the date hereof, he will not have the right to use for his own account any of the service marks, trademarks, trade names, licenses, labels, trade secrets or customers' lists owned by or licensed to the Acquiror Companies, the Target Company or any of the Related Entities. 5. Consideration. As consideration for Samples' agreements provided herein, the Acquiror agrees to pay to Samples the total sum of $500,000, which amount shall be payable by wire transfer of immediately available funds on the date hereof. Samples also acknowledges and agrees that, in addition thereto, he has received substantial consideration and benefit, direct and indirect, pursuant to the Merger and the other transactions contemplated by the Merger Agreement. 6. Validity. Samples acknowledges and agrees that each of the covenants contained herein is a reasonable limitation as to time, geographical area and scope of activity to be restrained and does not impose a greater restraint than is necessary to protect the goodwill or other interests of the Acquiror Companies and the Target Company and the Related Entities. To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as 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|>b. Data Recipient agrees to not make available, disclose, provide or communicate Non-Public Information to any entity or individual, except: i. Employees of Data Recipient who (1) have signed an acknowledgment of this Agreement or a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2)<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below; <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrant<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>A desires to prevent the unauthorized use and disclosure of its Confidential Information. NOW THEREFORE, in good and adequate consideration, the receipt of which is acknowledged, I, , on behalf of Company, agree as follows: (NAME OF PERSON SIGNING THIS AGREEMENT) 1. Definition. "Confidential Information" means any information identified as confidential by the FNHA that is part of the FNHA’s request for proposal number 2019RFP-02, Architectural & Design Team Consultants for Metro Vancouver Office Project (“RFP”) whether<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> in oral, written electronic or any other form or medium whatsoever, including but not limited to Appendix B of the RFP, questions answered or information disclosed by FNHA related to confidential aspects of the RFP or discussions held related to the RFP. 2. Non-Disclosure. Company will not make copies of, disclose, discuss, publish or disseminate Confidential Information any third person or entity. Company will not use the Confidential Information for any purpose other than responding to the RFP. Company will take reasonable precautions to secure and prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may not at any time directly or indirectly communicate with the media in relation to the Confidential Information or any information with respect to the RFP without first obtaining the written permission of FNHA. Company acknowledges and agrees that nothing contained in this Agreement will be construed as granting it any rights, by license or otherwise, to any Confidential Information. Company further agrees to return Confidential Information to F<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>c domain at the time when these are provided to the Recipient (the Party receiving the information) or in case they become of public domain due to an act or behaviour not explicitly forbidden to the Recipient; 4. Confidentiality obligations 4.1 THE PARTIES may not disclose or communicate in any form or way data and information of a confidential nature to unauthorized subjects. 4.2 Such data and information will have to be used appropriately and adequately for the carrying out of the activities specifically envisaged by the PROJECT and contained in the contract mentioned in the Premises, in such a way that their confidential nature is not compromised and no damage is caused in any other way. 4.3 The information and data of a confidential nature may not be copied or reproduced, in all or in part, unless this is explicitly required by the carrying out of PROJECT activities. 4.4 The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the fi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nancing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, compliant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 4.5 The information and data of a confidential nature may be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to other PROJECT partners and/or third parties appointed to carry out analyses on them. In this case too, the forwarding will take place in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY. 5. Responsible persons 5.1 Each Party shall appoint within its organization a person responsible for the treatment of confidential information and data, who shall have all persons in charge of carrying out PROJECT activities sign a declaration, whereby they take it upon themselves to comply with confidentiality obligations as described and regulated in the present AGREEMENT. 5.2 The persons responsible for the abovementioned confidential data treatment are: - for ACRONYM OF THE PINE PROJECT PARTNER …………….……………………………….. - for the COMPANY…………………………………………………………………………………. 6. Security measures 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 nor the European Commission are responsible for any use that may be made of the information contained therein 6.1 THE PARTIES commit to adopt all security measures as necessary to protect data and information of a confidential nature and guarantee that their confidentiality is not compromised in any way. 6.2 The treatment of all sensitive and personal data shall be compliant to the relevant national 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 AGRE<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or 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 Confide<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ntial 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 int<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement This Agreement is made as of the day of , 20 (“Effective Date”) by and between , having offices at and Carnegie Mellon University, having offices at 5000 Forbes Avenue, Pittsburgh, PA 15213 (“Carnegie Mellon”). WHEREAS, for the purpose of furthering a potential research relationship between them, and Carnegie Mellon (collectively referred to as the “Parties,” and each individually referred to as a “Party”) have determined to establish terms governing the use and protection of certain Confidential Information (as defined below) that one Party (“Disclosing Party”) may disclose to the other Party (“Recipient”), which information in the case of relates generally to and in the case of Carnegie Mellon relates generally to . NOW THEREFORE, intending to be legally bound, the Parties agree as follows: 1. Confidential Information. a) “Confidential Information” means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>atter, including, but not limited to, trade secrets, business and technical information and data, disclosed orally, visually, in writing, electronic media or by any other means, and that is marked in accordance with this Section 1. b) With respect to any tangible information that a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall mark such information as “Confidential” prior to disclosing it to the Recipient. c) With respect to any oral or visual communication or other intangible information which a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall notify Recipient of such fact at the time of disclosure and within fifteen (15) days thereafter, Disclosing Party shall send Recipient a written memorandum outlining the information deemed to be Confidential Information. Such memorandum shall be marked “Confidential.” 2. Non-Disclosure. A Recipient of Confidential Information under this Agreement shall use the Confidential Information only for the purpose of evaluating a research relationship between the Parties and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidentiality or proprietary information of like importance. If necessary to effectuate the furthering of a potential research relationship, Recipient may disclose Confidential Information received under this Agreement to employees and/or consultants with a need to know, provided that any consultants are bound to protec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> will be accorded to the Evaluation Material and/or such facts or information. 4. Termination of Discussions. If either party decides that it does not wish to proceed with discussions or negotiations relating to a Transaction with the other party and the party so deciding promptly informs the other party of that decision, or at any time upon the request of TBI for any reason, EnCana will promptly deliver to TBI or, at the option of EnCana, destroy all written (and electronic) Evaluation Material. In the event of such a decision or request, all other Evaluation Material prepared by EnCana shall be destroyed, and in no event shall EnCana be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to TBI provided that a single copy of each item returned or destroyed may be retained in the files of EnCana's outside legal counsel for the purpose of resolving any disputes that may arise under this letter agreement. If requested, the destruction of Evaluation Material shall be certified in writing by an authorized officer of EnCana. Notwithstanding the termination of any discussions or the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by their obligations of confidentiality hereunder for a period of eighteen months from the date hereof. 5. Standstill Agreement. For a period of 18 months from the date hereof, EnCana agrees that it and its affiliates shall not, without the prior written request of TBI, directly or indirectly, alone or in concert with others, (a) acquire, offer to acquire, or agree to acquire, by purchase, or otherwise, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 of the Securities Exchange Act of 1934) of more than 1% of any class of voting securities issued by TBI or any material assets of TBI or any securities or material assets of any subsidiary of TBI, (b) propose to enter into any merger or business combination involving TBI or any of its subsidiaries, (c) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) with respect to the securities of TBI, or advise or seek to influence any person or entity with respect to the voting of, or giving of consents with respect to, any securities of TBI or any of its subsidiaries, (d) seek or propose to influence or control (whether though a "group," as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934 or otherwise) the management, board of directors, policies or affairs of TBI or any of its subsidiaries, (e) to the exten<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t doing so would require the public disclosure of such action by TBI, make any request to waive or amend any provision of this Section 5, (f) disclose any intention, plan or arrangement inconsistent with any of the foregoing or (g) encourage any third party to do any of the foregoing; provided, however, that this Section 5 shall terminate with respect to EnCana if a person or entity (other than EnCana or an affiliate of EnCana) acquires, enters an agreement to acquire, or publicly proposes to acquire, directly or indirectly, by merger or otherwise, more than 50% of the voting securities of TBI (i.e., those securities of TBI that are entitled to participate in the annual election of directors), or otherwise acquires, enters an agreement to acquire, or publicly proposes to acquire, the ability to control the management or policies of TBI. As used in this Section 5, the term "securities" shall mean any securities of TBI and any direct or indirect warrants, rights or options to acquire securities of TBI. 6. Procedure for Communications. It is understood that the parties will arrange fo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 not any other purpose. 4. The Recipient may disclose Confidential Information only to the limited group of the Recipient's Representatives, who are actually engaged in and need to know the Confidential Information for the Permitted Purpose, who have been informed of the confidential nature of the Confidential Information, and who agree to keep such information confidential and not use such Confidential Information for any purpose other than the Permitted Purpose. The Recipient shall ensure that each of the Recipient's Representatives will observe all terms and conditions of this Agreement. The Recipient further agrees that it shall be responsible for any breach of this Agreement by any of the Recipient's Representatives, and that the Recipient shall take all reasonable measures, including, without limitation, court proceedings, at the Recipient’s sole expense, to restrain the Recipient’s Representatives from making unauthorized disclosure or use of the Confidential Information. 5. The Confidential Information shall remain at all times the property of the Company. No rights to use, license, or otherwise exploit the Confidential Information are granted to the Recipient, by implication or otherwise, by virtue of Confidential Information being made available to the Recipient or any of the Recipient’s Representatives. 6. The Recipient acknowledges and agrees that the Company would not have an adequate remedy at law and would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information or in the event that any of the provisions of this Agreement were not performed by the Recipient and the Recipient’s Representatives in accordance with their specific terms or were otherwise breached by the Recipient or any of the Recipient's Representatives. Without prejudice to the rights and remedies otherwise available to the Receiver, the Recipient agrees that the Receiver shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by the Recipient or the Recipient's Representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to the Receiver or the Company. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that the Recipient or any of the Recipient's Representatives have breached this Agreement, then the Recipient shall be liable and pay to the Receiver the reasonable costs and expenses (including attorney's fees on a full indemnity solicitor and his own client basis) incurred by the Receiver in connection with such litiga<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tion, including any appeal therefrom. The Recipient shall indemnify and hold harmless the Receiver and the Receiver's directors, officers, employees, consultants, representatives, advisors and agents from all damages and losses of any nature whatsoever (including consequential damages) arising out of a breach by the Recipient or any of the Recipient's Representatives of any of the terms and conditions of this Agreement. 7. The R<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ORACLE CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”). Oracle and the Company are entering into discussions concerning a possible strategic transaction involving the Company and/or its shareholders (the “Transaction”). In connection with these discussions, the parties expect to make available to one another certain non-public, confidential and/or proprietary information, which may include information concerning their respective business prospects and plans, financial condition, technology, operations, assets and liabilities (collectively, the “Evaluation Material”). As a condition to each party furnishing the Evaluation Material to the other party and the directors, officers, employees, agents or advisors of such party or its subsidiaries or other affiliates (collectively, “Representatives”), each party agrees that the Evaluation Material furnished to it hereunder shall be treated in accordance with the terms of this Agreement. 1. Evaluation Material. “Evaluation Material” also includes notes, studies analyses, compilations, plans, interpretations or other documents prepared by the receiving party or its Representatives to the extent that they contain or are based upon the Evaluation Material furnished to such party hereunder. The term “Evaluation Material” does not include information that (a) is or becomes a matter of public knowledge or is generally available to the public not through a breach of this Agreement; (b) is or becomes available to the receiving party from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a duty of confidentiality with respect to such information; (c) is disclosed by the disclosing party to a thir<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the Evaluation Material. 2. Non-Disclosure; Use. Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person (other than to such party’s Representatives who agree, or are otherwise bound, not to disclose the following except as contemplated by this Agreement) any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction. Except as otherwise provided in this Agreement, the Evaluation Material shall only be used by a party and its Representatives to evaluate, negotiate, facilitate or pursue a Transaction. 3. Personally Identifiable Information. To the extent that its Evaluation Material includes human resources data and/or other information that serves to identify one or more individuals (“PII”), the disclosing party agrees to provide only such information as is required for evaluating or planning for a possible Transaction and to provide any notices and obtain any consents necessary for the receiving party to store and access such PII globally and to use PII in connection with the Transaction. The receiving party agrees to notify the disclosing party of any request received by the receiving party for access, correction, amendment or redaction of any PII. The disclosing party shall be responsible for compliance with all such requests. The receiving party also agrees to notify the disclosing party of any actual or suspected improper acquisition of PII of which the receiving party becomes aware. 4. Residuals. Nothing in this Agreement shall be construed to limit the ability of either party or any of its Representatives to use “residuals” relating to the Evaluation Material of the other party. The term “residuals” shall mean information of any kind included in or relating to the Evaluation Material which is retained in the memories of Representatives of either party who have had access to the Evaluation Material, including ideas, know-how, or techniques contained therein, but not as a result of any deliberate effort to memorize the information. Without limitation of the foregoing, neither party shall have any obligation to limit or restrict the assignment of its employees or to pay royalties to the other party in connection with any use of residuals. 5. Independent Development. Nothing in this Agreement shall be construed to limit or preclude either party from developing, using, marketing, licensing, and/or selling any independently developed software, hardware, technology or other materials similar or related to the Evaluation Material. 6. Required Disclosure. Notwithstanding anything to the contrary contained in this Agreement, in the event that a party or its Representatives receives a request or is required (by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil demand or other process) to disclose any <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Tompkins Cortland Community College Non-Disclosure Agreement This is a Nondisclosure Agreement made as of ("Effective Date") between Tompkins Cortland Community College, an educational corporation organized and existing under the New York State Education Law, herein after referred to as "Tompkins Cortland Community College, a member of the State University of New York, with its principal place of business at 170 North Street, PO Box 139, Dryden NY 13053, and (“Company”), a corporation with its principal place of business at for the purpose of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by Tompkins Cortland Community College to the Company under this Agreement. For purposes of this Agreement Tompkins Cortland Community College and Company are sometimes collectively referred to as the “Parties” and individually referred to as a “Party”. As used herein, “Recipient” shall mean the Party who has been given “Confidential Information” (as hereinafter defined) by and of the other Party. Discloser shall mean the Party who gives Confidential Information to the other Party. 1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Community College have made an agreement (“Purpose”), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Tompkins Cortland Community College. 2. “Confidential Information” means any business and/or personally identifiable information relating to Tompkins Cortland Community College's students, employees or other parties contained in files or storage systems to which the Company will be provided access by Tompkins Cortland Community College. 3. “Confidential Information” shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked “confidential” or should be deemed by its nature to be confidential. 4. All Confidential Information shall remain the property of Tompkins Cortland Community College. No rights or license therein is granted except a limited right to use the Confidential Information solely for the Purpose. 5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a “need to know” who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement. 6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Tompkins Cortland Community College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Tompkins Cortland Community College, or certify the destruction of all such Confidential Information. 7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient’s Legal Department unless otherwise directed in writing by R<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ecipient, and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail. 8. If any of this Agreement is held to be unenforceable, such unenforceable part shall be deemed modified or eliminated to the extent necessary to make the remaining parts enforceable. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default. 9. Company agrees that there may not be an adequate remedy at law for any breach of the obligations hereunder and upon any such breach or any threat thereof by Company, Tompkins Cortland Community College shall be entitled to seek appropriate equitable relief without necessity of posting bond, in addition to whatever other remedies it might be entitled 10. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law provisions. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party’s prior written consent. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements or understandings, written or oral, between the Parties with respect thereto. 11. All laws governing the "Confidential Information" of the College, including FERPA - Family Educational Rights and Privacy Act, HIPPA - Health Insurance Portability Act, Gramm-Leach-Bliley Act, New York State Information Security Breach and Notification Act, Sarbanes-Oxley Act and others that may apply will be strictly followed. 12. Company shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 889-aa; State Technology Law Section 208). Company shall be liable for the costs associated with such breach if caused by Company's negligent or willful acts or omissions, or the negligent or willful acts or omissions of Company's agents, officers, employees or subcontractors. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives. Tompkins Cortland Community College, SUNY Company: Signature: Signature: Name: Name: Title: Title: Date: Date:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> be effective unless reduced in writing and signed by both Parties. 16. ENFORCEMENT The failure or delay by the Disclosing Party 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 the Disclosing Party to enforce the provisions of this Agreement. 17. REPRESENTATIONS & WARRANTIES 17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement. 17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 17.2.1. will not result in a breach of any other agreement to which it is a party; and 17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis. 18. ENTIRE AGREEMENT This Agreement contains the entire agreement between 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. 19. GOVERNING LAW The Agreement will be governed by and construed in accordance with the laws of South Africa. 20. DOMICILIA AND NOTICES 20.1. The Parties hereby choose domicilium citandi et executandi ("domicilium") for all purposes under the Agreement as follows – Eskom – Physical Address - Megawatt Park, Maxwell Drive, Sunninghill; Postal Address - PO Box 1091, Johannesburg, 2000, South Africa Telephone No - +27 11 Fax No - +27 11 Contact Person - () [Counterparty] Physical Address Postal Address - Telephone No - Fax No - Contact Person and Designation - 20.2. Any notice given by one party to the other is deemed to have been received by the addressee: 20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or 20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or 20.2.3. on dispatch, if se<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt to the addressee's then telefax number. 20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers. 21. SEVERABILITY 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 provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent. 22. ASSIGNMENT 22.1. Su<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ANNEX 2 - Non Disclosure Agreement Date: THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN: DEFTA Group A compagny having its registered office at MEAUX Val d'Europe 77701 Immeuble Le Galilée, 10 Rue de la Fontaine Rouge. Val d'Europe - Marne La Vallée - 77701 Represented by Jean-François KER RAULT Group Purchasing Director Hereinafter called "Buyer" AND VWX A company having its registered office at YYY Represented by YYY its YYY Hereinafter called "Supplier" Buyer and the Supplier are together hereinafter referred to as "Parties", and individually "Party". WITNESSES WHEREAS, the Parties wish to pursue exploratory discussions concerning possible collaborations between them in relation to project XXX. WHEREAS, during the performance of this Purchasing Frame Contract, it will become necessary for the Parties hereto to disclose to each other certain technical, financial or business information of a proprietary or confidential nature, hereinafter referred to as “Proprietary Information”; and WHEREAS, the Parties hereto are willing to provide for the conditions of such disclosure of Proprietary Information and the rules governing the use and the protection there of; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. As used in this Agreement the term "Proprietary Information" shall mean any information or data disclosed by any Party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitation any written or printed documents (plans, drawings, photographs, etc…), samples prototypes, models, technology, know-how, specifications, software, commercial or financial information or any means of disclosing such Proprietary Information that each Party may elect to use during the life of this Agreement. 2. Nothing in this Agreement may be construed as compelling any Party hereto to disclose any Proprietary Information to the other, or to enter into any further contractual relationships. 3. Each Party, to the extent of its right to do so, shall disclose to the other Party the Proprietary Information which are appropriate to fulfil the objectives of this Agreement as set up in the recitals. The Parties hereby represent that the disclosure of Proprietary Information by and between themselves is not contrary to the laws and regulations of their respective countries. 4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall: (a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> reasonable care, (b) be only disclosed to and used by those persons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. (Buyer shall be entitled to freely disclose such information to its affiliated companies, to its co -contractors for a project and to its final customer). (c) not be used in whole or in part for any purpose other than the purpose of this Agreement as specified in the preamble and for the Project above without the prior written consent of the disclosing Party, (d) neither be disclosed nor caused to be disclosed whether directly or indirectly to any third Party or persons other than those mentioned in subparagraph b) or the Buyer Clients or its co -contractors for the Project, (e) neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized in writing by the disclosing Party. 5. Any Proprietary Information and copies thereof disclosed by either Party to the other shall remain the property of the disclosing Party and shall be returned by the receiving Party immediately upon request. The above provisions shall not apply to the Proprietary Information disclosed by the Supplier to the Buyer and which fall under clause 12.2 of the General Purchase Conditions. 6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or (d) has been or is published without violation of this Agreement, or (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or (f) is approved for release or use by written authorization of the disclosing Party. 8. Except as provided under clause 12.2 of the General Purchase Conditions, it is expressly understood and agreed by the Parties her<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 Motorola, 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|> of any inadvertent disclosure it shall use reasonable efforts to prevent further disclosure of such Information. 7.0 Compliance with Legal Process In the event that the party receiving any Information is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or similar process, or, in the opinion of counsel for such party, by federal or state securities or other statutes, regulations, or laws) to disclose any Information, such party shall promptly notify the other party of such requests or requirement prior to disclosure so that the other party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. If, however, in the opinion of counsel for the receiving party such party is nonetheless, in the absence of such order or waiver, compelled to disclose such Information or else stand liable for contempt or suffer possible censure or other penalty or liability, then the receiving party may disclose such Information without liability to the other party hereunder. 8.0 Ownership; Return of Information No license to a party, under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is either granted or implied by the conveying of Information to such party. All Information (including tangible copies and computerized or electronic versions thereof), shall remain the property of the furnishing party. Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's possession have been delivered to the furnishing party or destroyed. That portion of the Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives shall be held by the receiving party and kept confidential as provided above, or shall be destroyed. 9.0 Remedies for Breach Each party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the other party shall be entitled 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. 10.0 No Representations or Further Obligations Neither this Agreement nor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the disclosure or receipt of Information shall constitute or imply any promise or intention to make any purchase of products or services by either party or any commitment by either party with respect to the present or future marketing of any product or service. None of the Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and in particular, with respect to the accuracy or completeness of any Information or the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons or of either party. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other transaction. 11.0 Term; Termination Either party may terminate the exchange of Information under this Agreement at any time by written notice to the other specifically referencing this Agreement. In any event, however, the obligations of each party to maintain the confidentiality of the Information it has received under this Agreement shall continue for the later to occur of (i) a period of three (3) years after such termination, or (ii) if this Agreement is incorporated by reference into another agreement between the parties, the term, including extensions, of that agreement, plus three (3) years. 12.0 No Waiver No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13.0 Amendment This Agreement may not be modified, supplemented, or amended orally, but only by a writing signed by both parties hereto. 14.0 Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its choice of law provisions. IN WITNESS WHEREOF, the parties have executed and delivered this Non-Disclosure Agreement effective as of the date of execution by the last party to execute this Agreement, as set forth below. CVS Pharmacy, Inc. Vendor Corp Name By: By: Name: Name: Title: Title: Date: Date:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he 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 r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>elating 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 employees, 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 that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party, provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its commercially reasonable efforts to cure any such breach. 14.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought. 14.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at Law or in equity. 14.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any Person other than Evolent and ABCO. 14.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement. 14.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties. 14.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement. 14.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows. If to Evolent: Evolent, Inc. 800 N. Glebe Road, Suite 500 Arlington, VA 22203 Attention: President Morgan Lewis & Bockius, LLP 225 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement WHEREAS, in order to receive sensitive information, the City shall disclose to (the “Recipient”), certain Confidential Material of the City for the sole purpose of responding to Request for Proposal No. PS20131165 – Preliminary Design of the Georgia Ramp and Steps (the “Purpose”) and on the terms and subject to the conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual premises and covenants herein, the receipt and sufficiency of which is hereby acknowledged, the City and the Recipient hereby agree as follows: 1.0 Definitions 1.1 “Affiliate” means an affiliate as defined in the Business Corporations Act (British Columbia), as may be amended. 1.2 “Agreement” means this Non-Disclosure Agreement. 1.3 “City” means the City of Vancouver, a municipal corporation continued pursuant to the Vancouver Charter, and includes, but is not limited to, the Vancouver Police Board, the City’s Board of Parks and R<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ecreation, the Vancouver Fire and Rescue Service, and the Vancouver Library Board; 1.4 “Recipient’s Team” means any person who is a member of the Recipient’s team, whether such member is an employee, sub-contractor or agent of the Recipient, or any employee or agent of such person. 1.5 “Confidential Material” means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material. 2.0 Title 2.1 All right, title and interest in and to Confidential Material will be and remain vested in the City. Nothing in this Agreement obliges the City to disclose Confidential Material to the Recipient or grants the Recipient any license or right <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (On Rs.200/- non-judicial stamp paper) This Agreement is made on day of 2018 BETWEEN , a company incorporated under the Companies Act, 1956 and registered as a Securitisation company and asset reconstruction company pursuant to Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 having its registered office / Head Office at through duly authorized representative (hereinafter referred to as "Offerer" which expression unless repugnant to the context or meaning there of be deemed to mean and include its successors, Agents and assigns) on the ONEPART; AND Canara Bank, a Body Corporate constituted under the Banking Companies [Acquisition and Transfer of Undertakings] Act, 1970, having its Head Office at No.112, J.C. Road, Bangalore 560 002 represented by Deputy General Manager, Recovery Legal & Fraud Prevention Wing, Canara Bank, HO, 113, J.C. Road, Bangalore 560 002 (hereinafter referred to as "CANARA BANK", which expression shall unless repugnant to the context or meaning there of be deemed to mean and include its successors and assigns) on the OTHER PART; Offerer and Canara Bank are hereinafter collectively referred to as “the Parties” and individually as the “the Party”. WHEREAS Canara Bank proposes to sell a few of its Non-performing Assets (NPAs) and invited Expression of Interest from Asset Reconstruction Companies who are permitted by RBI to purchase the NPAs. The Offerer is intends to purchase the NPAs from Canara Bank by submitting Expression of Interest (EOI).The Offerer is aware that it is a precondition to execute this Non-Disclosure Agreement (NDA) duly expressing their interest for purchase of such assets for getting the Preliminary Information Memorandum (PIM) and participating in the bid after making due diligence. In the course of the said transaction, it is anticipated that either party may hav<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e to disclose or deliver to other party certain of some of its trade secretes or confidential or proprietary or other information. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, the Offerer and Canara Bank agree as follows: 1. “Confidential Information” means and includes all data, documents and information disclosed or to be disclosed by either Party to other Party and its Representatives (as defined herein) (including information transmitted in written, electronic, magnetic or other form and also information transmitted orally or visually) and any and all information which may be developed or created, in whole or in part, directly or indirectly, from such information including all notes, summaries, analyses, compilations and other writings. “Receiving Party” means party who receives Confidential Information. “Disclosing Party” means party who discloses Confidential Information. 2. Notwithstanding any other provisions of this Agreement, each party acknowledges that confidential information shall not include any information which: Is or becomes known to public through no wrongful act; or Is already known to receiving Party from the third party without breach of this agreement; or Is rightfully received by Receiving Party without breach of this Agreement; or Is independently developed by Receiving Party without breach of this Agreement; or Is required to be disclosed b Receiving Party in compliance of orders of competent Court or, any appropriately empowered Government Agency or under any statute. Is explicitely approved / permitted by disclosure by written authority of the disclosing party. 3. Receiving Party acknowledges that Confidential Information is valuable, proprietary and confidential. Unless otherwise expressly authorized by Disclosing Party, Receiving Party agrees to retain the Confidential Information in confidence for a period as stipulated in Clause 7 herein, and shall not disclose the Confidential Information to any third party or any employee or agent (except its officers, employees, representatives, advisors or agents who have a need to know) and shall not use the Confidential Information for any purpose other than for the purposes agree to herein. No license expressed or implied in the Confidential Information is granted to either party other than to use the information in the minor and to the extent authorised by this Agreement. 4. Receiving Party agrees, except to the extent pursuant to, or required by law, regulation, legal process or regulatory authority to disclose any Confidential Information (prior intimation be provided to Disclosing Party to enable it to take recourse of legal remedies viz, injunctions, stay etc.), Receiving Party shall not (i) use any portion of the Confidential Information for any purpose not contemplated by this Agreement; or (ii) disclose the Confidential Information or any part of it to any third party. 5. Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to Receiving Party, the Disclosing Party shall retain title and all intellectual property and proprietary rights in the Confidential Information. No license under any trade mark, patents or copy right, or application for same which are now or thereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trade mark, trade mark notice, copy right notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other ma<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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)(3) NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a Delaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties” and individually as a “Party”). In order to facilitate the consideration and negotiation of a possible negotiated transaction involving Buyer’s acquisition of all of the equity interests in Seller (a “Transaction”), each Party has either requested or may request access to certain non-public information regarding the other Party and the other Party’s subsidiaries. (Each Party, in its capacity as a provider of information, is referred to in this Agreement as the “Provider”; and each Party, in its capacity as a recipient of information, is referred to in this Agreement as the “Recipient”.) This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such information and regarding various related matters. The Parties, intending to be legally bound, acknowledge and agree as follows: 1. Limitations on Use and Disclosure of Confidential Information. Neither the Recipient nor any of the Recipient’s Representatives (as defined in Section 13 below) will, at any time, directly or indirectly: (a) make use of any of the Provider’s Confidential Information (as defined in Section 12 below), except for the specific purpose of considering, evaluating and negotiating a Transaction between the Parties; or (b) subject to Section 4 below, disclose any of the Provider’s Confidential Information to any other Person (as defined in Section 13 below). The Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives and for any other action or conduct on the part of any of its Representatives that is inconsistent with any provision of this Agreement. The Recipient will (at its own expense) take all reasonable actions necessary to restrain its Representatives from making any unauthorized use or disclosure of any of the Provider’s Confidential Information. 2. Provider Contact Person. Any request by the Recipient or any of its Representatives to review any of the Provider’s Confidential Information must be directed to the individual(s) identified opposite the name of the Provider on EXHIBIT A (the “Provider Contact Person”). Neither the Recipient nor any of the Recipient’s Representatives will contact or otherwise communicate with any other Representative of the Provider in connection with a Transaction without the prior written authorization of the Provider Contact Person. 3. No Representations by Provider. Neither the Provider nor any of the Provider’s Representatives will be under any obligation to make any particular Confidential Information of the Provider available to the Recipient or any of the Recipient’s Representatives or to supplement or update any Confidential Information of the Provider previously furnished. Neither the Provider nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any of the Provider’s Confidential Information, and neither the Provider nor any of its Representatives will have any liability to the Recipient or to any of the Recipient’s Representatives on any basis (including, without limitation, in contract, tort or under United States federal or state securities laws or otherwise) relating to or resulting from the use of any of the Provider’s Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties that are included in any final definitive written agreement that provides f<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or the consummation of a Transaction between the Parties (a “Definitive Agreement”) will have legal effect. 4. Permitted Disclosures. (a) Notwithstanding the limitations set forth in Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a Transaction between the Parties, and (B) has been provided with a copy of this Agreement and has agreed to abide and be bound by the provisions hereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to Section 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by valid legal process or stock exchange rule. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient (such notice, a “Permitted Representatives Notice”), then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient (any such other Representative, an “Impermissible Representative”). For clarity, if the Recipient disclosed, or permitted the disclosure of, any such certain Confidential Information to an Impermissible Representative prior to the Recipient’s receipt of the Permitted Representatives Notice, such disclosure shall not be deemed a breach of this Agreement. (c) If the Recipient or any of the Recipient’s Representatives is required by law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Conf<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>termined hereunder as Confidential Information. 2. The Receiving Party undertakes to use Confidential Information only in direct connection with the Transaction. 3. The Receiving Party undertakes not to disclose Confidential Information to other persons, except the employees of the Receiving Party listed in Annex 1 to this Agreement that need to possess such information in order to achieve the purposes specified in Section 2 of this Agreement and who have signed confidentiality agreements or are otherwise obliged to maintain confidentiality in relation to the Confidential Information to the extent specified in this Agreement. The Receiving Party undertakes to keep Confidential Information separate from other information that belongs to the Receiving Party and/or third parties. The Receiving Party undertakes to take all possible measures that are necessary to prevent and avoid disclosure and/or loss of any Confidential Information. In any case, such measures should comply with the measures that the Receiving Party would take for proper handling and protection of its own confidential information, and thus it must be the safety level that is not less than may reasonably be necessary. In the case of unauthorised disclosure and/or loss of Confidential Information, the Receiving Party must immediately inform the Receiving Party. 4. The Parties agree and acknowle<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dge that the information defined hereunder as Confidential Information is a commercial secret of the Disclosing Party, as it has commercial value in view of it being unknown and not publicly accessible. 5. The obligations of the Receiving Party with respect to the preservation and nondisclosure of the Confidential Information under this Agreement shall remain in full force and effect without being limited in time, except for cases when the Disclosing Party provides its written consent as to any reduction of said term. 6. This Agreement shall enter into effect upon its execution and shall remain effective for three (3) years, except for the obligations of the Receiving Party as to preservation and nondisclosure of the Confidential Information set forth in Section 5 hereof above which remain in force after termination (or expiration) of this Agreement. 7. No rights or obligations other than those expressly provided for in this Agreement shall be implied under this Agreement. Nothing contained herein shall in any way affect the present and/or future rights of the Parties under the law on intellectual property rights of any country, or be construed to grant to the Receiving Party a license (permit) for usage of any present or future object of intellectual property related to the Confidential information of the Disclosing Party. 8. This Agreement shall be binding for both Parties. This Agreement is executed in favor of the Parties and their respective successors. Neither Party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement to other persons except with <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cesses 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 Information") is the proprietary and/or confidential information of such respective third party and is to be treated by Company as if such Third Party Confidential Information were Company's Confidential Information. (p) Territory. The term "Territory" means the world. (q) Trade Secrets. The term "Trade Secrets" means the whole or any portion or phase of any data or information developed, owned, or licensed from a third party by the Company, including any formula, pattern, compilation, program, device, method, technique, improvement, or process that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons wh<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets shall not include any data or information (i) that has been voluntarily disclosed to the public by Company or has become generally known to the public (except when such public disclosure has been made by or through Master Distributor, or by a third person or entity with the knowledge of Master Distributor, without authorization from Company); (ii) that has been independently developed and disclosed by parties other than Master Distributor or Company, the public generally or to Master Distributor without a breach of obligation of confidentiality by any such parties running directly or indirectly to Company; or (iii) that otherwise enters the public domain through lawful means. 2. Term. The term of this Agreement shall commence on the 1st day of January, 1996, and shall end on the termination of the Master Distribution Agreement, except where a different date of termination or survival is herein specified. 3. Exclusive-Ownership by Company. Master Distributor agrees and acknowledges that all Proprietary Information, Intellectual Property, Trade Secrets and Confidential Information, and any and all embodiments thereof (herein, the "Property"), is and shall remain at all times the exclusive property of and owned by the Company, and that Master Distributor's performance of its duties and obligations and its use or awareness of the Property during the term of this Agreement or the Master Distributorship 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|> with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during no<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>er than as a result of a disclosure by Participant or its Representatives, or (ii) was or becomes available to Participant or its Representatives on a nonconfidential basis from a source other than Originator or its Representatives or Target or its representatives (provided that such source is not known by participant to be bound by a confidentiality obligation or fiduciary obligation prohibiting or otherwise restricting the disclosure of such information) or (iii) is required by law, legal process or any applicable government agency or court or other tribunal of competent jurisdiction to be disclosed. (e) The foregoing restrictions shall not apply to disclosures by Participant to its Representatives to whom disclosure is required in order to permit Participant to evaluate its participation in a possible Transaction and to whom disclosure is made for the purposes of such evaluation; provided that prior to making any such disclosure, Participant shall apprise its Representatives of the confidential nature of such matters and the obligations of Participant hereunder. Participant shall in any event be liable to Originator for any actions by such persons which would constitute a breach of this Agreement if taken by Participant. (f) In the event that Participant or any Representative of Participant is requested or becomes legally compelled (by oral questions, interrogatories; requests for information or documents, subpoena, civil investigative demands or similar process) to disclose any of the Evaluation Material or take any other action prohibited by this Agreement, Participant shal<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l, to the extent practicable, provide Originator with prompt written notice thereof (in reasonable detail) so that Originator may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Participant shall furnish only that portion of the Evaluation Material or take only such action as is legally required by law or binding order. 3. In the event that a Transaction is not consummated and upon originator's written request, or otherwise upon Originator's written request, all Evaluation Material supplied by Originator, Target or 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, reorgan<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 undersigned will fully cooperate in the TJPA’s efforts in this regard. The Designated Individual, the Contractor, and its respective counsel will use their best efforts to obtain confidential treatment thereof by cooperating with the TJPA to obtain a protective order. In the absence of a protective order, disclosure shall be made of only that part of the Confidential Information, SSI, or PCII as is required to be disclosed, after advisement and consultation with the TJPA. If Confidential Information, SSI, or PCII is inappropriately disclosed, the undersigned will immediately report that fact and the circumstances to the TJPA. 6. Retention Limitations; Return Of Information. Upon the earlier occurrence of: (1) the TJPA’s written request; (2) ten (10) business days after Final Completion of the Project (or for non-successful Bidders, within ten (10) business days after the award of the Trade Work subcontract); (3) upon the conclusion of the Designated Individual’s duties, association, or support to the Contractor in connection with the Project; or (4) upon the determination that the Designated Individual’s official duties do not require further access to Confidential Information, SSI, or PCII, any and all documents containing Confidential Information, SSI, or PCII in the possession of the Designated Individual shall be promptly destroyed, or, if requested by the TJPA, returned to the TJPA. Upon returning or destroying the aforementioned documents, the Designated Individual shall sign the Affidavit of Return or Destruction in the form set forth in Section 01 35 70/AT2. The Designated Individual understands and acknowledges that for documents returned to the TJPA, it is within the TJPA’s sole discretion to determine whether to destroy or maintain any returned documents. Notwithstanding the foregoing, if required by law, the Designated Individual may retain documents containing Confidential Information, SSI, or PCII only if: (1) the TJPA is notified in writing of such retention; and (2) the Designated Individual continues to abide by the requirements of this Agreement with respect to protection of Confidential Information, SSI, or PCII. 7. Violations And Remedies. Unauthorized Disclosure: If a Contractor or any Designated Individual knows or has a reasonable belief that documents subject to the Specification have been or may be disclosed to an unauthorized person(s), the Contractor and/or Designated Individual shall immediately notify the TJPA. The TJPA shall make the final determination as to whether a violation of the Specification occurred and the course of action to address the violation. Remedies: Any Contractor or Designated Individual that violates the Specification with respect to Confidential Information, SSI and/or PCII shall, at the TJPA’s election, be subject to any of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the following: (1) written reprimand of the Contractor and/or Designated Individual; (2) termination of the Contractor or Designated Individual’s access to Confidential Information, SSI, or PCII; (3) directive to the Contractor to immediately suspended the Designated Individual from performing any further work relating to the Project; (4) if a contract has been awarded, treatment of the unauthorized disclosure of Confidential Information, SSI, or PCII as a material breach of the contract, warranting the termination of the contract for cause; (5) commencement of legal proceedings for any other legal rights and remedies, including injunctive relief and monetary damages arising from the breach of contract; (6) reporting of any violation related to SSI or PCII to the Department of Homeland Security, the Transportation Security Administration, or the Department of Transportation (these agencies may also independently assess penalties and/or take corrective action as provided under Federal law, including 49 C.F.R. §§ 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/or PCII disclosed to unauthorized persons at Contractor’s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by the TJPA, the prevailing party in such legal action shall be entitled to reasonable attorney’s fees and costs. Furthermore, Contractor agrees to indemnify the TJPA for any expenses or damages (including attorney’s fees or costs) incurred by the TJPA arising out of or relating to the Contractor and/or Designated Individual’s unauthorized disclosure of Confidential Information, SSI, and/or PCII. 8. Duration And Survival Of Confidentiality Obligations. The obligations under this Agreement shall be perpetual (unless otherwise provided for herein) or until such time as the information is no longer considered Confidential Information, SSI, or PCII and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA. 9. Severability. Each provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement. 11. Modification. This Agreement may not be changed, modified, discharged, or 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|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement is entered into this 10th day of April, 2000, between INFe.com, Inc. ("INFE"), and ClubComputer, Inc., ("RECIPIENT"), having offices at: 2771 Rockfish Valley Highway, Nellysford, VA 22958. WHEREAS, the disclosure by the parties of certain proprietary and trade secret information is necessary for the purchase of assets by INFE from RECIPIENT; and WHEREAS, the parties desire to protect and maintain the confidentiality of their respective trade secrets and/or other proprietary information (hereafter collectively referred to as "Proprietary Information") and to control and restrict its dissemination to prevent disclosure to unauthorized parties; and NOW THEREFORE, INFE and RECIPIENT agree to the following: 1. INFE will disclose to RECIPIENT such portions of its Proprietary Information solely to enable RECIPIENT to determine the desirability of selling its assets to INFE; and RECIPIENT shall not disseminate any portions of the Proprietary Information to any third party individual or entity. 2. As used in this Agreement, the phrase Proprietary Information shall include, but not be limited to the following: (a) information relating to trade secrets, appropriate licenses with certain third parties, data, designs, samples, drawings, relationships, documentation, machinery, prototypes, processes, methods, concepts, facilities, research, development, patent applications, and other Proprietary Information relating to the development, testing, manufacture, or applic<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ation of any such devices or systems (including but not limited to system concepts, architectures, source documents and programming documents); and (b) all marketing or financial plans, projections, resources, contracts, studies, and general information relating to the specific business opportunity contemplated herein, whether obtained verbally or in writing, or through observation. All information, tangible or intangible, whether obtained verbally or in writing, is to be considered Proprietary Information. 4. No Proprietary Information shall be disclosed to any third party whatsoever by RECIPIENT without the prior written approval of INFE and all such information shall be protected with at least the same diligence, care, and precaution that Recipient uses to protect its own Proprietary Information. 5. The undertakings and obligations of RECIPIENT under this Agreement shall not apply to any information which: (a) is disclosed in a printed publication available to the general public, is described by or in a patent anywhere in the world, or is otherwise in the public domain at the time of disclosure other than through the wrongful act or omission of the receiving party; (b) is generally disclosed to third parties by the disclosing party without restriction on such third parties; (c) is approved for release by prior, express, written authorization from the disclosing party. 8. With respect to each item of Proprietary Information disclosed, this obligation of the parties under this Agreement shall expire three (3) years from the date of each such disclosure or the maximum period permitted by law if such period is less than three (3) years. <PAGE> Ex-2; Pg. 14 9. No modification, alteration, or addition to this Agreement shall be binding unless mutually agreed to in writing by both parties. 10. This Agreement shall be construed, interpreted, and enforced according to the laws of the Commonwealth of Virginia and the parties hereto consent to jurisdiction therein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. INFe.com, Inc. RECIPIENT: ClubComputer.com, Inc. By: By: Name: Thomas M. Richfield Name: Dennis Tracz Its: President and CEO Its: President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rmation 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 terms of this Agreement and the laws, regulations, and/or directives applicable to the specifi c categories of information to which I am granted access. I understand that the United States Government may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement. 4. I will not disclose or release any information provided to me pursuant to this Agreement without proper authority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in accordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority. 5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession. (2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager’s designee. I agree that if I use information <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplace<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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 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 dissemination of such Confidential Information, but not less than that degree of care and discretion used by the Receiving Party in safeguarding its own similar information or material that it does not w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ish to disclose, publish or disseminate; and (e) use all Confidential Information received by it for the purposes described in subsection (a) of this Section 2 and for no other purpose whatsoever. 3. DESTRUCTION OF CONFIDENTIAL INFORMATION UPON REQUEST. Upon the request of the Disclosing Party, the Receiving Party shall (i) destroy all memoranda, notes, records, drawings, manuals, other documents or materials and any other manifestation (and all copies thereof) pertaining to or arising from the Confidential Information in any form or medium (whether written, typewritten, recorded, electronic or otherwise) and (ii) at the option of the Receiving Party, either return to the Disclosing Party or destroy the Confidential Information supplied by the Disclosing Party or its Representatives. Upon the return and/or destruction of such materials, the Receiving Party agrees to certify, in writing, that all of the foregoing materials have been destroyed or surrendered to the Disclosing Party. 4. EXCEPTIONS TO CONFIDENTIALITY. The obligation of confidentiality and restriction on use in Section 2 hereof shall not apply to any Confidential Information that the Receiving Party proves: (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain other than as a result of disclosure by the Receiving Party; (b) was received by the Receiving Party from a third party free of any obligation of confidence of the Receiving Party to such third party; provided that such third party is not known by the Receiving Party, after reasonable diligence, to be bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party; (c) was already in the possession of or known to the Receiving Party, without obligation of confidentiality, prior to receipt thereof, directly or indirectly, from the Disclosing Party; (d) is requested to be disclosed in a judicial or administrative law, regulation or proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted, including, but not limited to, giving the Disclosing Party reasonable advan<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> laws of the State of California applicable to agreements made and to be performed within. (13) “You” used alone shall mean Silver Lake Management Company, L.L.C. and its officers, employees and Affiliates. (14) An “Affiliate” of, or person “affiliated” with, a specified person shall mean a person that directly, or indirectly through one or more intermedia<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ries, controls or is controlled by, or is under common control with, the person specified and has received the Confidential Evaluation Material from such specified person. Please confirm your agreement with the foregoing by signing and returning to the undersigned a copy of this letter. SERENA Software, Inc. By /S/ MARK WOODWARD Name: Mark Woodward Title: CEO Accepted and Agreed as of the date first written above: Silver Lake Management Company, L.L.C. By /S/ KENNETH HAO Name: Kenneth Hao Title: Managing Director<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ple code provided with the Product and to reproduce and distribute such modifications in object code form for use on The Microsoft Network to MSN users provided you identify such Application as "BETA" and that you comply with Section 2(c), below. (c) if you redistribute your Application as allowed under this Agreement, you must: (1) distribute the Product only in conjunction with and as part of your Application which is designed, developed and tested to operate on MSN; (2) not make any statements to the effect or which imply that your Application is "certified" by MS or that its performance is guaranteed by MS; (3) not use MS' name, logo, or trademarks to market your Application; and (4) agree to indemnify, hold harmless, and defend MS and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from your distribution of the Application. (d) The Product shall not be used, modified, reproduced except as provided above and you agree to destroy or erase the copy of the Product upon MS' release of the Product in final form. 3. TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by MS in writing at any time, with or without cause. This Agreement will terminate without notice upon the commercial release of the Product. Upon the termination of this Agreement, Recipient shall promptly return to MS. or certify destruction of, all full or partial copies of the Product and related materials provided by MS. Section 6 shall survive termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product. 4. COST OF TESTING. There is no charge to Recipient for testing of the Product. MS shall bear all transportation expenses relating to the shipment of the Product to Recipient's place of business and Recipient will pay any return transportation expenses. 5. PRODUCT MAINTENANCE. MS is not obligated to provide maintenance or updates to Recipient for the Product. However, any maintenance or updates provided by MS shall be covered by this Agreement. 6. CONFIDENTIALITY. The Product and related information is proprietary and confidential information to MS and its suppliers. Recipient agrees not to disclose or provide the Product, documentation, or any related information (including the Product features or the results of use or testing) to any third party or use the Product for any purpose other than as provided in this Agreement. However, Recipient may disclose confidential information in accordance with judicial or other governmental order, provided Recipient shall give MS reasonable written notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Further, Recipient shall not be obligated to maintain the confidentiality of information which Recipient can prove (1) is already known to Recipient without an obligation to maintain the same as confidential; (2) becomes publicly known through no wrongful act of Recipient; (3) is rightfully received from a third party without breach of an obligation of confidentiality owed to MS; or (4) is independently developed by Recipient. This provision shall survive the termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product. 7. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The Product constitutes pre-release code and may be changed substantially before commercial release. The PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF MICROSOFT HAS <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>twithstanding anything to the contrary contained herein, without the prior written consent of the Company, you agree that neither you, your Affiliates, nor any of your or the Representatives will disclose any Evaluation Material to any actual or potential sources of financing (debt, equity or otherwise), other than (a) bona fide third party institutional lenders who are or may be engaged to provide debt financing to you or your Affiliates or (b) Permitted Co-bidders. 5. Return or Destruction of Evaluation Material. If you decide that you do not wish to proceed with a possible Transaction, you will promptly inform the Company of this decision. In that case, or at any time upon the written request of the Company for any reason, you will, and will cause your Affiliates and the Representatives to, within ten (10) days after the request, destroy or return all Evaluation Material and no copy, extract, or other reproductions thereof (including electronic copies) shall be retained. No such termination will affect your obligations hereunder or those of the Representatives. If requested by the Company, you will, and will cause the Representatives to, provide written certification to the Company that all such material (including electronic copies) has been returned or destroyed in compliance with this Confidentiality Agreement. Notwithstanding the return or destruction of the Evaluation Material, you and the Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder. 6. No Solicitation. For a period of one (1) year following the date of this Confidentiality Agreement, you will not, directly or indirectly, solicit for employment any officer, director, or employee of the Company or any of its subsidiaries or divisions in an executive or management level position or who is otherwise considered by the Company (in its sole discretion) to be a key employee, in each case, with whom you have had contact or became known to you in connection with your considerations of a Transaction, except that you shall<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> not be deemed to be in violation of this provision as a result of any such employee who: (i) initiates discussions regarding such employment without any direct or indirect solicitation by you or (ii) responds to any public advertisement or search firm communications that are not directed specifically to any of the Persons described herein. 7. Maintaining Privileges. If any Evaluation Material (including Evaluation Material related to pending or threatened litigation) includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of each party to this Confidentiality Agreement that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Confidentiality Agreement, and under the joint defense doctrine. 8. Not a Transaction Agreement. You understand and agree that no contract or agreement providing for a Transaction shall be deemed to exist between you and the Company unless and until you and the Company execute and deliver a final definitive agreement relating to a Transaction (a “Transaction Agreement”), and you hereby waive, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Transaction unless and until you and the Company shall have executed and delivered a Transaction Agreement. You also agree that, unless and until you and the Company shall have executed and delivered a Transaction Agreement, neither you nor the Company will be under any legal obligation of any kind whatsoever with respect to such Transaction by virtue of this Confidentiality Agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any proposals made by you, your Affiliates or any of the Representatives with regard to a Transaction, and to terminate discussion and negotiations with you at any time and for any reason or no reason. You understand that the Company shall be free to establish and change any process or procedure with respect to any possible Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a final definitive agreement relating to a Transaction with any other party without prior notice to you or any other Person). 9. No Representations or Warranties; No Obligation to Disclose. You understand and acknowledge that the Company and its Affiliates and representatives have made and make no representation hereunder, express or implied, as to the<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>TTP Non-Disclosure Agreement 1. Purpose. Technology Transfer Partners (“TTP”) is a group of Micro Focus network administrators and network architects working in school, college, university or government settings. This group meets and shares ideas and experiences, and recommendations about network environments. The purpose of this Non-Disclosure Agreement (“Agreement”) is to protect Confidential Information shared by the parties or by other members of the TTP group in the TTP mailing list or TTP meetings. Micro Focus Software Inc. ("Micro Focus") and the "Individual" identified below agree to the following provisions. The terms “Discloser” and “Recipient” as used herein apply to both parties to this Agreement in their respective roles as discloser of Confidential Information and recipient of Confidential Information. 2. Confidential Information. Information that shall be considered "Confidential Information" shall be (i) any Information disclosed by Micro Focus, Individual, or another TTP member on the TTP mailing list or during a TTP meeting that contains information regarding the Discloser’s network or business environment or experiences, or information regarding the business plans or personnel or finances of the Discloser, (ii) any information Discloser can show should be reasonably understood to be proprietary to Discloser, and (iii) information marked in writing as "confidential." Confidential Information does not include information that (1) is already in Recipient’s possession without obligation of confidence; or (2) Recipient independently develops; or (3) is or becomes publicly available without breach of the Agreement; or (4) Recipient rightfully receives from a third party without obligation of confidence; or (5) Discloser releases for disclosure by giving written consent; or (6) is required to be disclosed by court or regulatory rule or order. 3. Permissible Use. Recipient may use and disclose the Confidential Information among its internal information technology and management staff for its own internal business purposes. Either party may also disclose on the TTP mailing list Confidential Information previously received on the TTP mailing list or during TTP meetings. Micro Focus m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ay post for use of the TTP program a list of the organizations and individuals that have signed a Micro Focus TTP Non-disclosure Agreement. 4. Obligation of Confidentiality. For a period of 3 years from the date of disclosure, Recipient agrees to use the same care and discretion as it uses with its own confidential information to avoid, except as expressly permitted in this Agreement, disclosure or publication of Discloser’s Confidential Information. At a minimum shall Recipient use reasonable care to protect Confidential Information. 5. Ownership. All Confidential Information remains the property of the Discloser and/or its licensors. 6. Freedom of Use. Recipient shall be free to use for any purposes Residuals resulting from access to or work with Discloser’s Confidential Information. However, the foregoing does not give Recipient the right to disclose the financial, statistical, or personnel information or the business plans of Discloser, and shall not be deemed to grant to either party a license under the other party’s copyrights or patents. The term "Residuals" means information which may be retained in non-tangible form by persons who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel. Except as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement. 7. Termination. This Agreement shall begin on the date it is executed and shall extend until that date which is six (6) months after the date on which Individual ceases to be a participant in TTP. Either party may terminate this Agreement for its convenience upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser’s request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. Upon Agreement termination, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms. 8. Disclaimer. All Confidential Information is provided AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the 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|>(a) The Receiving Party is considering a possible business combination transaction (whether negotiated directly with the Company’s Board of Directors or otherwise) with respect to the Company (the “Transaction”), and, in order to assist the Receiving Party in evaluating the possible Transaction, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the “Confidential Information”). (b) The term “Confidential Information” shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic initiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party’s Representatives, the Company or any Company Representatives (as defined belo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>w) or that otherwise reflect any conversations with Company Representatives involving or relating to 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|>, its Representatives will not disclose to any other person the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) provided, that a party may make such disclosure if in the written opinion of a party's outside legal counsel, such disclosure is necessary to avoid committing a violation of law. In such event, such party shall use its best efforts to give advance notice to the other party. 5. Required Disclosure. In the event that a party or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material or the fact that such Evaluation Material has been made available to such party or that discussions are taking place concerning a possible Transaction or any of the terms or conditions or other facts related thereto, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosures or any of its Representatives are nonetheless, in the opinion of counsel (which counsel shall be independent legal counsel selected by counsel to the party requested or required to make disclosure and reasonably acceptable to counsel to the other party if such disclosure is requested or required in connection with a matter in which the parties hereto are adverse or relates to information that is reasonably likely to be utilized in or relevant to a matter in which the parties hereto have or may reasonably be expected to have adverse interests), legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal. 6. Termination of Negotiations. If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination of negotiations. In that case, or at any time upon the request of either Disclosing Party for any reason, each Receiving Party will promptly deliver to the Disclosing Party or destroy all written Evaluation Material (and all copies thereof and extracts therefrom) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party pursuant hereto and such destruction shall be certified in writing by an authorized office<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>formation. The term “Confidential Information” shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives, (ii) was within Recipient’s possession prior to its being furnished to it by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party with respect to such information, (iii) is independently developed by the Recipient or (iv) becomes available to Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information. (2) Use of Confidential Information. Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a Possible Transaction and for no other purpose. Recipient agrees that the Confidential Information will be kept confidential and that Recipient and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) it may make any disclosure of the Confidential Information to which the Disclosing Party gives its prior written consent, and (ii) any of the Confidential Information may be disclosed to Recipient’s Representatives who need to know such information for the sole purpose of evaluating a Possible Transaction, who are bound by confidentiality obligations to Recipient or agree to keep such Confidential Information confidential to the same extent as Recipient. In any event, Recipient agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Infor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mation, to accept responsibility for any breach of this Agreement by any of its Representatives, and at its sole expense to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or uses of the Confidential Information. The Disclosing Party understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to Disclosing Party’s information. Accordingly, this Agreement will not be construed as an obligation or representation that Recipient will not develop products or systems, or have products or systems developed for it, that compete with the products or systems contemplated by Disclosing Party’s information. In addition, the Disclosing Party agrees that Recipient does not intend to, and will not be obligated to, restrict or segregate the work assignments of personnel who may have been exposed to Disclosing Party’s information. (3) Non-Disclosure. In addition, both parties agree that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person the fact that the Confidential Information has been made available to it, that discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect thereto (whether written or oral), including the status thereof (collectively, the “Discussion Information”); provided, however that a party may make such disclosure if, and solely to the extent that, the other party has already done so or such party has received the written opinion of its outside counsel that such disclosure must be ma<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>O to access the identical material. Any notes made by Recipient containing Classified Information shall be marked and designated in accordance with Sections I, II, and/or III above, and Recipient shall protect the Classified Information in accordance with that designation. 3. The Recipient shall exercise reasonable care to maintain the confidentiality and secrecy of the Classified Information, and shall not divulge Classified Information to any third party without the prior written consent of the VELCO. The foregoing notwithstanding, the Recipient may disclose classified information to its employees or contractors (hereafter Representatives) to the extent each such Representative has a need to know such information to conduct the work referenced in the Whereas clauses, and shall comply with Recipient’s obligations under this Agreement. The Recipient is responsible for its Representative’s breach of the terms of this Agreement. 4. Recipient and each of its Representatives shall use all Classified Information disclosed by VELCO solely in connection with the work referenced in the Whereas clauses and shall not use, directly or indirectly, any information for any other purpose without VELCO’s prior written consent. A Recipient will not use or allow a Representative to use Classified Information directly or indirectly for any illegal purpose, non-legitimate purpose, or any purpose other than the work referenced in the Whereas clause. 5. In the event that the Recipient is required to disclose Classified Information by subpoena, law or other directive of a court, administrative agency, or arbitration panel, the Recipient will provide VELCO with immediate notice of such request in order to enable VELCO (and Recipient shall cooperate fully with VELCO) to seek an appropriate protective order or other remedy. Recipient shall also consult with VELCO to identify steps available to quash or narrow the scope of such request or legal process. VELCO may in its sole discretion waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or VELCO waives compliance, the Recipient shall furnish only that portion of the Classified Information which the Recipient/’s counsel advises is legally required to comply with a governmental order or directive and shall exercise best efforts to obtain assurance that confidential treatment will be accorded such Classified Information. 6. In the event that VELCO, in its sole discretion, so requests, the Recipient will promptly return to VELCO or destroy in accordance with VELCO’s instructions, all Classified Information, including all copies, reproductions, compilations, analyses or extracts thereof, whether electronic or paper media. <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>7. Change in Status. If there is a change in status of the Recipient to his/her employer, he/she must inform VELCO immediately in writing at the address given above (Attention: Information Protection Coordinator) and follow VELCO’s instructions with respect to disposition of the Classified Information. 8. CEII and BCSI “on Loan”. CEII and BCSI information provided pursuant to this Agreement is “on loan.” If the Recipient is an employee of a federal or state agency, he/she must note that the Classified Information is not the property of the agency, and is not subject to Freedom of Information Act, Vermont’s Public Records Act , or similar statutes. In addition, if the Recipient is an employee of the State of Vermont, he/she must note that the information qualifies under federal law for restricted and limited use/distribution, and may be disclosed only to specifically designated persons, and in both cases, with prior VELCO approval. 9. No Warranty. The Classified Information is provided “as is” with all faults. In no event shall VELCO be liable for the accuracy or completeness of the Classified Information. VELCO shall not have liability to the Recipient, or any other person or entity, for the Recipient’s use of any Classified Information disclosed pursuant to this Agreement. 10. Equitable Relief; Audit. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Recipient agrees that any breach of this Agreement would cause VELCO substantial and irreparable harm and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, VELCO shall have the right to specific performance and other injunctive and equitable relief, it being acknowledged that legal remedies are inadequate. VELCO may audit the Recipient’s compliance with this Agreement. 11. Survival. The Recipient/ remains bound by these provisions unless VELCO rescinds the Classified Information designation. 12. No Waiver. The Recipient understands and agrees that no failure or delay by VELCO in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont without regard to its conflicts of laws principles. 14. Assignment Prohibited. Any assignment of the Recipient’s rights, obligations or duties under this Agreement without VELCO’s prior written consent shall be void. 15. Entire Agreement. This Agreement contains the entire agreement between the parties concerning the protection of Classified Information and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon the parties, unless approved in writing by each of them. 16. Severability. If any provision or provisions 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 thereby. IN WITNESS WHEREOF, the parties have executed this Agreement as of the <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> expiration or termination with respect to Confidential Information disclosed under this Agreement prior to the date of such expiration or termination. (b) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, IN CONTRACT, IN TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND RELATING TO OR IN CONNECTION WITH SUCH PARTY’S PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. (c) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Illinois without regard to principles of conflicts of law. (d) HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVE ALL RIGHTS TO TRIAL BY JURY AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE. (e) Neither party shall export, directly or indirectly, any Confidential Infor-mation received under this Agreement or any product that utilizes such Confidential In-formation to any country or to any foreign national for which governmental authorization is required, without first obtaining such authorization. (f) This Agreement shall be binding upon the parties, their successors and as-signs. Neither party shall assign this Agreement or any Confidential Information re-ceived from the other party pursuant to this Agreement without the other party's prior written consent. (g<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>) This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modifi-cation of this Agreement shall be in writing and executed by duly authorized representa-tives of the parties. (h) The relationship between the parties is that of independent contractors. This Agreement does not establish a joint venture, agency or partnership between the par-ties, nor does it create an employer-employee relationship. Neither party shall have any authority or power to bind the other party, to create a liability against the other party, to incur any obligations on behalf of the other party or to represent that the other party is in any way responsible for it. Neither party shall hold itself out as having any such author-ity. (i) No waiver of, or the failure of either party to require strict compliance with, any provision of this Agreement in any respect shall be deemed to be a waiver of such party's right to insist upon strict compliance with such provision or with all other provisions of this Agreement. No waiver by either party of any breach or default of this Agreement shall constitute a waiver of any other or subsequent breach or default. No waiver shall be binding unless executed in writing by the party against whom the waiver is sought to be enforced. (j) Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party. (k) This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an origi-nal, but all of which when taken together shall constitute a single and the same instru-ment. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronically shall be constitute delivery of a manually executed counterpart of this Agreement and shall have the same force and effect as a document bearing origi-nal signatures. (l) Each party to this Agreement represents that the individual executing this Agreement on its behalf is duly authorized to bind such party to this Agreement accord-ing to its terms. Company Name: LiION LLC By: By: Name: Name: Gary Gray (print please) Title: Title: CEO and President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>aining sessions, or whom have been referred to him/her on behalf of Originating Party in regard to originating parties business with respect to the purchase or offering of Originating Party’s products and/or services. C. “Originating Party” as used herein shall refer to the party who discloses the Confidential Information or Intellectual Property to the Receiving Party. D. “Receiving Party” as used herein shall refer to the party who receives the Confidential Information or Intellectual Property from the Originating Party. E. “Representative” means directors, officers, employees, accountants, attorneys, lenders of funds and agents of a party or its affiliates. II. NON-DISCLOSURE AGREEMENT: Both parties recognizes and acknowledges that, in an effort to foster the Discussions one or both of the parties has provided and/or will provide, at no cost, fee, charge or expense to Receiving Party, Confidential Information of a special and unique value and nature developed and/or acquired by (and/or being developed or acquired by) Originating Party at great expense and cost to Originating Party which, if <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>it were to come into the possession of Originating Party’s competitors, would cause irreparable damage to Originating Party, its competitive advantage and its ability to operate profitably. Receiving Party acknowledges that, prior to its relationship with Originating Party and prior to execution of this Agreement, Receiving Party had no knowledge of any of the aforesaid information. Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party’s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and 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|>ny other Person in connection with any of the foregoing. 12. Material Non-Public Information: The Recipient acknowledges that it is aware of the general nature of applicable securities laws, including, without limitation, all applicable securities laws that may prohibit any P<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erson who has material, non-public information concerning the matters which are the subject of this Agreement, from trading in securities of a company which may be a party to a transaction of, or may propose to <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.6 NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. (“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and John E. Peck (“Employee”). “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage. “Financial Institution” shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the “parties” or individually as a “party.” WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the “Merger Agreement”), HopFed shall be merged with and into First Financial (the “Merger”) effective as of the date and time provided in the Merger Agreement (the “Effective Time”); and WHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and WHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee to provide services for and on behalf of the Bank immediately upon the Effective Time; WHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization; WHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and WHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense. NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Consideration/Employment. a. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee’s existing employment status. b. In consideration of Employee’s promises, covenants and agreement<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee’s employment pursuant to that certain Employment Agreement dated January 7, 2019, and effective as of the Effective Time, with the compensation and benefits commensurate therewith. 2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization. 3. Definitions of Key Terms. a. “Banking and Financial Services” shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services. b. “Confidential Information” shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under 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 de<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ANNEX 2 - Non Disclosure Agreement Date: THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN: DEFTA Group A compagny having its registered office at MEAUX Val d'Europe 77701 Immeuble Le Galilée, 10 Rue de la Fontaine Rouge. Val d'Europe - Marne La Vallée - 77701 Represented by Jean-François KER RAULT Group Purchasing Director Hereinafter called "Buyer" AND VWX A company having its registered office at YYY Represented by YYY its YYY Hereinafter called "Supplier" Buyer and the Supplier are together hereinafter referred to as "Parties", and<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> individually "Party". WITNESSES WHEREAS, the Parties wish to pursue exploratory discussions concerning possible collaborations between them in relation to project XXX. WHEREAS, during the performance of this Purchasing Frame Contract, it will become necessary for the Parties hereto to disclose to each other certain technical, financial or business information of a proprietary or confidential nature, hereinafter referred to as “Proprietary Information”; and WHEREAS, the Parties hereto are willing to provide for the conditions of such disclosure of Proprietary Information and the rules governing the use and the protection there of; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. As used in this Agreement the term "Proprietary Information" shall mean any information or data disclosed by any Party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitation any written or printed documents (plans, drawings, photographs, etc…), samples prototypes, models, technology, know-how, specifications, software, commercial or financial information or any means of disclosing such Proprietary Information that each Party may elect to use during the life of this Agreement. 2. Nothing in this Agreement may be construed as compelling any Party hereto to disclose any Proprietary Information to the other, or to enter into any further contractual relationships. 3. Each Party, to the extent of its right to do 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|>NON-DISCLOSURE AGREEMENT Agreement effective between MARIPOSA LABS LLC, an Idaho corporation (“ MARIPOSA”) and (“Company”). 1. BACKGROUND MARIPOSA is a manufacturer located in Garden City, Idaho and manufactures a wide range of personal care products. The Company has requested that MARIPOSA exchange confidential information in connection with product formulation, which may or may not lead to manufacturing of said product. The purpose of this Agreement is to detail the rights of the parties with respect to confidential information that may be provided between the parties. 2. CONFIDENTIALITY 2.1 Definition of Confidentiality Information. “Confidential Information” shall mean the formulas and related information supplied to MARIPOSA by the Company but only to the extent that: (a) Such information is maintained as confidential by the Company, and; (b) Marked or otherwise identified as confidential when disclosed to MARIPOSA. Information that is not marked or otherwise identified as confidential at the time of disclosure to MARIPOSA shall be treated as Confidential Information if it is identified as confidential in a written document received by MARIPOSA within thirty (30) days after initial disclosure. 2.2 Restricted Use. Confidential Information provided by the Company in accordance with this Agreement is for MARIPOSA’s use in the manufacture of the Company’s products only. MARIPOSA shall not disclose any of the Confidential Information other than as reasonably necessary to accomplish these purposes. Notwithstanding the preceding, the Company understands and agrees as follows: (a) MARIPOSA shall have the right to disc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lose Confidential Information to the extent required by applicable law or regulation; (b) MARIPOSA’s nonuse and nondisclosure obligations above shall not apply to such Confidential Information as: (1) was publicly known prior to disclosure by the Company of such information to MARIPOSA; (2) became publicly known, without fault on the part of MARIPOSA, subsequent to disclosure by the Company of such information to MARIPOSA; (3) was received by MARIPOSA at any time from a source, other than the Company, lawfully having possession of the right to disclose such information; or (4) was otherwise known by MARIPOSA prior to disclosure by the Company to MARIPOSA of such information; (c) The product formulas used for the Company products may be similar to formulas used by other manufacturers, and it is unlikely that any such formulas would qualify for patent or other intellectual property protection; (d) MARIPOSA may manufacture and sell products that use formulas that are similar to (but not identical with) formulas used for the Company products. In this regard, a formula shall not be considered identical if the chemical components of the formula vary in any respect. 3. GENERAL PROVISIONS 3.1 Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue. 3.2 Time of the Essence. Time is of the essence with respect to the obligations to be performed under this Agreement. 3.3 Successors and Assigns. Subject to any express provisions in this Agreement regarding restrictions on transfers or assignments, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and personal representatives. 4. SIGNATURES MARIPOSA LABS LLC Dated: By: Milt Gillespie, President COMPANY Dated: By: (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|>n written agreement by the Parties without the need to amend this Agreement in its entirety. XIII. NON-ASSIGNMENT CLAUSE A. The Data Recipient agrees that it shall not subcontract, assign, transfer, convey or otherwise dispose of its obligations under this Agreement except by operation of law, without the prior written consent of the other party. XIV. NO THIRD PARTY BENEFICIARY A. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties, any rights, remedies, obligations, or liabilities whatsoever. XV. ADDITIONAL PROVISIONS A. Jurisdiction, Venue, and Applicable Law. This Agreement shall be governed, construed, applied and enforced in accordance with the internal laws of the State of New York. B. Agency. For purposes of this Agreement, Data Recipient shall be deemed to be acting as an independent entity, and not an agent, of the DOHMH or the City of New York. C. No Data Warranties. Nothing contained herein shall constitute any representation, warranty, or guarantee to the Data Recipient with respect to the value or accuracy of the Data or information exchanged or that such exchanged information does not infringe any rights of third parties. The City shall not be held liable for any errors or omissions in the Data used or exchanged or in connection with the use of the Data. D. Counterparts. This agreement may be executed in one or more counterparts. E. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Parties to maintain the confidentiality and security of the Data. F. Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. G. Supersedes. This Agreement supersedes all prior and contemporaneous agreements and understandings, written or oral, relating to the use of the Data that is the subject matter of this Agreement. IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have executed this Agreement as of the day and date first written above. NEW YORK CITY DEPARTMENT OF HEALTH AND MENTAL HYGIENE By: [NAME OF DATA RECIPIENT] By: [SOMEONE WHO IS AUTHORIZED TO BIND DATA RECIPIENT] DOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES ATTACHMENT A – DATA POINTS Describe in detail the data that you are requesting from DOHMH, including the data source, the time period for da<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ta of interest, and specific data elements. DOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES ATTACHMENT B – Project Description and Data Use Describe your project below and the intended use of the data. Please outline in as detailed a manner as possible the specific analyses that you will engage in using the requested data. DOHMH DATA USE APPLICATION AND<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or Affiliates; (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or Affiliates or assets of the Company or its subsidiaries or its Affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or Affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or Affiliates, (ii) make, or in any way participate in, directly or indirectly, (i) any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company or (ii) any demand for a copy of the Company’s stock ledger, list of stockholders or any other books and records of the Company; (iii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (iv) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (v) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (i) above; or (vi) enter into any discussions or arrangements with any third party with respect to any of the foregoing. (b) Notwithstanding the foregoing, the provisions of ARTICLE I Section 10(a), the Potential Relationship Party or any of the Potential Relationship Party’s Affiliates, subsidiaries or Representatives acting on the Potential Relationship Party’s behalf may at any time and from time to time submit to the Board of Directors of the Company one or more offers, proposals or indications of interest related to a Possible Transaction that would otherwise be prohibited by ARTICLE I Section 10(a), provided that each such submission is made on a confidential basis, does not state an intention to make a public announcement related to the text or contents of such submission or discussion and is made in a manner that could not reasonably be expected to cause the Company to need to make public disclosure thereof. (c) The Potential Relationship Party also agrees during the Standstill Period not to request that the Company or any of its Representatives, directly or indirectly, amend or waive any provision of this ARTICLE I Section 10. (d) The Potential Relationship Party agrees that, if at any time during the Standstill Period, the Potential Relationship Party or any of the Potential Relationship Party’s Affiliates or subsidiaries or Representatives actin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>g on the Potential Relationship Party’s behalf are approached by any third party concerning the Potential Relationship Party’s or their participation in a transaction involving any assets, indebtedness or business of, or securities issued by, the Company or any of its subsidiaries, the Potential Relationship Party will promptly inform the Company of the nature of such transaction and the parties involved. (e) The banks approached by the Potential Relationship Party for the purpose of financing would be subject to confidentiality obligations as set forth in said Section 3, without, however, requiring such recipient bank, or its representatives, to make the Standstill undertakings stipulated in the current Section 10 of the Agreement. (f) The non-solicitation and stand-still obligations under Sections 9 and 10 will cease to apply on completion of the transaction. Section 11. Miscellaneous. (a) Notices. All notices, requests, claims, demands and other communications hereunder will be given in writing and will be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or e-mail of a .pdf, .tif, .gif, .jpeg or similar electronic attachment at the facsimile number or email address, respectively, specified for the relevant receiving Party before 5:30 p.m. (in the time zone of the receiving Party) on a business day (in the time zone of the receiving Party), (ii) the next business day after the date of transmission, if such notice or communication is delivered via facsimile or e-mail of a .pdf, .tif, .gif, .jpeg or similar electronic attachment at the facsimile number or email address, respectively, specified for the relevant receiving Party on a day that is not a business day or later than 5:30 p.m. on any business day (in each case, in the time zone of the receiving Party), (iii) one business day following the date of deposit with a nationally recognized overnight courier service for delivery on the following business day, or (iv) upon actual receipt by the party to whom such notice is required to be given, but if delivery is not accepted, then on the date delivery is refused. The addresses, facsimile numbers and email addresses for such notices and communications are those set forth below, or such other address, facsimile number or email address as may be designated in writing after the Effective Date, in the same manner, by any such person: if to the Potential Relationship Party: SUN PHARMACEUTICAL INDUSTRIES LTD Acme Plaza, Andheri − Kurla Road, Andheri − East, Mumbai − 400 059, Maharashtra, India Attention: Mr. Ashok I. Bhuta Facsimile: +91 22 6184 8686 Email: Ashok.Bhuta@sunpharma.com with a copy (which will not constitute notice) to: S. H. Bathiya & Associates 2, Tardeo AC Market, 4th Floor, Tardeo Road, Mumbai − 400 034 Attention: Shailesh H. Bathiya Facsimile: +91 22 4355 8080 Email: shb@shbathiya.com if to the Company: InSite Vision Incorporation 965 At<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, but all such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the parties, by their duly authorized representatives and intending to be legally bound, hereby execute this Mutual Non-Disclosure Agreement effec<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tive as of the Effective Date. AIRWATCH, LLC COMPANY By By (Authorized Signature) (Authorized Signature) (Print or Type Name and Title) (Print or Type Name and Title) (Date SIgned) (Date Signed)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>. VII. ATTORNEY'S FEES: If any legal action is brought by any party hereto, it is expressly agreed that the prevailing party in such action or dispute shall be entitled to recover from the other party attorney's fees and costs in addition to any other relief that may be awarded. For the purpose of this Paragraph, the "prevailing party" shall be the party in whose favor a final judgment is entered. VIII. SEVERABILITY: It is the intent and agreement of the parties to this agreement that, in case any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal or unenforceable, 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 had never been contained herein except that this shall not prohibit any modification allowed or agreed upon pursuant to the terms of this agreement or any right of reformation. IX. GOVERNING LAW AND VENUE: This Agreement shall <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>be governed by and construed in accordance with the procedural and substantive laws of the State of Missouri. The parties to this Agreement consent and designate St. Louis County, Missouri as the sole venue and location for any suit or other proceeding of any kind regarding any aspect of this agreement and all issues arising out of or relating to the independent relationship between the parties. X. ASSIGNMENT: This Agreement is binding upon and shall inure to the benefit of the parties hereto and the successors and the assigns of all parties herein. Each party may assign or transfer this Agreement to a successor business entity in the event of a merger, consolidation, transfer or sale of the assets of said party. Any purported assignment of this Agreement, other than as provided above, shall be void. XI. NOTICES: Except as expressly set forth to the contrary in this Agreement, all notices, requests, consents or other communications (each a "Notice") provided for or permitted to be given under this Agreement must be in writing and must be given either (i) by depositing the Notice in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (ii) by delivering the Notice to the recipient in person, by courier, or by facsimile transmission. A Notice given under this Agreement is effective on receipt by the party to receive it. Any Notice to any party must be sent to or made at that party’s address (or facsimile number if applicable) given below such party’s signature or such other address or facsimile number as that party may specify by delivering a Notice in compliance with this paragraph. XII. EQUITABLE RELIEF: Each party recognizes that any actual or threatened breach of the provisions of this Agreement would cause irreparable harm to the other party, the extent of which would be dif<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> "98 CENTS Clearance Center," "Clearance 98 CENTS Centers," "Everything 98 CENTS ... or less," or "Step Ahead Investments"; (b) advertise or promote outside or within a store using the terms, or terms similar to "Everything 98 CENTS," 98 CENTS Clearance Centers," and "Clearance 98 CENTS Centers"; or (c) under any name containing the words "98 CENTS," "Tree," or "Super Dollar," including their plurals. 1.3 As used in this Agreement, the following terms have the following meanings: 1.3.1 a. While Selling Shareholder is a resident of California, "Restricted Area" shall mean all counties and cities in the States of California and Nevada in which SAI, as of the Effective Time, carries on the Business. The covenant not to compete in the Restricted Area shall be construed as a series of separate covenants with regard to such city or county in the States of California and in Nevada. b. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency "Restricted Area" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to compete in the Restricted Area shall be viewed as a series of separate c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ovenants with regard to each state where either Dollar Tree or SAI carries on the Business. 1.3.2 "Restricted Activities" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00. 1.3.3 A "shopping center" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent. 1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood. 2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an "employee" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date. 3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of SAI or its affiliates relating to or useful in the operation of the Business, are and shall be SAI's property ("Property") and all such Property that is confidential or that SAI does not have copies of shall be delivered to SAI at or prior to the Effective Time; provided, however, Selling Shareholder shall be allowed to retain copies of such Property necessary for Selling Shareholder to prepare, compute or support Selling Shareholder's tax returns or tax liabilities. 4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Selling Shareholder shall not, without the prior written approval of Dollar Tree, at any time copy, reproduce, dis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Information to other Recipients who also have the right pursuant to an agreement with VELCO to access the identical material. Any notes made by Recipient containing Classified Information shall be marked and designated in accordance with Sections I, II, and/or III above, and Recipient shall protect the Classified Information in accordance with that designation. 3. The Recipient shall exercise reasonable care to maintain the confidentiality and secrecy of the Classified Information, and shall not divulge Classified Information to any third party without the prior written consent of the VELCO. The foregoing notwithstanding, the Recipient may disclose classified information to its employees or contractors (hereafter Representatives) to the extent each such Representative has a need to know such information to conduct the work referenced in the Whereas clauses, and shall comply with Recipient’s obligations under this Agreement. The Recipient is responsible for its Representative’s breach of the terms of this Agreement. 4. Recipient and each of its Representatives shall use all Classified Information disclosed by VELCO solely in connection with the work referenced in the Whereas clauses and shall not use, directly or indirectly, any information for any other purpose without VELCO’s prior written consent. A Recipient will not use or allow a Representative to use Classified Information directly or indirectly for any illegal purpose, non-legitimate purpose, or any purpose other than the work referenced in the Whereas clause. 5. In the event that the Recipient is required to disclose Classified Information by subpoena, law or other directive of a court, administrative agency, or arbitration panel, the Recipient will provide VELCO with immediate notice of such request in order to enable VELCO (and Recipient shall cooperate fully with VELCO) to seek an appropriate protective order or other remedy. Recipient shall also consult with VELCO to identify steps available to quash or narrow the scope of such request or legal process. VELCO may in its sole discretion waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or othe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r remedy is not obtained, or VELCO waives compliance, the Recipient shall furnish only that portion of the Classified Information which the Recipient/’s counsel advises is legally required to comply with a governmental order or directive and shall exercise best efforts to obtain assurance that confidential treatment will be accorded such Classified Information. 6. In the event that VELCO, in its sole discretion, so requests, the Recipient will promptly return to VELCO or destroy in accordance with VELCO’s instructions, all Classified Information, including all copies, reproductions, compilations, analyses or extracts thereof, whether electronic or paper media. 7. Change in Status. If there is a change in status of the Recipient to his/her employer, he/she must inform VELCO immediately in writing at the address given above (Attention: Information Protection Coordinator) and follow VELCO’s instructions with respect to disposition of the Classified Information. 8. CEII and BCSI “on Loan”. CEII and BCSI information provided pursuant to this Agreement is “on loan.” If the Recipient is an employee of a federal or state agency, he/she must note that the Classified Information is not the property of the agency, and is not subject to Freedom of Information Act, Vermont’s Public Records Act , or similar statutes. In addition, if the Recipient is an employee of the State of Vermont, he/she must note that the information qualifies under federal law for restricted and limited use/distribution, and may be disclosed only to specifically designated persons, and in both cases, with prior VELCO approval. 9. No Warranty. The Classified Information is provided “as is” with all faults. In no event shall VELCO be liable for the accuracy or completeness of the Classified Information. VELCO shall not have liability to the Recipient, or any other person or entity, for the Recipient’s use of any Classified Information disclosed pursuant to this Agreement. 10. Equitable Relief; Audit. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Recipient agrees that any breach of this Agreement would cause VELCO substantial and irreparable harm and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, VELCO shall have the right to specific performance and other injunctive and equitable relief, it being acknowledged that legal remedies are inadequate. VELCO may audit the Recipient’s compliance with this Agreement. 11. Survival. The Recipient/ remains bound by these provisions unless VELCO rescinds the Classified Information designation. 12. No Waiver. The Recipient understands and agrees that no failure or delay by VELCO in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont without regard to its conflicts of laws principles. 14. Assignment Prohibited. Any assignment of the Recipient’s rights, obligations or duties under this Agreement without VELCO’s prior written consent shall be void. 15. Entire Agreement. This Agreement contains the entire agreement between the parties concerning the protection of Classified Information and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon the parties, unless approved in writing by each of them. 16. Severability. If any provision or provisions 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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 standard of care for protecting Proprietary Information imposed on ARIN will be that degree of care ARIN uses to prevent disclosure, publication or dissemination of its own Proprietary Information. (6) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be provided to ARIN by the Applicant, and supersedes all prior or contemporaneous oral or written understandings or arguments regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the parties. (7) The effective date of this Non-Disclosure Agreement shall be the date upon which the last signatory below executes this Agreement. (8) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Virginia, without regard for Virginia's choice of law rules. (9) This Non-Disclosure Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent shall not unreasonably be withheld. This consent requirement shall not apply in the event either party shall chang<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e its corporate name or merge with another corporation. This Non-Disclosure Agreement shall benefit and be binding upon the successors and assigns of the parties hereto. (10) Under no circumstances, including negligence, shall ARIN be liable for any indirect, incidental, consequential, punitive or special damages for any breach of this agreement, even if ARIN has been advised of the possibility of such damages. THE AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) Name: Signed: Date: Title: Address: PO Box 232290, Centreville, VA 20120 USA Fax: (703) 997-8708 APPLICA N T Company Name: Org-ID (if known): Authorized Signer (print): Ticket No. (if applicable): Signed: Date: Title: E-Mail: Address: Phone: Fax:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>o be a resident of California, immediately upon Selling Shareholder's change of residency "Restricted Area" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> compete in the Restricted Area shall be viewed as a series of separate covenants with regard to each state where either Dollar Tree or SAI carries on the Business. 1.3.2 "Restricted Activities" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00. 1.3.3 A "shopping center" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent. 1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood. 2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an "employee" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date. 3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of SAI or its affiliates relating to or useful in the operation of the Business, are and shall be SAI's property ("Property") and all such Property that is confidential or that SAI does not have copies of shall be delivered to SAI at or prior to the Effective Time; provided, however, Selling Shareholder shall be allowed to retain copies of such Property necessary for Selling Shareholder to prepare, compute or support Selling Shareholder's tax returns or tax liabilities. 4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Selling Shareholder shall not, without the prior written approval of Dollar Tree, at any time copy, reproduce, disclose or divulge to any third party, use or permit others to use any confidential information of SAI or Dollar Tree (including financial information, sources of supplies and materials, prospective and existing expansion programs, joint ventures and affiliate agreements, business systems and marketing methods, and all business affairs). During the Restricted Period, 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|> the Receiving Party by a third party who lawfully possesses such information and who is duly authorized or otherwise entitled to disclose such information; (4) is disclosed pursuant to the order or requirement of a government body, court or administration agency; or (5) is independently developed by an employee of the Receiving Party who has not had access to the information disclosed hereunder. 2. Proprietary Information shall be held in strict confidence by Receiving Party and shall not be used by Receiving Party except for (i) the purposes described in this Agreement, unless disclosure or further use is authorized or consented to in writing by Disclosing Party which consent shall not be unreasonably withheld or delayed and/or (ii) the case where disclosure of the same is required under applicable law or by a governmental order, rule or regulation or by the regulations of any relevant stock exchange or other governmental authority (provided that the Receiving party shall give written notice of such required disclosure to the other party prior to the disclosure). Such consent to disclose Proprietary Information to employees of Receiving Party or its affiliated company (“affiliated Receiving Party”) with a legitimate “need to know” and only for the purposes described in this Agreement is herewith given, but further consent shall be required for disclosure to others or authorization of use by others. For purposes of this Confidentiality Agreement, an "affiliated Receiving Party" means and includes a parent, if any, of Receiving Party and all present and future companies in which Receiving Party, or its parent, individually or collectively, directly or indirectly, through one or more intermediaries, owns or controls fifty percent (50%) or more of the outstanding stock having the right to vote for or appoint directors thereof. Prior to any use or disclosure of Proprietary Information by or to another, Receiving Party shall ensure that the recipient has entered into an agreement limiting the recipient's disclosure and use of Proprietary Information consistent with this Agreement. 3. To enable the Disclosing Party to disclose “technical data” to the Receiving Party in compliance with the requirements of the U.S. Commerce Department’s Export Administrative Regulations, the Receiving Party hereby gives its assurance to the Disclosing Party that the Receiving Party will not knowingly, unless prior written authorization is obtained from the Disclosing Party and the U.S. Commerce Department, export, re-export or otherwise disclose, directly or indirectly, any “technical data” (or computer software and any related documentation) received from the Disclosing Party which is not otherwise available to the general public, nor allow the direct product thereof to be shipped directly or indirectly, to any of the countries published on the restrictive list promulgated and amended from time to time by the U.S. Department of Commerce. Notwithstanding any other provision of this Agreement, this Paragraph 3 shall survive any termination or expiration of this Agreement. 4. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof or upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing Proprietary Information (including all copies thereof) have been destroyed. The Receiving Party understands that nothing herein (a) requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be disclosed if at all solely at the option of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Disclosing Party, or (b) requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed. 5. No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. In particular, no licenses are hereby granted directly or indirectly under any patent, copyright, or trademark now held by or which may be obtained by, or which is licensable by Disclosing Party, including but not limited to, any license to make, use or sell any product embodying any Proprietary Information. No other existing Agreement between parties, if any, are modified or terminated by this Agreement. No warranty or representation is made by Disclosing Party hereto that any information transmitted by it hereunder is patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Disclosing Party hereto confers no right to Receiving Party to use in advertising, publicity, or otherwise any trademark or trade name of Disclosing Party, nor confers any authorization to Receiving Party to act as an agent on its behalf for any purpose. 6. This Non-Disclosure Agreement shall remain in full force and effect from the effective date indicated above. Either party may terminate this Agreement by giving the other Party sixty (60) days’ written notice. However the confidentiality obligations and all powers, rights and duties provided herein shall extend for a period of five (5) years following the termination of this Agreement. Neither Party shall assign this Agreement to any third party, without the prior written consent of the other Party. 7. The Parties acknowledge and agree that due to the unique nature of the Disclosing Party’s Proprietary Information, money damages will not be a sufficient remedy for a breach of this Agreement. Because a violation of any of the provisions of this Agreement will likely cause irreparable loss and harm which cannot be reasonably or adequately compensated by damages in an action at law, the Disclosing Party will be entitled to specific performance and injunctive relief or other appropriate equitable relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity to the Disclosing Party. 8. This Agreement shall be governed and construed in accordance with the laws of Delaware, without regard to conflicts of law principles. Any dispute, controversy and/or difference which may arise between the Parties out of or in relation to or in connection with this Agreement, or the breach thereof, which cannot be settled by amicable mutual accord without undue delay, shall be filed in the courts of Delaware. 9. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Proprietary Information, whether written or oral, expressed or implied. The Parties agree that this Agreement is severable and that in the event any provision of this Agreement is held to be illegal, invalid or enforc<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) NON-DISCLOSURE AGREEMENT This is an Agreement between the American Registry for Internet Numbers (hereinafter referred to as ARIN) and (hereinafter referred to as Applicant). It is recognized that it may be desirable for the Applicant to provide ARIN with specific proprietary information for the purpose of ARIN's allocation of IP address space. W ith respect to such information the parties agree as follows: (1) "Proprietary Information" shall be defined as and limited to, (a) network engineering plans, including subnets, and host counts, and hosts per subnet with projected utilization rates and associated confidence levels of those projections for one and two years in the future; (b) deployment schedules for the network, including major milestones for each subnet; (c) network topology diagrams originated by the Applicant, not previously published or otherwise disclosed to the general public, not previously available without restriction to ARIN or others, and not normally furnished to others without compensation; and (d) such other information which the Applicant desires to protect against unrestricted disclosure or competitive use, and which the parties mutually agree shall be furnished pursuant to this Non-Disclosure Agreement and which is appropriately identified as being proprietary when initially furnished to ARIN. (2) In order for Proprietary Information disclosed by the Applicant to ARIN to be protected in accordance with this Non-Disclosure Agreement, it must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend, in bold faced print, indicating that the information is deemed proprietary by the Applicant; and (c) delivered by electronic mail, ARIN Online ticket, postal or courier service, or facsimile to the individual designated in Paragraph 3 below, or his designee. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally and with prior assertion of proprietary rights therein, such orally disclosed proprietary information shall only be protected in accordance with this Non-Disclosure Agreement provided that complete written summaries of all proprietary aspects of any such oral disclosures shall have been delivered by Applicant to the individual identified in Paragraph 3 below, within 20 calendar days of said oral disclosures. The Applicant shall not identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>et, or otherwise entitled to such markings or proprietary claims. (3) In order for the Applicant's Proprietary Information to be protected as described herein, the Propr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>chival purposes only and subject to compliance with the terms of this Non-Disclosure Agreement. Notwithstanding the foregoing, each Party agrees that Recipient shall not be required to return to Disclosing Party, or destroy, copies of Disclosing Party’s Information that (A) reside on Recipient’s or its Representatives’ backup, disaster recovery or business continuity systems, or (B) that Recipient or its Representatives are obligated by applicable law and/or governmental regulations to retain. Recipient agrees that, following its receipt of the Request, it shall neither retrieve nor use Disclosing Party’s Information for any purpose other than that specified in clause (B) above. - 5 - §8. No Partnership, Etc. Nothing contained herein shall bind, require, or otherwise commit a Party (or any Affiliate thereof) to proceed with any project, sale, acquisition, or other transaction of or with the other Party or any other entity. No agency, partnership, joint venture, or other joint relationship is created by this Non-Disclosure Agreement. Neither this Non-Disclosure Agreement nor any discussions or disclosures hereunder shall prevent either Party from conducting similar discussions with other parties or performing work, so long as such discussions or work do not result in the disclosure or use of Information in violation of the terms of this Non-Disclosure Agreement. The terms of this Non-Disclosure Agreement shall not be construed to limit either Party’s right to independently engage in any tra<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nsaction, or independently develop any information, without use of the other Party’s Information. §9. Term and Termination. Except with respect to any Information that is Customer Information, CEII or Personal Information, Recipient’s obligations and duties under this Non-Disclosure Agreement shall have a term of [ ] [()] years from the Effective Date (the “Term”), but in no event will the confidentiality obligations herein terminate less than one (1) year from the date of the last disclosure. In the case of any Information that is Customer Information, CEII or Personal Information, Recipient’s obligations and duties under this Non-Disclosure Agreement shall survive for (i) the Term, or (ii) so long as such Customer Information, CEII or Personal Information, as applicable, is required to be kept confidential under applicable law, whichever period is longer (the “Special Information Term”). Either Party may terminate this Non-Disclosure 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|> the foregoing, Seller may make disclosure of Confidential Information if Seller reasonably concludes that public disclosure of Confidential Information is required by applicable legal requirements and Seller (i) gives Purchaser written notice of such proposed disclosure as far in advance of such disclosure as is reasonably practicable, (ii) cooperates reasonably with Purchaser in its efforts to protect the information from disclosure, including, without limitation, assisting Purchaser in obtaining, at Purchaser’s expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information, and (iii) limits its disclosure to the mini<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mum required by applicable legal requirements unless Purchaser agrees in writing to a greater level of disclosure. 5. Permitted Activities. The restrictions set forth in Sections 2, 3 and 4 of this Agreement shall not apply to Permitted Activities or to actions taken by Seller to the extent that such actions are expressly approved in writing by Purchaser. 6. Representations and Warranties. Seller represents and warrants that this Agreement is a legal, valid and binding obligation, enforceable against Seller in accordance with its terms. 7. Waivers. Neither party will be deemed as a consequence of any act, delay, failure, omission, forbearance or other indulgences granted from time to time by it, or for any other reason (a) to have waived, or to be estopped from exercising, any of its rights or remedies under this Agreement or (b) to have modified, changed, amended, terminated, rescinded or superseded any of the terms of this Agreement. 8. Injunctive Relief. Seller acknowledges that (i) any violation of this Agreement will result in irreparable injury to Purchaser, (ii) damages at law would not be reasonable or adequate compensation to Purchaser for violation of this Agreement, and (iii) Purchaser shall be entitled to have the provisions of this Agreement specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any such violation. 9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if (a) delivered by hand, (b) mailed by registered or certified mail (return receipt requested), (c) by deposit with a nationally recognized courier for next business day delivery, or (d) faxed and immediately confirmed both orally and in writing, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or so telecommunica<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank’s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. 14. “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. 17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. 18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement. 19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living. 20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. 21. Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. 22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial Institution. 23. Return of Property. Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee’s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank’s or Heritage’s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant. 24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee’s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage. [Signature Page to Follow] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below. FIRST FINANCIAL CORPORATION By: /s/ Norman L. Lowery Date: January 7, 2019 Printed Name: Norman L. Lowery Title: President & CEO FIRST FINANCIAL BANK, N.A. By: /s/ Norman L. Lowery Date: January 7, 2019 Printed Name: Norman L. Lowery Title: President & CEO HOPFED BANCORP, INC. By: /s/ John E. Peck Date: January 7, 2019 Printed Name: John E. Peck Title: President/CEO HERITAGE BANK USA, INC. By: /s/ John E. Peck Date: January 7, 2019 Printed Name: John E. Peck Title: President/CEO EMPLOYEE Printed Name: Billy C. Duvall Date: January 7, 2019 Signature: /s/ Billy C. Duvall<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>crets or confidential information or any financial or trade information relating to the other, which they acquire as a result of the discussing of or the entering into agreements with each other. Each Party shall endeavor to prevent its officers, employees, agents, representatives, and associates from doing anything, which, if done by Party, would be a breach of this agreement. This restriction shall continue to apply after the expiration of this Agreement, and other Agreements entered into between the Parties, without limit in point of time, but shall cease to apply to secrets or information, which came into the public domain through no fault of the Party concerned. 2. The Parties each undertake to the other that for a period of five (5) years from the date of this Agreement, they will not, without prior written consent of the other, directly or indirectly through third parties, make or seek to make contact or communication with those Banks, Financial Institutions, government representatives, clients, investors, traders, associates, legal advisors and financial advisors with whom they have been placed into contact with by the other or to whom the names, addresses and other pertinent information has been released to them by the other. 3. Each party undertakes irrevocably and unconditionally: a. To ensure that all aspects of each transaction remain confidential. b. Not to disclose, either verbally or in written form, any knowledge that it may obtain at any time in the future, be it either implicit or implied, with respect to the implementation of any proposed transaction. c. Not to circumvent or attempt to circumvent the other. d. Not to disclose to third parties the names, addresses, fax and telephone coordinates of any contact/client revealed by one party to the other. e. Not to enter into direct or indirect negotiations with any other's contacts/clients. f. Not to show, deliver, or cause to be seen, any documents, papers, correspondence, memoranda or copies of such to other than person(s) or entities of any kind, except to those whom are required to maintain confidentiality such as an attorney or tax advisor. g. Each Party shall endeavor to ensure that any of its officers, employees, agents, representatives or associates who, by virtue of their duties may receive the type of information described in this Agreement, are fully obligated to respect the spirit and terms of this Agreements in the same way as each Party. Each Party shall undertakes to have those officers, employees, agents, representatives or associates acknowledge their obligation by Countersigning a cop<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y of this Agreement, thereby binding them to honor the terms of this Agreement. 4. Each Party acknowledges that any breach of the terms and conditions of this Agreement by either party or its employees, agents, representatives or associates may render the seeking of liquidated damages, by the other and the cancellation and termination of all agreements and transactions. 5. This Agreement has been entered into by each Party acting on its own free will and judgment and shall be binding on the Parties, their heirs or successors, administrators, and assignees. 6. Any dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement shall be resolved exclusively by binding arbitration in Las Vegas, Nevada, in accordance with the rules then in effect of the American Arbitration Association, The arbitrator(s) may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator(s) shall be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each of them shall separately pay their counsel fees and expenses. 7. The release of confidential information pursuant to a protested court order shall not be deemed to be a violation of this Agreement. 8. This Agreement may be executed in one or more counterparts each of which shall be binding on each party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, this Agreement shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. BILL WOO By: Bill Woo GATEWAY VENTURE HOLDINGS, INC. By: Rick Bailey Its: President By: Flo Ternes Its: Chief Operations Officer<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> not render the others illegal or invalid. If the invalidity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants, then said covenants will nevertheless be enforced to the maximum extent permitted by law and effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction, and the parties hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such covenants. f) INDEPENDENT SIGNIFICANCE. The covenants set forth in this Section 1 and the covenants of confidentiality contained in Section 2 b<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>elow are of the essence of this Agreement and will be construed as independent of any other of the provisions of this Agreement, the Merger Agreement and the Employment Agreement, and the existence of any claim or cause of action of Shareholder against the Company or the Company's Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company or any of the Company's Affiliates of any of said covenants. SECTION 2. - CONFIDENTIAL INFORMATION a) NON-DISCLOSURE - IN GENERAL. From the date hereof, Shareholder will maintain in strict confidence and will not, directly or indirectly, or through Shareholder's Affiliates, divulge, transmit, publish, release, or otherwise use of cause to be used in any manner contrary to <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rator’s decision in any court having jurisdiction. (b) Equitable Remedies. The Parties agree that it would be impossible or inadequate to measure and calculate damages from any breach of the covenants set forth herein. Accordingly, the Parties agree that if in the event of a breach of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specify performance of any such provision of the Agreement. The Parties further agree that no bond or other security shall be required in obtaining such equitable relief and the Parties hereby consent to the issuance of such injunction and to the ordering of specific performance. 9. Legal Expenses. If any action or proceeding is brought for enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled. 10. General Provisions. (a) Governing Law. This Agreement shall be governed by the laws of the United States of America, State of California. (b) Severability. If one or more of the provisions in this Agreement is deemed void by law, then the remaining provisions will continue in full force and effect. (c) Successor and Assigns. This Agreement will be binding upon the successors and/or assignees of the Parties. (d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation or validity of this Agreement. 11. Obligations. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party has an obligation under this Agreement to offer for sale or license products using or incorporating the Confidential Information. Either party may, at its sole discretion, offer products for sale or license using its own information but not the Confidential Information of the other and may modify or discontinue sales at any time. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor shall it constitute, create, give effect to, or otherwise imply an obligation or commitment on the part of either party to submit a proposal to or perform a contract with the other party. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both parties. Neither party will be liable to the other party for any costs, expense, risks, or liabilities arising out of the other party’s efforts in connection with this Agreement. 12. Entire Understanding. This Agreement contains the entire understanding between the Parties concerning the subject matter hereof, superseding all prior contemporaneous communications, agreements and understandings between the Parties with respect to the disclosure and protection of Confidential Information. The rights and obliga<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tions of the Parties shall be limited to those expressly set forth herein. nStor Corporation, Inc. Xyratex Technology Limited /s/ Steve Aleshire /s/ Matt Cornell Authorized Signature Authorized Signature Matt Cornell Steve Aleshire Print Name Print Name Executive VP − Storage Systems COO Title Title September 3, 2004 9/3/04 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|> 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 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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: /s/ M. Lazane Smith ---------------------------------------- Name: Lazane M. Smith Title: Senior Vice President and Chief Financial Officer ENTEX INFORMATION SERVICES, INC. By: /s/ Kenneth A. Ghazey --------------------------------------- Name: Kenneth A. Ghazey Title: President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>-how, or techniques contained therein, but not as a result of any deliberate effort to memorize the information. Without limitation of the foregoing, neither party shall have any obligation to limit or restrict the assignment of its employees or to pay royalties to the other party in connection with any use of residuals. 5. Independent Development. Nothing in this Agreement shall be construed to limit or preclude either party from developing, using, marketing, licensing, and/or selling any independently developed software, hardware, technology or other materials similar or related to the Evaluation Material. 6. Required Disclosure. Notwithstanding anything to the contrary contained in this Agreement, in the event that a party or its Representatives receives a request or is required (by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil demand or other process) to disclose any of the other party’s Evaluation Material or any of the other information referred to in section 2 hereof (irrespective of the reason for any such request or requirement), the party requested or required to make such disclosure shall, to the extent reasonable and practicable, provide the other party with prior written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such order, remedy or waiver is not obtained, the party requested or required to make the disclosure may disclose only that portion of the Evaluation Material or other information that such party, in the opinion of counsel, is required to disclose. 7. Return of Materials; Termination. Promptly upon written request from the other party, each party shall ret<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>urn or destroy (at the receiving party’s option) all copies of the Evaluation Material (including all documents based thereon) in its or its Representatives’ possession, provided, that the receiving party shall only be required to use commercially reasonable efforts to return or destroy any Evaluation Material created pursuant to its or its Representatives’ standard electronic backup and archival procedures. Notwithstanding the foregoing, the receiving party and each of its Representatives may each retain one copy of the Evaluation Material to show compliance with this Agreement or to comply with applicable law, rule or regulation (or, in the case of a party’s advisors, professional standards). Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Effective Date; provided, however, that sections 4, 5 and 7 through 12 shall survive any termination of this Agreement. 8. Definitive Agreements. Unless and until a final definitive agreement regarding the Transaction has been executed by the parties, no agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any obligation whatsoever with respect to the Transaction by virtue of this Agreement or any oral expression except for the matters specifically agreed to herein. The term “definitive agreement” does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material under this Agreement, to reject any and all proposals and to terminate discussions and negotiations at any time. 9. Entire Agreement. This Agreement sets forth the entire agreement with respect to the Evaluation Material disclosed hereunder and supersedes all pr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lly, or find its way into the public domain through the Recipient. NOW, THEREFORE, it is agreed that, except where modified in writing, the following terms and conditions shall be applicable to all communications between Discloser and Recipient: 1. Confidential Information. It is contemplated that Confidential Information (as defined herein) will be transferred from Discloser to Recipient in connection herewith and that Confidential Information shall be used by Recipient only for purposes of evaluating whether it might have interest in discussing Business Opportunities with Recipient. a. For purposes of this Agreement, “Confidential Information” shall mean any proprietary information belonging to Discloser relating to: (i) Discloser’s proprietary technology, systems, service offering and products, including without limitation, plans and specifications, technical data, trade secrets, know-how, research, product plans, ideas or concepts, services, software, inventions, intellectual property rights, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information (collectively referred to as “Technical Information”); and (ii) proprietary information relating to the financial information of any of the principals of Discloser, Discloser’s corporate financial information or its operations and business or financial plans or strategies, including but not limited to its identity, customers, customer lists, markets, real estate development plans, financial statements and projections, products, product pricing and marketing, financial or other strategic business plans or information (collectively referred to as “Business Information”), disclosed to Recipient by Discloser, either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities. For purposes of this agreement, Confidential Information shall be assumed to be of a confidential and/or proprietary nature by Rec<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ipient, as it is reasonable to assume and expect that said Business Information is highly relevant to the success of its Discloser’s business and is not known to the public. b. The restrictions set forth herein shall not apply with respect to information designated by Discloser as Confidential which: (i) is known by Recipient at the time of receipt as evidenced by Recipient’s records; (ii) is or becomes a part of the public domain without breach of the Agreement by Recipient; (iii) is obtained by Recipient from a third party under conditions permitting its disclosure to others; (iv) is independently developed by Recipient; or (v) is disclosed by Recipient pursuant to judicial action or Government regulations provided Recipient notifies Discloser prior to such disclosure and cooperates with Discloser in the event Discloser elects to legally contest and avoid such disclosure. 2. Identification of Confidential Information. For the purpose of the Agreement, written Business or Technical Information (including that which is delivered electronically) that is considered to be Confidential Information by Discloser, shall be so marked by Discloser. Information that is furnished orally shall be considered Confidential Information if Discloser so indicates. Additionally, information furnished by Discloser shall be deemed Confidential Information if it is obvious from its content, in the context under which it is furnished. 3. Subsequent Notice of Confidentiality. Discloser may give notice in writing that written or verbal information that has been previously furnished, but not declared confidential, is in fact confidential. This information is to be treated as Confidential Information by Recipient from the time of receipt of said notice. That being said, Recipient shall make every reasonable effort to mark all written copies of such information under its control as “Confidential” or “Proprietary” and to make every reasonable effort to inform Discloser of any disclosures by Recipient to third parties of such information that may have occurred between the time of receipt of the information and receipt by Recipient of notice that such information is confidential. Recipient has no responsibility to attempt to control the use of such information by such a third party. 4. Term, Non-Disclosure and Use. For a period of two (2) years from the date of receipt, all Confidential Information shall be maintained in confidence by Recipient, shall not be disclosed, published, communicated, divulged or revealed in any manner, to any oth<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 of this Agreement. 8. EXCEPTIONS TO CONFIDENTIAL INFORMATION The Receiving Participant shall have no obligation with respect to information which: (i) was lawfully in the possession of or known to the Receiving Participant without any obligation of confidentiality prior to receiving it from the Disclosing Participant; (ii) is, or subsequently becomes, legally and publicly available other than by the Receiving Participant’s breach of this Agreement; (iii) be<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>comes publicly available by action of the Disclosing Participant; (iv) is lawfully obtained by the Receiving Participant from a source other than the Disclosing Participant not under any obligation of confidentiality to the Disclosing Participant; (v) is developed by or for the Receiving Participant without use of the Confidential Information, provided such independent development can be shown by documentary evidence; or (vi) is disclosed by the Receiving Participant pursuant to a valid order issued by a court or government agency, provided that the Receiving Participant provides to the Disclosing Participant (a) prior written notice of such obligation, and (b) reasonable cooperation with Disclosing Participant’s efforts to limit or oppose such disclosure or obtain a protective order. The terms of confidentiality under this Agreement shall not be construed to limit the Participant’s right to develop independently or acquire products without use of the Confidential Information or to reassign Participant’s own Representatives within Participant’s own organization. 9. DISCLAIMER Each Participant provides such Participant’s Confidential Information “as is” without warranties, express or implied, of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. The Participant does not warrant that the Confidential Information is error free or technically or commercially exploitable. Each Participant shall retain all right, title and interest to such Participant’s Confidential Information and all intellectual property rights fixed, embodied, or otherwise subsisting therein or arising therefrom, and in all works, inventions, discoveries, know-how, techniques, processes, methods, systems, ideas and other elements thereof. No license under any trademark, patent or copyright, or other recognized intellectual property rights, or applications for the same which are now or thereafter may be obtained by such Participant is either granted or implied by this Agreement or the disclosure of Confidential Information hereunder, except for the limited purposes contemplated hereby and as otherwise provided herein. Subject to the foregoing, the Participants will have joint ownership of the Test Results and/or Test Reports as set forth in Section 6 of this Agreement. 10. LIMITATION OF LIABILITY OF THE OPEN MOBILE ALLIANCE The Open Mobile Alliance will exercise reasonable efforts regarding its duties as set forth in Section 4 of this Agreement, provided, however that the Open Mobile Alliance shall not be liable for any breach of another Participant’s obligations hereunder. Participant agrees that the Open Mobile Alliance will not be liable for any inadvertent disclosure by the Open Mobile Alliance of any information, including Confidential Information, under this Agreement. If any action is brought against the Open Mobile Alliance for any breach of its obligations hereunder, Participant agrees that the sole and exclusive remedy for any and all such actions brought by Participant against the Open Mobile Alliance shall not exceed in the aggregate ten thousand US dollars ($10,000 USD). 11. TERM This Agreement shall continue from the date last written below until 18:00 GMT on December 31, 2021 or until superseded by another non-disclosure agreement between the Open Mobile Alliance and Participant, provided, however, the obligations of confidentiality under this Agreement shall cease to apply to each item of Confidential Information five (5) years after such item of Confidential Information has been given, disclosed, required or supplied at or for the purposes of an Event. 12. GOVERNING LAW This Agreement will be governed by the laws of England without reference to conflic<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>essors and assigns, any of its present or future corporate parents, subsidiaries, and organizations controlled by, controlling or under common control with such Party. Each of the Parties may be the ”Disclosing Party” and the other party will be deemed to be the ”Receiving Party”. RECITALS A. The Parties intend to enter into discussions regarding a potential future business relationship; and B. In order to facilitate those discussions the Parties may wish to disclose to each other certain Confidential Information (as herein defined). THEREFORE, it is agreed as follows: 1 Definitions and Interpretation 1.1 1.1 In this Agreement: Confidential Information means:- (a) information relating to the Disclosing Party regarding its business, partners, customers or financial affairs (including details relating to any software the copyright in respect of which is vested in the Disclosing Party) which is obtained by the Receiving Party, either before or after this undertaking is entered into and either in writing or orally from or pursuant to the discussions with the Personnel of the Disclosing Party; (b) those portions of analyses, compilations, studies, reports and other documents prepared by the Disclosing Party which contain or otherwise reflect or are generated from any such information as is specified in paragraph (a) above; (c) information of a commercially sensitive nature relating to the Disclosing Party obtained by observation during any visits to the Disclosing Party’s premises but subject always to the proviso set out in clause. Disclosing Party means the Party whose Confidential Information is disclosed to the Receiving Party Personnel means any and all staff, employees, directors, officers and professional advisors of a Party Purpose means any and all discussions and negotiations relating to a potential agreement between the Parties hereto as more particularly set out in Recital (A) Receiving Party means the Party who is in receipt of Confidential Information 2 The Commitment 2.1 In consideration of each Party agreeing to supply the other Party with Confidential Information for the Purpose, and in consideration of the mutual undertaking<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained. 2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets. 2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safekeeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information. 4 Limited internal dissemination 4.1 A Receiving Party shall only disclose or reveal any Confidential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to fulfil the Purpose. 4.2 Prior to the disclosure of any Confidential Information to any such Personnel, the Receiving Party shall inform them of the confidential nature of the material and of the provisions of this confidentiality undertaking and obtain written confirmation of their acceptance of these terms. 5 Non-disclosure to third parties 5.1 Save as otherwise permitted herein, a Receiving Party shall not, and shall procure that its Personnel do not, at any time without the Disclosing Party’s prior written consent: (a) disclose the Confidential Information to any third party, either directly or indirectly; or (b) disclose to any person: - (i) the fact that discussions or negotiations are taking place between the Parties; (ii) the content of any such discussions or negotiations; (iii) any of the terms, conditions or other facts with respect to the Purpose; or (iv) that Confidential Information has been requested or received, unless required to do so by law or by the order or ruling of a Court or tribunal or regulatory body or recognised stock exchange of competent jurisdiction, in which case, if the Receiving Party is required to disclose such Confidential Information it shall, unless prohibited from doing so, notify the Disclosing Party promptly in writing of that fact and, in any event, prior to making such disclosure. 6 Discussions through authorised representatives only 6.1 It is understood that all commu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 (this "Agreement") is made and entered into as of the 31st day of July, 1997, by and between Roland W. Samples ("Samples"), W<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>yndham Hotel Corporation, a Delaware corporation (the "Acquiror"), and ClubHouse Hotels, Inc., a Kansas corporation (the "Target Company"). RECITALS A. Pursuant to the Agreement and Plan of Merger dated as of July, 21 1997 among the Target Company, the Acquiror, WHC Acquisition Corporation, a Delaware corporation ("MergerSub"), Samples and David H. Aull (the "Merger Agreement"), the parties have agreed to the merger of MergerSub with and into the Target Company (the "Merger") and certain <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 changes thereto, whether made by the Discloser or the Recipient. 4.2. The Recipient shall not use the name or any trademark of the Discloser in any manner, including, without limitation, in any press release or other advertising materials of the Recipient or any of its affiliates, without the prior written consent of the Discloser, which consent may be rejected or withdrawn at the Discloser’s sole discretion. For the removal of doubt, an Authorization to Use Corporate Logos shall constitute written consent. 4.3. Each Party represents and warrants to the other Party that it has the legal power and authority to enter into and perform under this Agreement. 4.4. Nothing contained in this Agreement shall be construed as creating any obligation or any expectation on either Party to enter into a business relationship with the other Party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the Parties, it being understood that the Parties are independent contractors vis-à-vis one another. Except as specified herein, no Party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other Party hereto. 5. Equitable Relief. The Recipient agrees that, in the event of any breach of any provision hereof, the Discloser may, or will, not have an adequate remedy in money o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r damages. The Recipient therefore agrees that, in such event, the Discloser shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction. Such injunctive relief will in no way limit the Discloser’s right to obtain other remedies available at law or in equity. No failure or delay by the Discloser hereto in enforcing any right, power or privilege created hereunder shall operate as an implied waiver thereof, nor shall any single or partial enforcement thereof preclude any other or further enforcement thereof or the enforcement of any other right, power or privilege. 6. Entire Agreement. This Agreement consists of the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements with respect hereto. This Agreement may not be modified except by written instrument signed by a duly authorized representative of each party hereto. 7. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned in whole or in part by either Party except by express written consent by a duly authorized representative of the other Party, provided that HACCPCanada may assign this Agreement in conjunction with a sale of its business as a going concern. 8. Governing Law. This Agreement will be governed by, and construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. 9. Severability. In the event that any covenant, condition, term, restriction or other provision contained in this Agreement, or any portion thereof, shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision or portion shall be fully severable from this Agreement and the other provisions hereof will remain in full force and effect and will be liberally construed to carry out the provisions and intent hereof. 10. Term and Survival. 10.1. This Agreement will commence upon the Effective Date and terminate on the expiry or termination of any engagement in relation to the Subject Matter between the Parties. Upon termination or expiry of this Agreement, the Recipient (i) will cease to use the Confidential Information received from the Discloser, (ii) within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all original Confidential Information thereof then in its possession or control, (iii) if the Discloser requests in writing, within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all copies of the Confidential Information requested by the Discloser, (iv) if no request from the Discloser has been received within thirty (30) days of the termination or expiry of this agreement for the return of any copies of the Confidential Information, will destroy all copies thereof then in its possession or control and (v) upon the written request of the Discloser, will furnish the Discloser with written certification of such destruction. 10.2. The obligations of confidentiality and restricted use contained herein will survive for a period of five (5) years from the date of receipt of any Confidential Information from the Discloser under this Agreement. 11. Counterparts. This Agreement may be executed by facsimile or other electronic means, in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first set forth above. HACCPCanada Foodsafety Inc. Enter Company Name Chief Executive Officer Enter Signor Name Enter Signor Title<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t be an adequate remedy for any breach by it of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights and remedies that the Company might have, the Company shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement without the requirement of posting a bond. Recipient agrees that the Company shall be entitled to an award of its reasonable attorneys’ fees, expert fees and costs if it prevails in any action to enforce this Agreement. 9. This Agreement shall be governed and construed under the laws of the State of Washington. Recipient irrevocably consents and submits to the exclusive and mandatory jurisdiction of the state courts sitting in Skagit County, Washington or the U.S. District Court for the Western District of Washington, and agrees that any action, suit or proceeding in connection with this Agreement shall be brought only in such courts to the exclusion of all other courts, other than actions to enforce judgments or orders entered in said courts. 10. If any provision of this Agreement or compliance by any of the Parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the Parties. 11. This Agreement sets forth the complete and exclusive agreement of the Parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement is not, however, intended to limit any rights that the Company may have under trade secret, copyright, patent or other laws that may apply to the subject matter of this Agreement. 12. This Agreement shall bind Recipient and its successors and assigns, and will benefit the Company and its successors and assigns. By entering into this Agreement, the Company shall not be deemed to have waived any other rights or remedies it may have in law or equity. JANICKI INDUSTRIES, INC. [RECIPIENT] By By Name Name Title Title<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y registered or certified mail (postage prepaid and return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed: If to Buyer or Hittite: Hittite Microwave Corporation 20 Alpha Road Chelmsford, MA 01824 Attention: William W. Boecke, Chief Financial Officer Facsimile: (978) 250-3373 with a copy to: Foley Hoag LLP World Trade Center West 155 Seaport Boulevard Boston, MA 02210 Attn: Robert W. Sweet, Jr., Esq. Facsimile: (617) 832-7000 If to the Company or Simtek: Simtek Corporation 4250 Buckingham Drive Suite 100 Colorado Springs, CO 80907 Attention: Harold Blomquist, President & CEO Facsimile: (719) 531-9481 with a copy to: Holme Roberts & Owen LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203 Facsimile: (303) 866-0200 10. Construction of Agreement. A reference to a Section shall mean a Section in this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>11. Entire Agreement, Assignability, etc. This Agreement and the Asset Purchase Agreement and the documents and<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>arty that it has complied with section 5.3. 6. REMEDIES 6.1 Each Party acknowledges that monetary damages would be inadequate to protect the other Party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the other Party, agrees to the granting of injunctive relief in favour of the other Party without proof of actual damages. 6.2 The Receiving Party shall indemnify the Disclosing Party against any loss or damage suffered by the Disclosing Party as a result of the failure of the Receiving Party or such other persons who are disclosed Confidential Information under this Agreement to comply with the terms of this Agreement. 7. COSTS AND EXPENSES 7.1 Each Party shall pay its own costs and expenses incurred in connection with this Agreement. 8. NOTICES 8.1 All notices required pursuant to this Agreement shall be in writing delivered by personal service or commercial carrier to: If to Compa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny: If to Contractor: 8.2 Should either Party change its address while the Agreement is in effect, it is the obligation of that Party to provide notice to the other Party, in writing, of its new address and the date the new address is effective prior to changing its address. 9. GENERAL PROVISIONS 9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. 9.2 This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess. 9.3 Neither Party's failure or delay in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. 9.4 Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, or otherwise dispose of any right, title or interest in all or part of this Agreement, including assignment by operation of law or otherwise, without such consent. Either Party may grant or withhold consent in its sole discretion. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of any permitted successor of either Party. 9.5 To the extent that any statute, regulation or other legislation applies to the Confidential Information, the Parties shall comply with same. 9.6 If any provision of this Agreement is held to be invalid, void, or unenforceable by any court of competent jurisdiction, that holding shall not affect the validity or enforceability of the remaining provisions of this Agreement. 9.7 This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements and conduct, whether written or oral. 9.8 This Agreement shall be governed by and interpreted under the laws of the Province of Alberta and the Parties consent to the exclusive jurisdiction of the courts of the Province of Alberta for all disputes arising out of this Agreement. 9.9 This Agreement shall only be amended in writing and signed by authorised representatives of both Parties. This Agreement has been executed by the duly authorised representatives of the Parties, effective as of the Effective Date and may be executed and delivered electronically and in any number of counterparts, each of which shall be deemed an original and all of which taken together shall con<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>om the other party only for the purpose of the servicing or protection of its interests in respect of the L<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>oans, the Credit Agreement and the Loan Documents (each as defined in the Credit Agreement). No other rights, and particularly licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under the Credit Agreement or this Agreement or by the conveying of Proprietary Information between the parties. Each party agrees that the other may disclose Proprietary Information received by it to its Affiliates, employees not permitted under the Credit Agreement and agents, subject to the terms of this Agreement. 4. Reproduction. Proprietary Information supplied is not to be reproduced in any form except as required to accomplish the intent of this Agreement. 5. Duty of Care. All Proprietary Information must be retained by the Recipient in accordance with its customary procedures for handling confidential information of this nature and disclosed only to the Recipient's Affiliates or employees (or , attorneys, accountants and agents who have a non-disclosure obligation at least as restrictive as this Agreement) who need to know such information for purposes of the servicing or protection of its interest in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined under the Credit Agreement) and the transactions contemplated thereby and to such third parties as the Discloser has consented to by prior written approval. In addition, the Recipient must provide the same care to avoid disclosure not permitted under the Credit Agreement or unauthorized use of the Proprietary Information as it provides to protect its own similar proprietary information. 6. Ownership. All Proprietary Information, unless otherwise specified in writing, (a) remains the property of the Discloser, and (b) must be used by the Recipient only for the purpose stated herein. Upon termination of this Agreement, all copies of written, recorded, graphical or other tangible Proprietary Information must either be returned to the Discloser, or destroyed (i) after the Recipient's need for it has expired or (ii) upon the request of the Discloser. At the request of the Discloser, the Recipient will furnish a certificate of an officer of the Recipient certifying that any Proprietary Information not returned to Discloser has been destroyed. 7. Right to Disclose. Each party warrants that it has the right to disclose all Proprietary Information which it will disclose to the other party pursuant to this Agreement, and each party agrees to indemnify and hold harmless the other from all claims by a third party related to the wrongful disclosure of such third party's information. Otherwise, neither party makes any representation or warranty, express or implied, with respect to any Proprietary Information. Neither party is liable for indirect, incidental, consequential, or punitive damages of any nature or kind resulting from or arising in connection with this Agreement. 8. Right to Enjoin Disclosure. The parties acknowledge that a Recipient's unauthorized disclosure or use of Proprietary Information may result in irreparable harm. Therefore, the parties agree that, in the event of violation or threatened violation of this Agreement, without limiting any other rights and remedies of each other, a temporary restraining order and/or an injunction to enjoin disclosure of Proprietary Information may be sought against the party who has breached or threatened to breach this Agreement and the party who has breached or threatened to breach this Agreement will not raise the defense of an adequate remedy at law. 9. Disclosure to Third Parties. All media releases and pubic announcements or disclosures by either party relating to this Agreement, its subject matter or the purpose of this Agreement are to be coordinated with and consented to by the other party in writing prior to the release or announcement. 10. No Partnership or Joint Venture Formed. The e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>www.kissthismakeup.com – jennamarie@kissthismakeup.com NON DISCLOSURE AGREEMENT This Non Disclosure Agreement (this "Agreement") is made effective as of , (the "Effective Date"), by and between Jenna Marie Streitenfeld (the "Owner"), of Kiss This Makeup, LLC located at 2342 Vintage DR<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, Lighthouse Point, FL 33064, (the "Recipient"), of , , , (address of "Recipient"). The Owner is the President/CEO engaged in building professional relationships, maintaining a clientele, and providing beauty services in all multi media. The Recipient is a freelancer makeup artist or hair stylist providing their services for Kiss This Makeup, LLC. Information will be disclosed to the recipient in order to provide the best quality of service. The Owner has requested that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows. I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. A. "Confidential Information" includes without limitation: - business records and plans - financial statements - customer lists and records - trade secrets - products - inventions - product design information - pricing structure - discounts - costs - computer programs and listings - copyrights and other intellectual property and other proprietary information. B. "Confidential Information" does not include: - matters of public knowledge that result from disclosure by the Owner; - information rightfully received by the Recipient from a third party without a duty of confidentiality; - information independently developed by the Recipient; - information disclosed by operation of law; - information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential. II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows: A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner. B. No Copying/Modify<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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/CONFIDENTIALITY AGREEMENT THIS AGREEMENT effective the day of , 2013. BETWEEN: HER MAJESTY THE QUEEN in right of the Province of Nova Scotia, as represented by the Minister of Finance OF THE FIRST PART -and- HALIFAX REGIONAL MUNICIPALITY, as represented by the Chief Administrative Officer OF THE SECOND PART WHEREAS the Province of Nova Scotia (the “Province”) and Halifax Regional Municipality (the “HRM”) hereinafter referred to as the “Receiving or Disclosing Party” or “Parties”, may be facilitating the potential transaction of business related to the provision of SAP Services by the Province to the HRM where each Party may disclose certain confidential information to each other. AND WHEREAS each Party wishes to ensure that the other treats this information in the strictest confidence. NOW THEREFORE in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. The confidential, proprietary and trade secret information of the Disclosing Party (hereinafter "Confidential Information") provided hereunder is any and all information, in whatever form (including electronic data) that will be disclosed to facilitate the potential transaction of business (related to the provision of SAP Services to HRM) between the Parties, including, but not limited to, portions or parts of the November 1, 2012 Agreement (including any schedules or appendices) between the Province of Nova Scotia and IBM, each Party's disclosure of intellectual property, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products, documents and services, research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, licensing, sales or service customer lists, business forecasts, sales and merchandizing, and marketing plans and information. For purposes of this Agreement confidential, proprietary and trade secret information of the Province’s SAP Service Provider or any other Province’s Service Provider, any parent company, subsidiary or affiliate of the Disclosing party shall be considered Confidential Information of the Disclosing Party for purposes of this Agreement. 2. The term Confidential Information shall not include information, which is: (a) in the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> public domain other than by a breach of this Agreement by the Receiving Party; or (b) rightfully received from a third party with no duty of confidentiality; or (c) rightfully known to the Receiving Party without any limitation on use or disclosure prior to its receipt from the Disclosing Party; or (d) independently developed by employees, agents or consultants of the Receiving Party; or (e) generally made available to third parties by the Disclosing Party without restriction on disclosure. 3. The Receiving Party agrees that Confidential Information shall be used only for the purposes of facilitating the business relationship between the Parties. Additionally, subject to section 4 below, the Receiving Party shall not disclose Confidential Information to any third party without the prior written approval of the Disclosing Party. The Receiving Party shall maintain the Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own similar categories of confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The Receiving Party shall not make any copies of Confidential Information except as necessary to perform hereunder. Each Party shall be responsible for any breach of this Agreement by such Party, its employees, agents, officials, representatives or consultants acting within the scope of their engagement or employment. 4. The HRM acknowledges and agrees that the Province may disclose the Confidential Information received from the HRM to its external or internal auditors, as well as the Province’s SAP Service Provider or Province’s other service providers for the purpose of provision or extension of the SAP Services to HRM. 5. The Receiving Party will adhere to all Canadian export laws, rules and regulations, and will not export or re-export any technical data or products received from the Disclosing Party, nor will the receiving party export or re-export the associated products of such technical data, to any restricted country and/or to any company, individual or government entity listed in the Table of Denial Orders published from time to time by the Canadian Government (called denied persons). 6. This Agreement will be effective as of the date of this Agreement, but will apply to any Confidential Information disclosed to the Receiving Party from the Disclosing Party prior to such dat<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Bacon Business Group Buyer Confidential Non-Disclosure Agreement Broker Disclosure Our agreement with the Seller requires that we obtain a Non-Disclosure and evidence of financial ability before disclosing the name and location of his/ her business. This information will be kept confidential. In consideration of the broker, ("Broker") providing the information on businesses for sale, I/we understand and agree: 1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners. (b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) "Information" as used in this Agreement shall include the fact that the businesses are for sale, plus any other data provided. (c) Not to contact the business owners or their landlords, employees, suppliers or customers except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease of any business presented by Broker will be conducted exclusively through Broker. (d) Notto circumvent or interfere with Broker's contract with the Seller in any way, I/we understand that if I/we interfere with Broker's contract right to its fee from Seller, I/we may be personally liable to Broker for payment of the Seller's fee. We understand that should I/we become a manager or other<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>wise connect with any of the businesses shown or offered to me/us for sale, or should I/we buy, trade, lease or exchange any of the businesses disclosed to me/us, then a fee will be due to Broker. I/we understand that if I/we make the purchase through Broker, I/we will not be liable for the fee to be paid by Seller to Broker. 2. That all information regarding businesses for sale is provided by the Seller or other sources and is not verified in any way by Broker. Broker has no knowledge of the accuracy of said information and makes no warranty, express or implied, as to the accuracy of such information. Understanding that I/we shall make an independent verification of said information prior to entering into an agreement to purchase any business. I/we agree that Broker is not responsible for the accuracy of any of the information I/we receive or fail to receive, and I/we agree to indemnify and hold Broker and its agent harmless from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to me/us with respect to any business I/we might purchase. 3. That should I/we enter into an agreement to purchase a business, I/we will provide a financial statement and a personal and business history, and I/we authorize the Seller to obtain through standard reporting agencies financial and credit information about me/us or the companies I/we represent. 4. That Broker is not an agent for me/us, butis an agent for the Seller and has a contract providing for a fee to be paid to Broker by Seller upon sale, trade, lease, or transfer of Seller's business or property. 5. I/we acknowledge that we will receive confidential information about the Seller's business, operations, customers, and employees and agree not to start a business similar 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|>Haldex Non-disclosure Agreement May 2015. REG NO: HDX4-51-130 This non-disclosure agreement (the “Agreement”) is entered into by and between , with company registration number , address at and fax number hereinafter referred to as “Haldex”, and , with company registration number , address at and fax number hereinafter referred to as the Supplier. Haldex and Supplier are hereinafter jointly referred to as Parties and individually as Party. 1. Purpose Haldex and the Supplier will evaluate the possibility t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>o enter into an agreement regarding . For this purpose, the Parties need to exchange Confidential Information. 2. Confidential Information 2.1 Confidential Information shall mean: i) all technical, financial and business information disclosed by one Party to the other Party or by another Haldex Group entity to the Supplier including, but not limited to, documents, data, information, prototypes or components relating to devices, methods, materials, apparatus, designs, research, yields and specifications; and ii) information relating to the existence of t<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> affiliates, subsidiaries and affiliated companies; (iv) trade secrets; plans for products or services, and customer or supplier lists; (v) any other information that should reasonably be recognized as Confidential Information by the Discloser. 1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected. 1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Recipient of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication. 1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of the Discloser has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information. 1.5 Notwithstanding the aforementioned Confidential Information shall exclude information that: (i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser; (iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Recipient (not through fault or failure to act by the Recipient); (iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser. 2. Purpose of the Disclosure of Confidential Information The Discloser and Recipient will enter on discussions regarding future collaboration toward European Funded Project in the field of [….] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the Recipient] for the purpose of [identify the undertaking intended to perform or achieve]. 3. Undertakings of the Recipient 3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser. 3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient will use the Confidential Information exclusively for the pe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ained through great efforts and shall be regarded and kept as Confidential Information. 1.5 For the purposes of this Agreement, the Party which discloses Confidential Infor-mation within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Infor-mation shall be regarded as the Receiving Party. 1.6 Notwithstanding the aforementioned, Confidential Information shall exclude infor-mation that: (i) is already in the public domain at the time of disclosure by the Disclosing Par-ty to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and un-der no obligation of confidence to the Disclosing Party; (iv) becomes publicly available by other means than a breach of the confidential-ity obligations by the Receiving Party (not through fault or failure to act by the Receiving Party); (v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Infor-mation pertaining to the Parties. 2. Purpose of the Disclosure of Confidential Information The Parties will enter into discussions regarding future collaboration toward a European Funded Project in the field of [….] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the other Party or Parties] for the purpose of [identify the undertaking intended to perform or achieve]. 3. Undertakings of the Parties 3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated be-tween the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party. 3.2 The Receiving Party will not disclose and will keep confidential the information re-ceived, except to its empl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>oyees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Receiving Party will be responsible for ensuring that the obliga-tions of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Receiving Party will use the Confidential Information exclusively for the permit-ted purpose stated in clause 2 and not use the<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance on such information for so long as the information remains material and non-public and agree to comply with such securities laws. 7. Standstill. You hereby agree that, from and after the date of this Agreement and until the earliest of (i) two years after the date on which discussions concerning the possibility of the Possible Transaction have terminated, (ii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates a merger, consolidation, tender offer, exchange offer or similar business combination, (each, a “Merger”), unless it can be determined based on publicly available information at the time of announcement of such agreement that such Merger would result in the Seller’s stockholders immediately prior to the Merger holding, immediately following such Merger, directly or indirectly, at least 50% of the voting equity securities of either the entity resulting from such Merger or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of all of the outstanding voting equity securities of such entity surviving the Merger, (iii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates the sale of greater than 50% of the assets of Seller or the acquisition of greater than 50% of any shares of any class of securities by Seller by tender offer, exchange offer or otherwise (each of the events listed in clauses (ii) and (iii), a “Change of Control Event”), (iv) the date on which the Seller publicly announces that it is conducting a process contemplating a Cha<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nge of Control Event and (v) the date on which the parties enter into any definitive agreement contemplating a Change of Control Event, neither you nor any of your Representatives will in any manner, directly or indirectly, (a) effect, seek, offer or propose (whether publicly or otherwise), 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, (1) any acquisition of beneficial ownership of any securities or assets of the Seller (other than with respect to any acquisitions in the ordinary course for passive investment purposes of up to an aggregate of 1% of the outstanding securities of any class of the securities of the Seller); (2) any tender or exchange offer, merger or other business combination involving the Seller; (3) any recapitalization, restructuring, liquidation, dis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 1232g) applicable to student records and information from student records. VENDOR further acknowledges that UNIVERSITY’S willingness to disclose Confidential Information to VENDOR is predicated on VENDOR entering into committing to abide by the terms of this Agreement and all applicable privacy laws. 2. Nondisclosure. VENDOR, its employees, agents, contractors, and subcontractors shall use the Confidential Information solely in connection with performance by VENDOR of the services provided to UNIVERSITY and for no other purpose. Neither VENDOR nor any of its employees, agents, contractors, or subcontractors shall sell, release, transfer, reprint, duplicate, recreate, disclose or permit the disclosure to any other person or entity of any of the Confidential Information or of any files, compilation, study, report, or analysis or data base containing, based on, or derived from the Confidential Information without the express written consent of UNIVERSITY and in full compliance with applicable state and federal privacy laws. VENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, or its personnel, for any notifications to affected persons (after prompt consultation with UNIVERSITY), and to the extent requested by UNIVERSITY, administratively responsible for such notification. 3. Disclosure Sought Under Legal Process. VENDOR shall immediately notify UNIVERSITY in writing of any subpoena, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 4. Return of Materials. Upon request of UNIVERSITY at any time VENDOR shall return all or such part of the Confidential Information as UNIVERSITY may designate to be returned. In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. 5. Loss of Access. VENDOR’S disclosure of Confidential Information to third parties without UNIVERSITY’S authorization, or VENDOR’S failure to return or destroy Confidential Information per Provision 4, above may result in the UNIVERSITY or the U.S. Department of Education denying VENDOR access to Confidential Information for a period of at least five years. 6. Immediate Notice. VENDOR shall give UNIVERSITY immediate notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR, or its employees, agents, contractors, or subcontractors of their obligations under this Agreement, upon learning of same. 7. Appropriate Forum. VENDOR and UNIVERSITY agree that this Agreement is entered into in the State of Arkansas and that the legal forums located in the State of Arkansas are the appropriate forums in the event any party seeks legal action or injunctive relief under this Agreement. Both parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas. 8. Termination. This Agreement shall su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rvive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 9. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 10. Entire Agreement Amendments. This Agreement is intended as the com<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 A TERMS AND CONDITIONS FOR NON-DISCLOSURE AGREEMENT These Terms and Conditions (“Terms and Conditions”) are attached to and incorporated into a Non-Disclosure Agreement (“NDA”). All Section number references in these Terms and Conditions shall be references to provisions in these Terms and Conditions unless explicitly stated otherwise. Background Disclosing Party or Disclosing Parties identified in the NDA own rights in such Party’s Confidential Information. Each Disclosing Party considers it desirable to make Party’s Confidential Information available to Receiving Party or Parties for pursuing the Purpose identified in the NDA, subject to the terms and conditions hereof. 1. Definitions. “Agreement” means collectively (i) these Terms and Conditions, and (ii) the NDA. “Agreement Term” means the period identified as such in Section 3 of the NDA. “Confidential Information” means any non-public information of a Disclosing Party described in Section 4 of the NDA which is maintained as confidential, including as examples, biological materials, computer source codes, diagrams, electronic files, invention disclosures, patent applications, technical and scientific information, research data, draft publications, technical reports, research plans, business plans, financial reports, projections, and so forth, but excluding however any information which Receiving Party can establish by competent written proof (a) was in the public domain as of the Effective Date or comes into the public domain during the term of the Agreement through no fault <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>of Receiving Party; (b) was known to Receiving Party prior to the Effective Date and was not acquired, directly or indirectly, from a Disclosing Party or from a third party under a continuing obligation of confidentiality or limited use; (c) was independently developed by Receiving Party without substantive knowledge of or assistance from the Confidential Information; or (d) was lawfully disclosed to Receiving Party from a third party who did not require Receiving Party to hold it in confidence or limit its use and who did not acquire it, directly or indirectly, from Disclosing Party under a continuing obligation of confidentiality. “Confidentiality Term” means the period identified as such in Section 3 of the NDA. “Contact Person” means the person designated by a Party as responsible for that Party’s receipt and/or delivery of Confidential Information as indicated in Section 2 of the NDA. “Disclosing Party” means each Party that is identified as such in Section 4 of the NDA. “Effective Date” means the date identified as such in Section 3 of the NDA. “Parties” means the entities identified as the Parties in Section 1 of the NDA; and “Party” means any one of the Parties. “Purpose” means the reason that the Parties wish to enter into the Agreement as set forth in Section 3 of the NDA. “Receiving Party” means each Party that receives Confidential Information from a Disclosing Party. “US Export Controlled Information” means information subject to export control by the U.S. govern<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Trade Secrets and any other similar information and data set forth in this Agreement and the Master Distributorship Agreement are not divulged or disclosed to any unauthorized person. 7. License and Use of Marks. Company hereby grants to Master Distributor, during the term of this Agreement only, the non-exclusive, royalty-free limited right and license to use the Marks only in connection with the performance of Master Distributor's duties and obligations under this Agreement and under the Master Distributorship Agreement. Master Distributor agrees not to use the Marks in connection with any other business, products or services. Master Distributor agrees not to use the Marks, or any of them, or any confusingly similar name or symbol, in whole or in part, as part of Master Distributor's business or trade name. The Parties shall mutually approve all promotional material used by Master Distributor in connection with the distribution and marketing of the Products to ensure that Master Distributor properly uses the Marks. 8. Protection Against Infringement. Master Distributor agrees to cooperate fully with Company to protect company's proprietary rights in the Intellectual Property, yet acknowledges and agrees that Company shall have the sole right, opportunity and duty to protect the Intellectual Property from legal action or suit for infringement thereof, and Master Distributor shall not respond, contest, settle, or otherwise conduct any proceedings or handle any claims without prior consultation with and written approval from Company, unless a response is necessary to avoid compromising the rights of Company in such proceedings or with regard to such claims. 9. No Registration without Notice. Master Distributor agrees it will not, without the prior written consent of Company, directly or indirectly register, apply for registration, or attempt to acquire any legal protection for any of the Intellectual Property or the Products or any proprietary rights therein, or take any other action which may adversely affect Company's right, title, or interest in or to the Intellectual Property or the Products in any nation or state within the Territory. 10. No Challenges. Master Distributor shall not challenge, directly or indirectly, the right, title, and interest of Company in and to the Proprietary Information, Intellectual Property and Products, nor the validity or enforceability of Company's claimed rights therein under the laws of any nation or state within the Territory. 11. No Warranty of Intellectual Prop. Company expressly disclaims and makes no warranty, promise or representation that the Intellectual Property does not infringe upon the proprietary rights of third parties under the laws of the nations and states in the Territory. 12. Termination upon Breach. Master Distributor acknowledg<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>es that in the event of a breach by Master Distributor of its obligations under this Agreement or the Master Distributorship Agreement, Company may immediately terminate this Agreement and the Master Distribution Agreement without liability and may bring appropriate legal action to enjoin any breach of this Agreement, and shall be entitled to recover from Master Distributor legal fees and costs in addition to other appropriate legal and equitable relief in any nation or state within the Territory. 13. No Recourse for Loss Caused by Intellectual Property. Master Distributor shall have no recourse against Company for any loss, liability, damages or costs which may at any time be suffered or incurred by Master Distributor by reason of, or in reliance upon, any of the Intellectual Property furnished hereunder by Company, or by reason of any suit or proceeding against Master Distributor on account of any Intellectual Property, or by reason of the defense of any such suit or proceeding, unless such loss, liability, damages or costs are caused by gross negligence or fraud of Company. 14. Covenants/Severability. Master Distributor recognizes and agrees: (i) that the covenants and agreements contained in Sectio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>relationship, venture, teaming or partnership relationship among the parties. Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information disclosed by it. Section 6. Reproduction and Return of Confidential Information. The Receiving Party will not reproduce the Confidential Information except as reasonably necessary for purposes of the Evaluation. If the Receiving Party reproduces all or any part of any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof. At the request of the Disclosing Party, the Receiving Party will either return to the Disclosing Party or destroy all Confidential Information and any reproductions thereof. The authorized officer of the Receiving Party that is responsible for such return or destruction shall deliver a written certification to the Disclosing Party of such return or destruction. The Receiving Party’s obligations under Sections 2 and 3 will survive any return or destruction of Confidential Information. Section 7. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Section 8. Competition; Independent Product Development Not Affected. The parties hereto acknowledge that they may compete in certain lines of business. Nothing herein shall be construed to prevent the parties from continuing to so compete or from continuing to carry out their respective plans and objectives, provided that the parties comply with the terms of this Agreement. Further, the terms of this Agreement shall not be construed to limit either party's right to independently develop or acquire products, functionality or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this Agreement. In addition, each party agrees that any demonstration, description, or disclosure of its product<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s, services, or methods to the other party, including but not limited to any functionality of its products, services, or methods (“Product Information”), is not, and will not be considered, Confidential Information hereunder (other than with respect to the non-disclosure obligations contained herein). Each party further agrees that any demonstration, description, or disclosure of Product Information to the other party will not form the basis for any action by the Company against ADP, or ADP against the Company, for breach of this Agreement ((other than with respect to the non-disclosure obligations contained herein), breach of contract, or misappropriation of trade secrets. Section 9. No Implied License. Except as otherwise provided herein, nothing in this Agreement shall be deemed to constitute an implied license in favor of either party to any proprietary rights of the other party, including, without limitation, any patents, copyrights, trademarks or trade secret information. Each party agrees not to use any trade name, service mark, or trademark of the other party or refer to the other party in any promotional activity or material without first obtaining the prior written consent of such party. Section 10. Attorney-Cl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>volent in writing whether or not it wishes to have the right to resell such New Products. If ABCO elects to resell such New Products, Evolent and ABCO agree to negotiate in good faith on an exclusive basis for one hundred twenty (120) days the terms of a reseller agreement, under which ABCO would be the exclusive distributor (in addition to Evolent) of such New Products. 8. CONFIDENTIALITY. 8.1 Confidential Information: ABCO acknowledges that in connection with its rights and obligations under this Agreement it may gain access to the Confidential Information of Evolent and its customers and Affiliates.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Evolent acknowledges that in connection with its rights and obligations under this Agreement, it may gain access to the Confidential Information of ABCO and its customers and Affiliates. 8.2 Non-Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, includi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y other 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 request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same. 3. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 4. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. (b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided "AS IS" without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party's use of or inability to use such software and/or hardware. (c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/. (d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Pa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rty, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents. (e) This Agreement constitutes the entire agreement between the parties with respect to the sub<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>graphic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information. 2. Disclosure of Confidential Information 2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to ac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cept and hold such Confidential Information in accordance with the provisions of this Agreement. 2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider. 4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation. 4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations. 4.4. The Provider shall employ at all times administrative and tech<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION, NON-DISCLOSURE, BROKERAGE AND WORKING AGREEMENT This Non-Circumvention, Non-Disclosure, Brokerage and Working Agreement (this “Agreement”) is made and entered into by Monnit Corp., a Utah Corporation (“Monnit”) and iMetrik M2M Solutions Inc., a Nevada Corporation (“Receiving Party”) as of February 12, 2012. RECITALS WHEREAS, Monnit possesses certain information relating to third party business opportunities (“Business Sources”) not known by Receiving Party; WHEREAS, the Receiving Party is interested in entering into business transactions with such Business Sources; and WHEREAS, Monnit and Receiving Party wish to enter into this agreement to define certain parameters of their future legal obligations. AGREEMENT NOW, THEREFORE, in consideration of mutual promises contained herein and other good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually and voluntarily agree as follows: 1. Business Source Identification. Monnit will identify certain Business Sources not known by Receiving Party which shall be set forth on Exhibit A, attached hereto and incorporated herein. Within 10 days of identifying a Business Source, Monnit shall amend Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party. The Receiving Party shall have 2 business days to object to the amendment to Exhibit A by providing documentation that evidences Receiving Party's prior relationship with the Business Source added to Exhibit A. If Receiving Party fails to object or provide evidence documenting Receiving Party's prior relationship with the Business Source, the revised Exhibit A shall be deemed automatically amended and incorporated into this Agreement. 2. Non-Solicitation; Non-Circumvention. Neither the Receiving Party nor any of its agents shall, in any manner access, contact, solicit or conduct any business with a Business Source that has been made available by and through Monnit. The Receiving Party shall not in any way whatsoever circumvent or attempt to circumvent Monnit and shall not enter into direct or indirect offers, negotiations or transactions with a Business Source revealed by Monnit. 2. Non-Disclosure. The parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose information pertaining to the Business Sources as permitted by Monnit, unless agreed and granted an expressed written permission of Monnit. 3. Broker Relationship. The parties agree that Monnit is acting solely as a broker in bringing interested parties together to conduct business. As such, Monnit shall be entitled to compensation for such business. Compensation shall be negotiated separately and through a subsequent agreement by the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Receiving Party and Monnit. Both parties agree that any business transaction(s) between the Receiving Party and those Business Sources provided by Monnit will not be conducted without the prior agreement of Monnit’s compensation for such business transaction(s). 3. Damages. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to ten times the maximum service fees it would have realized from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation. 4. Term. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories. 5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Utah applicable to contracts executed and to be performed in the State of Utah with exception of its provisions regarding conflict of laws. 7. Binding on Successors and Assigns. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns. 8. Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by one party without the prior written consent of the other party. Any such attempt by one party without the prior written consent of the other party shall be void. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, representations, negotiations and communications oral or written, with respect to the subject matter herein. 10. Counterparts. This agreement may be signed in one or more counterparts and the parties agree that facsimile copies of this Agreement to be considered as one legal original and signatures thereon shall be legal and binding. Accepted and Agreed: On this 13 day of February, 2012. MONNIT CORP. RECEIVING PARTY By: By: MICHEL ST-PIERRE Name: Name: Michel St-Pierre Is: Its: Exhibit A Within 10 days of identifying a Business Source, Monnit shall amend this Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party. Business Source provided by Monnit: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 Date: Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] and FRODSHAM TOWN COUNCIL whose registered office is at CASTLE PARK HOUSE, CASTLE PARK, FRODSHAM, WA6 6SB (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of recommendation of future land use of the decommissioned play area on Ship Street (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force indefinitely. 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed and Delivered as a Deed by: [name of Recipient] in the presence of: Signature Signature of witness Name of witness<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>hts, marketing and operating techniques, contacts, customers, suppliers, technology and other aspects of the business of th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e Target Company and the Related Entities have been, and hereafter will be, of value to the Acquiror, the Target Company and the Related Entities and have provided, and hereafter will provide, the Acquiror, the Target Company and the Related Entities with substantial competitive advantage in the operation of their businesses; (ii) by virtue of his previous relationship with the Target Company and the Related Entities as an officer, director, shareholder and employee, he has detailed and substantial knowledge and possesses confidential information concerning the business, operations, pricing structure, customers, suppliers, personnel and competitive methods of the Target Company and the Related Entities; and (iii) he has substantial financial resources and experience in the business of owning, franchising, licensing and operating hotels <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>to the other partyʼs Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and in carrying out such relationship. The disclosing party warrants that it has the right to disclose its Confidential Information to the receiving party. Otherwise, all information is provided “as is” and without any warranty, express, implied or otherwise, regarding its accuracy or performance. 7. Independent Development. Each disclosing party understands that the receiving party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing partyʼs Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that compete with the products or systems contemplated by the disclosing partyʼs Confidential Information. 8. Term. This Agreement may be terminated at all times with a 30 daysʼ prior written notice provided, however, that the confidentiality obligations herein shall terminate years following the date of termination of this Agreement. 9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns provided that Confidential Information may not be assigned without consent of the disclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State/Territory as they apply to contracts entered into and wholly to be performed in the State/Territory of . The Federal and State courts within the State/Territory of shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. 10. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other partyʼs business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any su<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ch breach, without the necessity of proving actual damages. 11. Notices. All notices hereunder shall be sent to either party at the address and to the contact person specified bel<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion with any steps which the Disclosing Party may wish to take prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he Parties. 4. Miscellaneous 4.1 Duration and Termination 4.1.1 This Agreement will enter into force on the date on which it is signed. It will remain in force until the ILDA-care project is finalised. Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Con<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d 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 publicly-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 Comp<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>any 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 Shareholder against the Company or Purchaser, whether predicated on this Agreement, the SPA or otherwise shall not constitute a defense to the enforcement of this Agreement. d. (i) Seller, Key Personnel and Shareholder understand that the provisions of this Agreement contain restrictive covenants and prohibit the disclosure of the Proprietary Property of the Company, agree to the reasonability of said provisions, and do herewith expressly agree and acknowledge that their breach of this Agreement will not be adequately compensated by money damages. Seller, Key Personnel and Shareholder acknowledge that the restrictions contained in this Agreement are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these restrictions would cause substantial irreparable injury to the Company. Seller, Key Personnel and Shareholder acknowledge that Purchaser would not have entered into this Agreement without receiving the consideration offered by Seller and Shareholder in binding itself to these restrictions. (ii) Seller, Key Personnel and Shareholder expressly agree that in the event of any suit which may be brought by the Company for any violation of the provisions of this Agreement, any such breach or threatened breach of this Agr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Company, such other court having jurisdiction over Company, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, u<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. (c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any 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|>, or regulation of any governmental or regulatory authority in Canada relating to the collection, use, storage, and/or disclosure of information about an identifiable individual, including the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial legislation, whether or not any such information is confidential (“Personal Information”); and (c) all summaries, notes, analyses, compilations, data, studies, or other documents or records prepared by the Potential Bidder or its Representatives that contain or otherwise reflect or have been generated, wholly or partly, or derived from, any such information (“Derivative Information”). The term “Confidential Information” shall not include such portions of the Confidential Information which: (i) are, or prior to the time of disclosure or utilization become, generally available to the public other than as a result of a disclosure by you or your Representatives; (ii) are received by you from an independent third party who had obtained the Confidential Information lawfully and was under no obligation of secrecy or confidentiality; (iii) you can demonstrate were in your lawful possession before you received such Confidential Information from us; or (iv) you can demonstrate were independently developed by you or on your behalf by personnel having no access to the Confidential Information at the time of its independent development. In addition, you agree that the Company may, in its sole discretion, withhold or provide information requested by you. 2. Non-Disclosure and Restricted Use – The Confidential Information will be kept confidential by the Potential Bidder and will not, without the prior written consent of the Company or as permitted by this NDA, be disclosed by the Potential Bidder or any of its Representatives in any manner whatsoever, in whole or in part, and will not be used by the Potential Bidder or any of its Representatives, directly or indirectly, for any purpose o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther than evaluating, negotiating, and consummating a Transaction (the “Permitted Purpose”). You will not use the Confidential Information so as to obtain any commercial advantage over us or in any way which is, directly or indirectly, detrimental to us. Neither you nor any of your affiliates will alter, decompose, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder that relates to the research and development, intellectual property, processes, new product developments, product designs, formulae, technical information, patent information, know-how, or trade secrets of the Company. The Potential Bidder agrees to comply with any applicable privacy laws in respect of Confidential Information relating to individuals. The Potential Bidder recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Company if any information contained therein is disclosed to any person. 3. Storage and Records – You shall store the Confidential Information properly and securely and ensure that appropriate physical, technological, and organisational measures are in place to protect the Confidential Information against unauthorised or unintended access, use, or disclosure. You will only reproduce or take such copies of any of the Confidential Information as is reasonably necessary for the Permitted Purpose. You shall keep a record of the Confidential Information furnished to you, in any medium other than oral, and of the location of such Confidential Information. 4. Access Limited to Representatives – The Potential Bidder may reveal or permit access<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> writing, if requested by the Company or its advisors), to treat such information confidential in accordance with the agreement) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated, neither you nor your representatives shall use any of the Evaluation Materials for any purpose. In any event, neither you nor any of your representatives will use the Evaluation Materials in any way which is or may be detrimental to the Company. You will be responsible for any breach of this agreement by you or your representatives. Notwithstanding any other provision hereof, the Company reserves the right not to make available hereunder any information, the provision of which is determined by us, in our sole discretion, to be inadvisable or inappropriate or competitively sensitive. In the event that you or any of your representatives received a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r other remedy is not obtained or that the Company waives compliance with the provisions hereof, you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials. The terms of this section “Use of Evaluation Materials” shall remain in effect for 2 years from the effective date of this agreement. Non-Disclosure The disclosure of your possible interest in purchasing the Company could have a material adverse effect on the Company’s business if for any reason an agreement of purchase and sale is not consummated or a disclosure is made prior to the closing of a Possible Transaction. Accordingly, unless required by applicable law or regulatory authority, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person (including, but not limited to, any customer, employee, supplier, creditor or competitor of the Company) the fact that discussions or negotiations are taking place concerning a possible transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof, nor will you or any of your representatives make inquiry about the Company’s business to any customer, employee, supplier, creditor or competitor of the Company. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, enter into any agreement, arrangement or understanding or any discussions that any lead to such agreement, arrangement or understanding with any person (other than the Company) regarding a Possible Transaction. The term “person” as used in this agreement shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, limited liability company, association or individual. The terms of this section “Non-Disclosure” shall remain in effect for 2 years from the effective date of this agreement. Securities Law Compliance You acknowledge that the Evaluation Materials represent, in part, material, non-public information regarding the Company and its prospects. Accordingly, you acknowledge that you and your representatives understand that the securities laws of the Un<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>al reviews. Confidential Information, SSI, or PCII may be used for the sole purpose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project. If the Designated Individual must use Confidential Information, SSI, or PCII to create derivative documents for the purpose of preparing and submitting a bid for a portion of the work and/or performing work at the Project, the appropriate protective marking shall be carried forward to the derivative documents. All derivative documents shall be protected in the same manner as the original documents. 4. Representations And Warranties. The Designated Individual represents and warrants that he/she has reviewed, understands, and is familiar with the TJPA’s Document Control Procedure, the Contractor’s Document Control Procedure, and the standards for protecting Confidential Information, SSI, and PCII as set forth in the TJPA’s Document Control Procedure and as set forth in the relevant laws, regulations, and/or directives applicable to the specific categories of information to which the Designated Individual may be granted access. The Designated Individual further represents and warrants that he/she understands that the TJPA may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling, and safeguarding information under this Agreement. The Designated Individual further represents and warrants that he/she is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a person with a need to know the Confidential Information, SSI, or PCII to prepare and submit a bid for a portion of the work and/or perform work at the Project, and is fully authorized to enter into this Agreement by the Contractor. 5. Requests For Disclosure By Third Parties. If a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall immediately notify the TJPA thereof in order to permit the TJPA to investigate the circumstances, prepare any appropriate documentation, seek to quash the subpoena, to seek a protective order, or to take such other action regarding the request as it deems appropriate; and the undersigned will fully cooperate in the TJPA’s efforts in this regard. The Designated Individual, the Contractor, and its respective counsel will use their best efforts to obtain confidential treatment thereof by cooperating with the TJPA to obtain a protective order. In the absence of a protective order, disclosure shall be made of only that part of the Confidential Information, SSI, or PCII as is required to be disclosed, after advisement and consultation with the TJPA. If Confidential Information, SSI, or PCII is inappropriately disclosed, the undersigned will immediately report that fact and the circumstances to the TJPA. 6. Retention Limitations; Return Of Information. Upon the earlier occurrence of: (1) the TJPA’s written request; (2) ten (10) business days after Final Completion of the Project (or for non-successful Bidders, within ten (10) business days after the award of the Trade Work subcontract); (3) upon the conclusion of the Designa<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>stances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. Upon request the Receiving Party will provide the Disclosing Party with the identities of the Authorised Recipients who have access to the Confidential Information. 2.3 The Receiving Party shall not disclose any or part of the Confidential Information to any persons or parties, other than the Authorised Recipients, unless with the prior written consent of the Disclosing Party. Under such circumstances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. This Clause does not apply to any person who has entered into a confidentiality agreement or otherwise accepted confidentiality obligations to the Disclosing Party in respect of the Confidential Information, and for the avoidance of doubt the Receiving Party shall have no obligations whatsoever in relation to such persons. 2.4 The Receiving Party shall not make, or permit or procure any Authorised Recipient to make, any announcement or disclosure of the Project without obtaining the prior written consent of the Disclosing Party. 2.5 The Receiving Party agrees to use such reasonable measures necessary and standard of care to protect the confidentiality of the Confidential Information from any misuse or misappropriation by any party as the Receiving Party would apply to its own confidential information and agrees to notify the Disclosing Party, to the extent permitted under the law, as soon as it becomes aware of such misuse or misappropriation of the Confidential Information in which case, the Receiving Party agrees to provide such reasonable assistance to the Disclosing Party as it may require. 2.6 In the event that the Receiving Party requires copies of the Confidential Information in tangible form, it is agreed that only the necessary number of copes shall be made. 2.7 The term “Confidential Information” shall not include, and the obligations of the Receiving Party in this Agreement shall not apply to any information which: (a) prior to or after the time of disclosure, becomes public knowledge and not as a result of any breach of this Agreement by the Receiving Party; (b) is already in the possession of the Receiving Party at the time of disclosure prior to the time of disclosure; (c) was or comes into the possession of the Receiving Party from a third party who is not known to the Receiving Party to be bound by any obligations of confidentiality to the Disclosing Party in respect of such information; (d) is independently developed by the Receiving Party; (e) is disclosed pursuant to a requirement, request or order of a regulatory or governmental authority or court of competent jurisdiction or to defend or prosecute a claim brought against or by or involving the Receiving Party or its Authorised Recipients but only to the extent so required, requested or ordered provided the Receiving Party agrees to notify the Disclosing Party in writing as soon as possible upon becoming aware of such requirement; and (f) both parties agree is not confidential. 2.8 The Receiving Party will not directly or indirectly attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in any of the Disclosing Party’s products, models or prototypes which contain Confidential Information a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nd which are provided pursuant to this Agreement. 3. Return of Confidential Information 3.1 Upon request, the Receiving Party agrees to promptly return or destroy all originals and copies of any of the Confidential Information obtained from the Disclosing Party and thereafter the obligations of the Receiving Party under this Agreement shall be determined, save for the Receiving Party being liable for any antecedent breaches during the subsistence of this Agreement. 4. Term of the Agreement 4.1 This Agreement will take effect from the date of this Agreement. 4.2 This Agreement and the obligations of the parties hereunder shall terminate (i) upon the completion of the Project (if the Receiving Party is selected for the Project); or (ii) on the date falling three (3) years from the date of this Agreement or such other date as the parties may mutually agree in writing (if the Receiving Party is not selected for the Project. 4.3 Notwithstanding the termination pursuant to Clause 4.2 above the Receiving Party shall remain liable for all antecedent breaches during the subsistence of this Agreement. 5. Miscellaneous a. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understanding between the parties in relation to the Confidential Information. b. Any amendment, modification or variation to this Agreement may be made but subject to the written consent of both parties. c. This Agreement is binding upon the successors-in-title and assigns of each party provided that the Receiving Party may not assign its rights and obligation<|eot_id|> |