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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|>e Purpose (including, without limitation, any and all intellectual property, business secrets, business information, business plans, financial and pricing information, business practices, financial statements and reports, project specifications, projections, schematics and drawings, trade secrets, processes, materials, customer lists, supplier lists, sales volume, territories, markets, current, future or potential acquisitions, technical, production, operational, marketing or sales information disclosed hereunder) provided in connection therewith, regardless of form or format, provided however that Confidential Information shall not include information which the Receiving Party can establish through written records: (a) is, at the time of disclosure, readily available to the trade or the public through no fault of the Receiving Party, provided however that that where any part of such information is readily available to the trade or the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder; or (b) was rightfully in its possession prior to the disclosure of such Confidential Information to the Receiving Party by, or on behalf of, the Disclosing Party. 2. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information in any manner except as reasonably required for the Purpose. Nothing in this Agreement obligates the Disclosing Party to make any particular disclosure of Confidential Information. This Agreement shall apply to all Confidential Information regardless of its form or medium, whether conveyed orally, visually, electronically or in writing, and whether or not it is designated as "confidential". 3. The Receiving Party shall protect the Disclosing Party’s interest in the Confidential Information and shall keep the Confidential Information confidential. The Receiving Party shall not disclose, allow access to, transmit or transfer the Confidential Information to any third party without the Disclosing Party’s prior written consent, provided however that the Receiving Party may disclose the Confidential Information to those of its directors, officers and employees ("Representatives") who have a need to know the Confidential Information for the Purpose provided that the Receiving Party shall ensure that such Representatives treat the Confidential Information as confidential and at all times in a manner consistent with this Agreement and the Receiving Party shall be liable for any loss or damage resulting from any Representative failing to do so. 4. The Receiving Party shall notify the Disclosing Party promptly of any unauthorized use or possession of the Confidential Information that comes to the Receiving Party’s attention. 5. In the event that the Receiving Party is required to disclose Confidential Information pursuant to any applicable law or an order from a court of competent jurisdiction, the Rec<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eiving Party shall only disclose such portion of the Confidential Information that it is legally required to disclose, and shall use all reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. The Receiving Party shall promptly notify the Disclosing Party of the required disclosure and any relevant information in respect thereto so that the Disclosing Party may take appropriate steps to protect such Confidential Information from such disclosure. 6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose. All copies of the Confidential Information shall contain the same proprietary notices which may appear on the original. 7. The Receiving Party shall upon request immediately return to the Disclosing Party or destroy, as directed by the Disclosing Party, the Confidential Information and all copies thereof in any form whatsoever under the power or control of the Receiving Party or its Representatives and immediately destroy all compilations, analysis or derivative work relating to the Confidential Information. Where the Receiving Party satisfies its <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>loser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. Confidential Information includes any information generated by (or for) Recipient that contains, reflects, or is derived from any of the foregoing. 1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or e) was disclosed to a third party with the Discloser's prior written consent; or CONFIDENTIALITY AGREEMENT f) was disclosed <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>to a third party after the period of seven (7) years from the date of the disclosure. 2 NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.1 Recipient agrees to treat Confidential Information confidential and use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but in no event less than reasonable care). Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient may disclose the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible 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|>uested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the information described in the preceding paragraph (the “Other Confidential Information”)), then Vector or Captaris, as applicable (the “Disclosure Party”) shall, to the extent permitted by applicable law, provide Captaris or Vector, as applicable (the “Other Party”) with prompt 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 letter agreement. If, in the absence of any protective order or other remedy or the receipt of a waiver by the Other Party, the Disclosure Party or any of its Representatives determines in good faith, after consultation with the Disclosure Party’s outside counsel or such Representative’s counsel, as applicable, that it is legally compelled to disclose Evaluation Material (or any of the Other Confidential Information), the Disclosure Party or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material or Other Confidential Information that it determines in good faith, after consultation with such counsel, it is legally required to be disclosed, provided that the Disclosure Party exercise commercially reasonable effort<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s to preserve the confidentiality of the Evaluation Material and the Other Confidential Information, including, without limitation, by cooperating with the Other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Other Confidential Information. If either party decides that it does not wish to proceed with a transaction, it will promptly inform the other party of that decision. In that case, or any time upon the request of a party for any reason, Vector will promptly, at Vector’s option (i) return to Captaris and/or (ii) destroy all Evaluation Material (and all tangible copies thereof) furnished to it or its Representatives by or on behalf of the other party pursuant hereto, and in either case no copies thereof shall be retained except that, any of the foregoing notwithstanding, that portion of the Evaluation Material that may be found in analyses, compilations, studies, or other documents prepared by Vector’s Representatives, such Representatives’ agents, attorneys or employees, and oral or electronic Evaluation Material will be held by such Representatives and kept subject to the terms of this agreement or destroyed to the extent practicable and permitted by law. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. Notwithstanding the foregoing, (i) financial advisors to the parties may retain copies of the Evaluation Material and Other Confidential Information (including Evaluation Material and Other Confidential Information) stored on electronic, magnetic or similar media) in accordance with policies and procedures implemented in order to comply with legal and regulatory requirements and to demonstrate such financial advisor’s compliance with its obligations, and (ii) Representatives that are accounting firms may retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation, professional standards or reasonable business practice, and furthermore our Representatives that are accounting firms may disclose Evaluation Material to the extent required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder. Vector understands and acknowledges that, except pursuant to a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, (i) neither Captaris nor any of’ its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, (ii) neither Captaris nor its Representatives shall h<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the "Agreement"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation ("CompuCom"), and ENTEX Information Services, Inc., a Delaware corporation ("Seller"). RECITALS WHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the "Asset Purchase Agreement"); WHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows: ARTICLE I DEFINITIONS 1.1 For purposes of this Agreement, the following terms have the following meanings: (1) "Configuration" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term "Configuration" shall not include installation of a computer or related hardware at a customer site. (2) "Non-Competition Period" means the period commencing on May 12, 1999 and ending on May 11, 2000. (3) "Product" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell. (4) "Product Business" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term "Product Business" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration. (5) "Outsourcing and Professional Services" means (a) consulting, system migrations, project management, other services typically referred to as "high-end" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements. (6) "Service Accounts" means the customer accounts of Seller listed on Exhibits B and C hereto. (7) "Services" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term "Services" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers. (8) "Subsidiary," with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement. ARTICLE II AGREEMENT TO COOPERATE Subject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which 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|>t 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 of making decisions related to the preparation and submission of a proposal in response to the RFP and not for any other purpose. 2.3 Return of Documents. The Proponent agrees that all originals, copies, records, notes and summaries (paper or electronic) of any nature provided by CMHC, including the Confidential Information, and all copies thereof, shall be surrendered or, at CMHC’s option, certified destroyed, to CMHC immediately upon request. The Proponent shall notify CMHC immediately upon discovery of any unauthorized use or disclosure of the Confidential Information. ARTICLE 3: REMEDIES 3.1 The Proponent agrees that a breach by it of any term or condition of this Agreement would result in serious and irreparable harm to CMHC which could not be completely compensated by monetary damages. The Proponent expressly agrees that CMHC shall be entitled to secure an appropriate legal remedy, including injunction or declaratory judgment, in the event of a breach or threatened breach of any term of this Agreement to enable CMHC to protect its rights hereunder. 3.2 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative, and may be exercised singularly or concurrently. Failure by CMHC to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. 3.3 The Proponent agrees to indemnify and hold harmless CMHC from and against all losses, expenses, claims and liability arising out of any breach by the Proponent or its affiliates, or their respective officers, employees or representatives of this Agreement. ARTICLE 4: GENERAL 4.1 Notices. All notices required under this Agreement shall be in writing and shall be deemed to have been given on the next day by fax or other electronic means or upon personal delivery, or in ten (10) days upon delivery in the mail, first class, with postage prepaid. Notices shall be sent to the addresses indicated below unless written notification of change of address shall have been given. If to CMHC: CANADA MORTGAGE AND HOUSING CORPORATION 700 Montreal Road Ottawa, Ontario K1A 0P7 Attention: [insert name] Fax: [insert fax no] If to Proponent: [insert details as above] 4.2 Amendment. Except as otherwise provided herein, this Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by both parties. 4.3 Access to Information Legislation. The Proponent expressly acknowledges that as a federal crown corporation, CMHC is subject to access to information legislation. Nothing herein is intended to restrict the application of access to information legislation. 4.4 Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes any other agreement or discussion, oral or written. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 4.5 Severability. If any part of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect. 4.6 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Province of Ontario, to which jurisdiction the parties attorn notwithstanding their current or future domicile. 4.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counter<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>parts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties. 4.8 Continuing Obligations. The Confidential Information provided to the Proponent shall retain its confidential nature and the requirements of use and confidentiality shall survive termination of this Agreement and the return of any Confidential Information. 4.9 Assignment. This Agreement may not be assigned or transferred in whole or in part by the Proponent without CMHC’s prior written consent. IN WITNESS WHEREOF this Agreement has been executed on the date first written above by the parties hereto under the hands of their duly authorized signing officers. PROPONENT [Confirm full legal name] Per: Name: Title: Per: Name: Title: CANADA MORTGAGE AND HOUSING CORPORATION Per: Name:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”) is made on day of 20, (“effective date”) by and between , a Corporation, (“XXXXX”) and Data Boiler Technologies, LLC., a Massachusetts corporation (“DBT”). WHEREAS, DBT and XXX (the “Parties”) desire to engage in business related discussions and negotiations regarding a potential business relationship (“Transaction”). WHEREAS, the Parties may provide to each other certain confidential and proprietary information in connection with the Transaction and each desires that any such information provided shall be kept confidential by the other party; and WHEREAS, in consideration of the disclosure of such information, each party is willing to keep the other party’s information confidential in accordance with the terms and conditions set forth in this Agreement; NOW, THEREFORE, DBT and XXX hereby agree as follows: 1. Confidential Information “Confidential Information” means nonpublic information that disclosing party (“Disclosing Party”) designates as being confidential or which, under the circumstances surrounding disclosure the receiving party (“Receiving Party”) should know is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, non-public information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, financial information, technical information, computer s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ystems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party, its related entities and/or agents is covered by this Agreement. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party without access to the Disclo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>h Discloser before making such disclosure, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; d) consult with Discloser as to possible steps to prevent or limit such disclosure and take those steps to the extent reasonably practicable in the circumstances, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; and e) request assurances as to confidentiality from anybody to which the Confidential Information <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>is to be disclosed. 5.2.5. Either Party must promptly inform the other Party after becoming aware of any breach of this Agreement whether committed by Recipient itself or its Representatives. 5.3. Ownership – no rights intended 5.3.1. All Confidential Information shall remain the property of Discloser or its relevant Representative, as applicable. 5.3.2. The disclosure of Confidential Information to Recipient or its Representatives shall not give Recipient or its Representatives any licence or other rights in relation to that Confidential Information beyond the rights contained in this Agreement. 5.3.3. Recipient shall not be entitled to file for patents or other statutory protection 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|>g of any application to obtain any disclosure order or of any disclosure order being granted which would require disclosure of any part or all of the Confidential Information. The Receiving Party shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in challenging the disclosure order or obtaining a protective order. The Receiving Party will disclose only that portion of the Confidential Information which is required by such disclosure order. 4. RELATIONSHIP OF THE PARTIES 4.1 This Agreement is not intended to and does not obligate either Party: (a) to disclose any specific Confidential Information; or (b) to enter into any subsequent business arrangements regarding the Permitted Purpose or any other matter. 4.2 This Agreement does not create any exclusivity between the Parties; each Party remains free to negotiate and enter into any agreement with any third party covering all or any part of the Permitted Purpose without any liability to the other Party under this Agreement. 4.3 No joint venture, partnership or other fiduciary relationship shall be deemed to exist or arise between the Parties as a result of this Agreement or exchanging Confidential Information. 5. TERM AND RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION 5.1 This Agreement shall govern all disclosures of Confidential Information made during the Initial Term. 5.2 Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. 5.5 Upon request of the Disclosing Party, the Receiving Party shall certify in writing to the Disclosing Party 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 shal<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l be in writing delivered by personal service or commercial carrier to: If to Company: 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 constitute one and the same Agreement. COMPANY CONTRACTOR By: By: Printed Name: Printed Name: Title: Title: Appendix A – Permitted Recipient’s Acknowledgement I [name], am [position] with [Company or Contractor] and have read and understood the attached Non-Disclosure Agreement for Project Proposals (the “Agreement”). I acknowledge that I am one of the individuals defined in the Agreement as a Permitted Recipient of Confidential Information. I agree to be bound by the same obligations of confidentiality that bind the Company and the Contractor. I also agree that disclosure of Confidential Information that is not in accordance with the Agreement will cause irreparable harm and significant injury to the Party to whom that Confidential Information belongs and that it may be difficult to ascertain and that specific performance or injunctive relief, in addition to other legal and equitable relief, may be appropriate remedies for any actual or threatened violation or breach of confidentiality by me. This Permitted Recipient’s Acknowledgement has been executed by the Permitted Recipient effective as of the Effective 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|>Attachment I. Non-Disclosure Agreement (Contractor) THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between the State of Maryland (the “State”), acting by and through (Issuing Agency Name) (the “Department” or “Agency” or “Authority” or “Commission”), and (the “Contractor”). RECITALS WHEREAS, the Contractor has been awarded a contract (the “Contract”) following the solicitation for (Solicitation Title) Solicitation # ; and WHEREAS, in order for the Contractor to perform the work required under the Contract, it will be necessary for the State at times to provide the Contractor and the Contractor’s employees, agents, and subcontractors (collectively the “Contractor’s Personnel”) with access to certain information the State deems confidential information (the “Confidential Information”). NOW, THEREFORE, in consideration of being given access to the Confidential Information in connection with the solicitation and the Contract, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties do hereby agree as follows: 1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract. 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. The Contractor shall limit access to the Confidential Information to the Contractor’s Personnel who have a demonstrable need to know such Confidential Information in order to perform under the Contract and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. Contractor shall provide copies of such agreements to the State. The names of such personnel are attached hereto and made a part hereof as Attachment I-2. Contractor shall update Attachment I-2 by adding additional names (whether Contractor’s Personnel or a subcontractor’s personnel) as needed, from time to time. 3. If the<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Contractor intends to disseminate any portion of the Confidential Information to non-employee agents who are assisting in the Contractor’s performance of the Contract or will otherwise have a role in performing any aspect of the Contract, the Contractor shall first obtain the written consent of the State to any such dissemination. The State may grant, deny, or condition any such consent, as it may deem appropriate in its sole and absolute subjective discretion. 4. The Contractor hereby agrees to hold the Confidential Information in trust and in strictest confidence, adopt or establish operating procedures and physical security measures, and take all other measures necessary to protect the Confidential Information from inadvertent release or disclosure to unauthorized third parties and to prevent all or any portion of the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of the Confidential Information. 5. The Contractor shall promptly advise the State in writing if it learns of any unauthorized use, misappropriation, or disclosure of the Confidential Information by any of the Contractor’s Personnel or the Contractor’s former Personnel. Contractor shall, at its own expense, cooperate with the State in seeking injunctive or other equitable relief against any such person(s). 6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract. 7. A breach of this Agreement by the Contractor or the Contractor’s Personnel shall constitute a breach of the Contract between the Contractor and the State. 8. Contractor acknowledges that any failure by the Contractor or the Contractor’s Personnel to abide by the terms and conditions of use of the Confidential Information may cause irreparable harm to the State and that monetary damages may be inadequate to compensate the State for such breach. Accordingly, the Contractor agrees that the State may obtain an injunction to prevent the disclosure, copying or improper use of the Confidential Information. The Contractor consents to personal jurisdiction in the Maryland State Courts. The State’s rights and remedies hereunder are cumulative and the State expressly reserves any and all rights, remedies, claims and actions that it may have now or in the future to protect the Confidential Information and seek damages from the Contractor and the Contractor’s Personnel for a failure to comply with the requirements of this Agreement. In the event the State suffers any losses, damages, liabilities, expenses, or costs (including, by way of example only, attorneys’ fees and disbursements) that are attributable, in whole or in part to any failure by the Contractor or any of the Contractor’s Personnel to comply with the requirements of this Agreement, the Contractor shall hold harmless and indemnify the State from and against any such losses, damages, liabilities, expenses, and costs. 9. 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|>csimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to: Buyer: Vertel Corporation 21300 Victory Boulevard Suite 700 Woodland Hills, California 91367 Attention: Chief Executive Officer Fax No.: (818) 598-0104 With a copy to: David J. Katz, Esq. Perkins Coie LLP 1620 26/th/ Street 6/th/ Floor Santa Monica, California 90404 Fax No.: (310) 788-3399 Covenantor: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: With a copy to: ---------------------------------------------------------------------------------------------<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>------------------------------------------ Attention: ----------------------------------- Fax No.: All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by facsimile, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given. 12.5 Time of Essence. Time is hereby declared to be of the essence of this Agreement and of every part hereof. 12.6 Severance and Enforcement. All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein. Without limitation, the parties intend that the covenants contained in this Agreement shall be severable insofar as the geographic and time restrictions set forth herein are concerned. If, in any judicial proceedings, a court shall refuse to enforce the geographic and/or time restrictions imposed herein to their fullest extent, then the geographic and/or time restrictions set forth herein shall be reduced to the extent necessary to permit enforcement of the foregoing covenant to the fullest extent possible. 12.7 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Subject to ARTICLE 10 hereof, any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Subject to ARTICLE 10 hereof, each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law. 12.8 Gender. Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word "person" shall include any corporation, firm, partnership or other form of association. 12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 12.10 Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first above written. COVENANTOR: /s/ Hai-Perng Kuo ------<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Made Business Solutions, PLLC Full Name of Independent Contractor (“Contractor”) [redacted] Address of Independent Contractor Chief Financial Officer services Describe Services to be Provided In consideration of our work as an independent contractor or the continuation of our work as an independent contractor (it being understood that this Agreement does not itself give Contractor rights to work or continued work) for Capital Group Holdings, Inc., a Minnesota corporation, or any of its predecessors, successors, assigns, affiliates or subsidiary companies (each hereinafter referred to as the “Company”), Contractor agrees as follows: I. INDEPENDENT CONTRACTOR. A. Contractor agrees to be compensated by the Company as follows: i. Fee The Company will pay Contractor $150,000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the CEO and COO of the Company during the term of this contract. ii. For the first year only a Payment of $25,000 of the Fee shall be advanced to Contractor within the first six months of this Agreement. Additionally, the Contractor will be paid a fee of $10,416.66 per month over the next 12 months. Allowing the contractor to be paid the above agreed upon amount of $150,000 for first twelve months iii. Stock. The Company will issue Contractor 3,000,000 restricted shares of common stock upon execution of this Agreement as fully earned. iv. The Company will reimburse Contractor for reasonable business expenses, including travel and temporary lodging, incurred on behalf of the Company. Any additional expenses shall be pre-approved by the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses. B. Contractor is, and will remain, an independent contractor in with our relationship to the Company. C. The Company shall not be responsible for withholding taxes with respect to our compensation. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, incl<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uding any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor. D. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing. E. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose. F. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agreement for any reason at any time with 10 days prior written notice to Contractor. II. TRADE SECRETS AND CONFIDENTIAL INFORMATION. A. Confidentiality and Confidential Information. Contractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company’s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software 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|>NON-DISCLOSURE AGREEMENT entered into by and between TRANSNET LIMITED Registration Number 1990/000900/06 (hereinafter referred to as “Transnet") and ………………………………………………...................…….. Registration Number (hereinafter referred to as the "Company") RFP / Agreement Number ………………………….. Commencement Date ………………………….….…. Expiry Date …………………………………..……….… Non-Disclosure Agreement TABLE OF CONTENTS 1 Interpretation ..............................................................................................................................3 2 Confidential Information................................................................................................................4 3 Records and return of Information ..................................................................................................5 4 Announcements ...........................................................................................................................5 5 Duration .....................................................................................................................................5 6 Principal......................................................................................................................................5 7 Adequacy of damages...................................................................................................................5 8 Privacy and Data Protection ...........................................................................................................6 9 General.......................................................................................................................................6 THIS AGREEMENT is made at …………….……………….….…... on the ….. day of …..…………………………….….. 2009 BETWEEN: Transnet Limited (“Transnet”) (Registration No. 1990/000900/06) whose registered office is at 49th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001, and ……………………………………..……. (“the Company”) (Registration No ………………………) whose registered office is at ………………………………………………………………………………………………………………………………………………… ………………………………………………………………………………………………………………………………………………………………… WHEREAS Transnet and the Company wish to exchange Information (as defined below) and it is envisaged that each party may from time to time receive Information relating to the other in respect thereof. In consideration of each party making available to the other such Information, the parties jointly agree that any dealings between them shall be subject to the terms and conditions of this Agreement which themselves will be subject to the parameters of the Proposal. IT IS HEREBY AGREED 1 INTERPRETATION In this Agreement:- 1.1 “Agents” means directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member; 1.2 “Confidential Information” means any information or other data relating to one party (the “Disclosing Party”) and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the “Receiving Party”) or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:- a) is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this Agreement); or b) was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or c) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information; 1.3 “Group” means any subsidiary, any holding company and any subsidiary of any holding company of either party; 1.4 “Information” means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium; and 1.5 “Proposal” means Transnet’s Request for Information (RFI) and/or Request for Quotation (RFQ) and/or Request for Proposal or Tender (RFP). 2 CONFIDENTIAL INFORMATION 2.1 All Confidential Information given by one party to this Agreement (the “Disclosing Party”) to the other party (the “Receiving Party”) will be treated by the Receiving Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement. 2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal. 2.3 Notwithstanding clause 2.1 above, the Receiving Party may disclose 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|>Exhibit (d)(2) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is made by and between RetailMeNot, Inc. (“RetailMeNot”), and Valassis Communications, Inc. (“Valassis”). 1. Background. RetailMeNot and Valassis intend to engage in discussions and negotiations concerning a possible transaction involving RetailMeNot and/or its Affiliates in which Valassis and/or one or more of its Affiliates would acquire all or a substantial portion of the equity interests or business of RetailMeNot (“Possible Transaction”). An “Affiliate” of a specified person or entity includes any other person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified person or entity. For the purpose of evaluating, discussing, negotiating and/or implementing the Possible Transaction (the “Purpose”), it is anticipated that certain confidential information concerning each party (in such capacity, the “Disclosing Party”) and/or its respective Affiliates, including without limitation, confidential information and materials developed by or concerning the business, operations, plans, procedures, properties, assets, locations and financial affairs, pricing, supplier and customer information, names and expertise of employees and consultants, trade secrets and intellectual property of the Disclosing Party and/or its Affiliates, and past, present or future products or services, research, development, improvements, procedures, processes, techniques, designs, data, drawings, compilations, information, and technical information and data related to the business affairs and operations of the Disclosing Party and/or its Affiliates (the “Confidential Information”) has been disclosed or delivered or will be disclosed or delivered, whether disclosed orally or disclosed or delivered in written, electronic or other form or media, by or on behalf of the Disclosing Party to the other party (in such capacity, the “Recipient”) and to certain of its Affiliates, and its and their respective general partners, managing members, directors, officers, employees, advisors and other representatives of the Recipient or such Affiliates, including attorneys, accountants, consultants, investment bankers and financing sources (collectively, “Representatives”). The Recipient may disclose Confidential Information to Representatives who have a need to know such information in connection with the Purpose and whom the Recipient shall make aware of, and direct to comply with, the terms set forth herein. The Recipient shall be responsible for any breach or failure to perform obligations expressly applicable to Representatives under this Agreement by its Representatives. Notwithstanding anything to the contrary in this Agreement, Valassis will not share, and will not permit its Affiliates or Representatives to share, any Confidential Information with financing sources without the prior written consent of RetailMeNot, which consent shall not be unreasonably withheld. RetailMeNot hereby consents to Credit Suisse Group AG and Bank of America Corporation and each of their respective Affiliates serving as debt financing sources to Valassis and/or its Affiliates. 2<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. Confidential Information. As used in this Agreement, the term “Confidential Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives to the extent they contain, reflect<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades. ARTICLE IV Acceptance of Product Orders CompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract. ARTICLE V NON-DISCLOSURE 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing: (a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and (b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information. As used in this Agreement, the terms "CompuCom's Confidential Information" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilitie<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer. Notwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information. 5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing: (a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information; (b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and (c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller. As used in this Agreement, the terms "Seller's Confidential Information" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business including, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers. ARTICLE VI MISCELLANEOUS 6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below: If to Seller, to: ENTEX Information Services, Inc. Six International Drive Rye Brook, N.Y. 10573 Facsimile No.: (914) 935-3720 Attention: Lynne A. Burgess, Esq., Senior Vice President and General Counsel with a copy (which shall not constitute notice to Seller) to: Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Facsimile No.: (212) 269-5420 Attention: Gerald S. Tanenbaum, Esq. If to CompuCom, to: CompuCom Systems, Inc. 7171 Forest Lane Dallas, Texas 75230 Facsimile No.: (972) 856-5395 Attention: Ms. Lazane Smith, Senior Vice President and Chief Financial Officer with a copy (which shall not constitute notice to CompuCom) to: Strasburger & Price, L.L.P. 901 Main Street, Suite 4300 Dallas, Texas 75202 Facsimile No.: (214) 651-4330 Attention: Frederick J. Fowler, Esq. or to such other address as such party shall have designated by notice so given to each other party. 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supp<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>DEPARTMENT OF HOMELAND SECURITY NON-DISCLOSURE AGREEMENT I, , an individual official, employee, consultant, or subcontractor of or to (the Authorized Entity), intending to be legally bound, hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain information, specified below, that is owned by, produced by, or in the possession of the United States Government. (Signer will acknowledge the category or categories of information that he or she may have access to, and the signer’s willingness to comply with the standards for protection by placing his or her initials in front of the applicable category or categories.) Initials: Protected Critical Infrastructure Information (PCII) I attest that I am familiar with, and I will comply with all requirements of the PCII program set out in the Critical Infrastructure Information Act of 2002 (CII Act) (Title II, Subtitle B, of the Homeland Security Act of 2002, Public Law 107-296, 196 Stat. 2135, 6 USC 101 et seq.), as amended, the implementing regulations thereto (6 CFR Part 29), as amended, and the applicable PCII Procedures Manual, as amended, and with any suc<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>h requirements that may be officially communicated to me by the PCII Program Manager or the PCII Program Manager’s designee. Initials: Sensitive Security Information (SSI) I attest that I am familiar with, and I will comply with the standards for access<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the receiving party or its Representatives which contain, reflect or are based upon the information in the Evaluation Material shall be destroyed or, at the receiving party's election, shall be delivered to outside legal counsel of the receiving party (where such materials shall be held in confidence, except as needed in the context of actual or threatened legal proceedings, or destroyed), and such dest<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ruction or delivery to outside counsel shall be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction or making such delivery to outside counsel. 6. REPRESENTATION OF ACCURACY. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accura<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>fit of anyone other than Purchaser, any Confidential Information, except as permitted by Section 5 of this Agreement. Notwithstanding 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 minimum 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) de<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>livered 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 telecommunicated or the next business day following deposit with such courier or on the third business day following the date on which so mailed, if deposited in a regularly-maintained receptacle for United States mail: To Seller:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 made on this day of 201 (“Effective Date”) at Mumbai. BETWEEN (WRITER), an adult inhabitant of India having Pan No having permanent address at and current address at (hereinafter referred to as the “Disclosing Party/Writer”, which expression shall, unless repugnant to the context or meaning thereof, mean and include his/her heirs, executors, administrators, legal representatives) of the One Part AND YYYY, a [proprietorship/partnership/company] [through the sole proprietor/ acting through its partner []/ incorporated under the provisions of the Companies Act, 1956],with its [principal place of business] [registered office] located at [], (hereinafter referred to as the “Receiving Party/Producer”, which expression shall, unless it be repugnant to the context or meaning thereof, means and includes [his/her heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns]) of the OTHER PART; “Disclosing Party/Writer” and “Receiving Party/Producer”, hereinafter collectively referred to as “Parties” and individually a “Party” WHEREAS (A) [“The Parties intend to enter into discussions with each other regarding the clippings, strategies/synopsis/story/story line/ narration/script/screenplay/ dialogue and literary work titled owned, written and authored by the Disclosing Party and registered by the Disclosing Party/Writer with the Film Writers Association as also attached hereto as Annexure - I“] [“Submissions”] to access the possibility of enabling the said Receiving Party/Producer to produce a based on the same on mutually agreed terms as may be agreed to and executed by the Parties if/as and when applicable (hereinafter referred to as the “Purpose”).It is expressly clarified herein that nothing herein is deemed to transfer any intellectual property rights and/or any other rights of the Disclosing Party/Writer in the said Submissions and/or any other Proprietary and Confidential Information (defined below and hereinafter collectively referred to as Confidential Information), to the Receiving Party/Producer under any circumstances and/or for any reason whatsoever. In order to proceed with the Purpose, the Disclosing party has agreed to additionally provide certain Proprietary and Confidential Information concerning the Purpose and the receiving party has agreed to accept such Confidential information on a strictly confidential basis and on the terms and conditions set out below. IN CONSIDERATION of the Receiving Party having access to the Disclosing Party’s said Confidential Information each Party agrees to the following terms and conditions: 1. The term “Confidential information” for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party. 2. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential information shall not include any information that: a) Is or becomes publicly available without breach of this Agreement b) Becomes lawfully available to either Party from a third party free from any confidentiality restriction. c) Is required to be disclosed under any relevant law, regulation or order of court, provided the affected Party is given prompt notice of such requirement or such order and (where possible) and provided the opportunity to contest it as per applicable law, and the scope of such disclosure is limited to the extent possible d) Was previously ,i.e., prior to the date of this Non-Disclosure Agreement, possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party as evidenced by written and dated original and valid records. 3. The Receiving shall use the Confidential information only for the Purpose and not disclose any of the Confidential Information to any third party without the Disclosing Party’s prior written consent, and in addition to the same the Receiving Party will only share such Confidential Information with its internal employees only and strictly on a need to know basis. 4. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential information. 5. The Receiving Party shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential information or any documents containing Confidential information without the Disclosing party’s written consent. 6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. 7. The Receiving party shall not use the Confidential information to procure a commercial advantage and/or otherwise for any purpose whatsoever other than the Purpose without the prior written approval of the Disclosing Party, 8. The Receiving party acknowledges that damages are not a sufficient remedy for the Disclosing Party for any breach of any of the Receiving Party’s undertakings herein provided and the Receiving Party further acknowledges that the Disclosing party is entitled to specific performance or injun<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>oI; “Purpose” means: a. the preparation and/or submission of any Submission and related documents in response to the EoI; b. the Project Commissioning Process; c. any activities related to the assessment of any Submission for the Project; and d. any related exchanges of Information, clarifications, clearances, discussions, due diligence, meetings, and/or negotiations in respect of the EoI, the Project Commissioning Process and/or the Project; “Receiving Party” means any Party that receives Information pursuant to this Agreement; and “Submission” means a submission as such term is defined in the EoI; “Third Party IP” means any intellectual property rights that are not licensed or owned by a Respondent and identified by a Respondent as relevant to its Submission. 2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; b. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential; c. take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own information) to safeguard every part of the Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement; and d. at the request and direction of the Disclosing Party, and without delay, return or destroy any Information provided to it pursuant to this Agreement and any copies of such In<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>formation, except that one copy may be kept by the Receiving Party for archival purposes and for the purpose of defending itself against any claims arising in connection with this Agreement. 3. The obligations set out in clause 2 shall not apply to Information that: a. the Receiving Party can prove (using written or electronic records), was lawfully known to the Receiving Party or in its possession prior to its communication by or at the direction of the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; or b. is or becomes a part of the public domain through no wrongful act of the Receiving Party or any person on its behalf, provided that this clause 3(b) shall only apply from the date that the relevant Information so enters the public domain; or c. the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that Information as a result of a breach of an obligation of confidence; or d. subject to clause 4, is required to be disclosed or made available by the Receiving Party pursuant to any applicable law, governmental regulation, or decision of any court or tribunal of competent jurisdiction or any government body, agency or regulatory body. 4. If a Receiving Party believes it is required by law to disclose any Information under clause 3(d) above, the Receiving Party shall (in each case and to the extent not prohibited in law): a. provide the Disclosing Party with prompt written notice of such requirement or obligation (together with a copy of any relevant ac<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>business confidential information (CI) (collectively referred to as Classified Information); and WHEREAS, the Federal Energy Regulatory Commission has defined CEII as “specific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: (1) relates details about the production, generation, transportation, transmission, or distribution of energy; (2) could be useful to a person in planning an attack on critical infrastructure; (3) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. § 552 (2000); and (4) does not simply give the general location of the critical infrastructure,” (see 18 C.F.R. § 388.113 (c) (1)); and WHEREAS, the North American Electric Reliability Corporation Critical Infrastructure Protection Standards (NERC CIP), has defined BCSI as “information about the BES Cyber System that could be used to gain unauthorized access or pose a security threat to the BES Cyber System. BES Cyber System Information does not include individual pieces of information that by themselves do not pose a threat or could not be used to allow unauthorized access to BES Cyber Systems;” and, WHEREAS, VELCO has identified and described, or will identify and describe, certain business sensitive information as CI in agreements or in the course of doing business; and, WHEREAS, VELCO must comply with federal rules and regulations relative to CEII and/or BCSI; and WHEREAS, the Recipient is working on provide a short description of the project here requiring access to certain Classified Information which may be classified as BCSI, CEII, or CI NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto wish to enter into this Agreement to protect and safeguard the confidentiality of that information and agree as follows: Section I: BES Cyber System Information (BCSI) For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document. The term "document" includes written memoranda, drawings, sketches, maps, training materia<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ls, specifications, notebook entries, photographs, graphic representations, firmware, computer information or software, information communicated by other electronic or magnetic media, or models. Section IV: Use and Protection of Classified Information 1. Information labeled “Confidential BCSI” shall be treated and protected in accordance with the enforceable version of the NERC CIP-011 Cyber Security – Information Protection standard and shall require a Recipient background check and Recipient’s successful completion of VELCO-designated training in addition to compliance with the other requirements of and protections in this Agreement; and 2. Recipient shall keep all Classified Information in a secure place. Recipient shall limit access to Classified 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 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|>s 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 ma<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>de 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 for 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(<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ich the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as providing adequate protection of such information from unauthorised disclosure, copying or use. 3.2 The Company shall cause its Representatives involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company as the principal party shall be responsible and held liable for any breach of this Agreement by any of its Representatives. 3.3 If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information and not being in the public domain unless and until IHiS agrees in writing that the information is in the public domain. 3.4 The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use. 3.5 Notwithstanding the foregoing, the Company shall be entitled to make any disclosure the Confidential Information as required by law, but shall give IHiS not less than two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure if legally possible. 4 PROTECTION OF PERSONAL DATA 4.1 The Company shall, in relation to Personal Data:- (a) ensure that it has, in relation to all Personal Data obtained and/or collected by it, fully complied with all requirements of the Personal Data Protection Act (No. 26 of 2012); (b) process Personal Data only in accordance with the written instructions given by IHiS and to such extent necessary and appropriate for the completion of the Purpose; (c) promptly deal with any enquiry from IHiS relating to the Company’s processing of Personal Data; (d) not transfer or allow the Personal Data to be transferred, outside of Singapore, unless expressly instructed or authorised by IHiS; and (e) provide all necessary co-operation and assistance (whether to IHiS or otherwise) to allow access and/or correction of Personal Data in accordance with the Personal Data Protection Act 2012. 4.2 Without prejudice to Clause 4.1 above, the Company shall take all reasonable measures to ensure: (a) that any Personal Data belonging to IHiS or its Affiliates which is held by the Company is protected against loss, unauthorised access, use, modification, disclosure or other misuse, and that only authorised personnel have access to that Personal Data; (b) that, to the extent that the Personal Data is no longer required by the Company for legal or business purposes, that Personal Data is destroyed or re-delivered to IHiS in accordance with Clause 5 below; (c) that IHiS is immediately a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lerted in writing (with full particulars) of any unauthorised access, disclosure or other breach of this Clause 4 and the Company undertakes, as soon as reasonably practicable, all steps to prevent further unauthorised access, disclosure or other breach of this clause (including providing IHiS with such reports or information concerning such steps as and when requested by IHiS); and (d) it keeps itself appraised of any and all notices and circulars which IHiS may from time to time notify to the Company, including without limitation any policies, guidelines, circulars or notices relating to personal data (“PDPA Documentation”), and to perform its duties or discharge its liabilities in connection with the Purpose in a manner which is consistent with the PDPA Documentation, and will not cause IHiS to be in breach of the same. For the purposes of this clause, the Company hereby expressly acknowledges and agrees that it has read the PDPA Documentation and is aware of and will compensate IHiS for any and all potential loss and damage caused to IHiS and/or its Affiliates arising from or in connection with any breach of this clause. 4.3 Notwithstanding and further to anything stated elsewhere in the Agreement, IHiS reserves the right and the Company agrees that IHiS may conduct (or appoint a qualified, in<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager’s designee. I agree that if I use information from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>security information. 9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement. (b) With respect to PCII I hereby assign to the entity owning the PCII and the United States Government, all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of PCII not consistent with the terms of this Agreement. 10. This Agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement. 11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. 12. Each provision of this Agreement is severable. If a court <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>hone Number: Company Receiving Party: Full Company Name: State of Organization: Contact Person: Mailing Address: Email Address: Telephone Number: The individual or company specified above ("Receiving Party"), Dominion Energy South Carolina, Inc., a corporation organized and existing under the laws of the state of South Carolina and located at 220 Operation Way, Cayce, SC 29033, on behalf of itself, its corporate parent Dominion Energy and its corporate affiliate Dominion Energy South Carolina, Inc. Transmission (collectively, "DESC"), and South Carolina Public Service Authority ("Santee Cooper"), a state-owned electric and water utility organized and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>existing under the laws of the state of South Carolina and located at 1 Riverwood Dr., Monks Corner, SC 29461 (each of DESC and Santee Cooper, a "Disclosing Party" and DESC and Santee Cooper collectively, the "Disclosing Parties"), enter into this Non-Disclosure Agreement ("Agreement") as of ("Effective Date"). Background. The Disclosing Parties may, in their discretion, provide the Receiving Party information related to their confidential and critical energy infrastructure information. NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, and with the intent to be legally bound hereby, the Receiving Party agrees as follows: 1. Confidential Information. The term "Confidential Information" means all written, electronic, printed or other materials disclosed by the Disclosing Parties, and all information ascertained through discussions with the Disclosing Parties, concerning the planning process. Confidential Information shall include, but is not limited to, all analyses, compilations, forecasts, studies, models, "base cases", plans, procedures, calculations, reports or other documents prepared by the Disclosing Parties that may contain or reflect such information. 2. Critical Energy Infrastructure Information. The term "Critical Energy Infrastructure Information" or "CEII" as used in this Agreement refers to the official definition provided in 18 C.F.R. § 388.113(c)(1). CEII shall be protected under the terms of this Agreement. For purposes of this Agreement, CEII shall also include any information which may be described as non-public transmission information including, but not limited to, the following: maps, charts, and diagrams, including location, longitude and latitude for either or bot<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 99.1 CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into this 30th day of July, 2012, by and among HF Financial Corp., a Delaware corporation (along with its affiliates, the “Company”), and Jacobs Asset Management, L.L.C. (the “Recipient” or “JAM”). The Company and the Recipient are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” RECITALS A. The Company desires to exchange views and information with JAM, its largest shareholder. B. The Company intends to provide JAM access to certain non-public, confidential or proprietary information concerning the Company. C. In order to induce the Company to provide access to the Confidential Information (as hereinafter defined), the Recipient hereby agrees to be bound by the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below: The term “Confidential Information” refers to (i) all business or financial information (including business plans, budgets, forecasts and financial projections) of the Company or its subsidiaries (or of others having business relationships with the Company), or concerning the Matter, whether or not marked or otherwise identified as confidential or proprietary, (ii) any other information or materials marked or designated as “confidential” or “proprietary” by the Company at the time of its disclosure to the Recipient and (iii) any other information or materials that the Company maintains as confidential or that is proprietary to the Company, the nature of which or the circumstances surrounding the disclosure of which would indicate to a reasonable person that such information or materials are confidential or proprietary. The foregoing information and materials shall be “<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Confidential Information” whether evidenced, transferred or transmitted in writing, orally, visually, electronically or by any other means, and whether disclosed before or after the date of this Agreement. “Confidential Information” shall also include all Derivative Materials. Notwithstanding anything to the contrary in this Agreement, “Confidential Information” shall not include information that (A) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient; or (B) is or becomes availabl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tions of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION. 9. Return. All CONFIDENTIAL INFORMATION supplied by the DISCLOSING PARTY hereunder and all copies thereof, in whole or in part and on all media, shall be returned to the DISCLOSING PARTY by the RECEIVING PARTY within thirty (30) days upon demand by the DISCLOSING PARTY. All other information and all copies thereof prepared by the RECEIVING PARTY based on the CONFIDENTIAL INFORMATION, shall be either promptly destroyed or returned to the DISCLOSING PARTY upon demand, as determined by the DISCLOSING PARTY within its sole discretion. 10. Duration. This Agreement shall apply to any CONFIDENTIAL INFORMATION that may have been provided to the RECEIVING PARTY prior to or after the date hereof, and shall continue to govern the delivery of CONFIDENTIAL INFORMATION until terminated by written notice from either party to the other, except that the obligations of the parties hereunder with regard to CONFIDENTIAL INFORMATION disclosed prior to termination shall continue for a period for two (2) years thereafter. 11. Injunctive Relief. The RECEIVING PARTY understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use or disclosure of the CONFIDENTIAL INFORMATION and that injunctive relief would be appropriate to prevent any actual or threatened use of disclosure of such CONFIDENTIAL INFORMATION. 12. Liquidated Damages. In case of unauthorized use or disclosure of the CONFIDENTIAL INFORMATION, The DISCLOSING PARTY shall be entitled to liquidated damages in the amount of €10 000 (ten thousand Euro) for each such use or disclosure. Notwithstanding the right to liquidated damages, the DISCLOSING PARTY has the right to take any measures available and to claim and receive a higher amount of compensation if the DISCLOSING PARTY can prove that the actual damage sustained will exceed the amount of liquidated damages. 13. Definitive Agreement. The parties hereto agree that no contract or agreement between the parties shall be deemed to exist unless and until a final definitive agreement has been executed and delivered to both parties. 14. Miscellaneous. This Agreement shall be binding on the respective parties hereto and their successors and permitted assigns. This Agreement may be modified only in writing signed by both parties hereto. 15. Governing law. This Agreement shall be governed by and construed in accordance wit<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>h the laws of Netherlands, excluding its rules for choice of law. Notwithstanding an action for injunction or other equitable remedy, all disputes relating to or arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Amsterdam Chamber of Commerce. The arbitration shall be held in the Netherlands, Amsterdam and the English language shall be used in the proceedings. The arbitration decision shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Signatures: AG Projects By: By: 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|>closed, directly or indirectly, through any means of communication or observation, by MyPoints.com to or for the benefit of Receiving Party, that relates to or is derived from MyPoints.com's technical, business, strategic, marketing or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of MyPoints.com. Any material provided by MyPoints.com to Receiving Party which is clearly designated "Confidential" (or other similar legend) will be presumed to be Confidential Information. The absence of any such legend, however, will not preclude the same from being deemed Confidential Information. 2. Receiving Party agrees that receipt of Confidential Information, pursuant to this Agreement, is exclusively for the purpose of evaluating a potential acquisition of MyPoints.com and Receiving Party shall not use the Confidential Information for any other purpose. 3. Confidential Information disclosed to Receiving Party hereunder shall: a. n<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ot be copied or distributed, disclosed, or disseminated in any way or form by the Receiving Party to any third party without the written permission of MyPoints.com first obtained; b. be treated by the Receiving Party with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party's own proprietary and confidential information of like importance; c. remain the property of the MyPoints.com, and shall be returned by the Receiving Party to MyPoints.com (along with all copies thereof) promptly upon its receipt of a request from MyPoints.com to do so; d. not be used by Receiving Party for any purpose other than as specified herein or otherwise approved by MyPoints.com in writing. 4. The obligations set forth in Paragraph 3 above shall not apply to any information which: a. is already in the public domain at the time of disclosure to the Receiving Party or becomes available to the public through no breach of this Agreement by the Receiving Party; b. was lawfully in the Receiving Party's possession prior to receipt from the MyPoints.com; c. is disclosed to Receiving Party by a third party with the right to do so. For the purposes of this Paragraph 4, information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now, or become, known to the public, provided, however, that the obligations of Paragraph 3 hereof shall not apply to any such part of said information. 5. Unless otherwise mutually agreed in writing, the Receiving Party's obligations with respect to each item of Confidential Information shall terminate five (5) years from the date of the receipt thereof by the Receiving Party. 6. Nothing contained herein shall obligate MyPoints.com to disclose any particular information to Receiving Party nor require Receiving Party to accept such information. 7. This Agreement shall be effective as of the date first set forth above 8. Receiving Party warrants and represents that it possesses all necessary power, right and authority to lawfully execute and perform the obligations set forth herein. 9. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. The provisions of this Agreement may not be modified, amended nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by Receiving Party without the prior written consent of the MyPoints.com. This Agreement is made subject to, and shall be construed under, the laws of the State of Illinois. 10.Receiving Party agrees to keep the existence and nature of this Agreement confidential. 11.In the event that Receiving Party becomes legally compelled to disclose any of the Confidential Information, Receiving Party shall provide MyPoints.com with prompt notice so that <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nto certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> overseeing the efficient knowledge transfer and flow of information between the Parties; (d) facilitating communications between the appropriate individuals within Evolent and ABCO, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 13. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship. 3. FEES; PAYMENT TERMS; SHORTFALL. 3.1 Fees; Timing of Payments: Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work, as follows: (a) unless the Parties otherwise agree in writing, a deposit of 50% of the total fees for the particular project shall be paid upon signing of the Statement of Work; (b) ABCO will submit an invoice to Evolent for the balance upon completion of the work; and (c) Evolent shall pay ABCO for such invoiced amount within thirty (30) days after receipt of such invoice. 3.2 Minimum Purchase and Shortfall: Evolent agrees to pay ABCO the Minimum Purchase. If the aggregate amount of Services actually procured by Evolent from ABCO is not equal to or greater than (a) Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to the second anniversary of the Original Effective Date or (b) inclusive of the purchase described in clause (a), the Minimum Purchase of services for delivery on or prior to the third anniversary of the Original Effective Date, Evolent shall pay ABCO the amount of the shortfall (i.e., the difference between Seven Hundred Thousand Dollars ($700,000) or the Minimum Purchase amount, as applicable, less the sum of: (a) the aggregate fees for the actual amount of Services procured; and (b) any Credits (as provided in the next sentence) (the “Shortfall”), if any, on or before August 31, 2013 or August 31, 2014, as applicable. In the event that ABCO refuses or fails, without reasonable cause, to provide any of the Services requested by Evolent (provided the scope of the Services requested is within the scope customarily provided by ABCO), the fees that would otherwise have been applicable had ABCO agreed to provide such Services would count as a “Credit”. As of the date hereof, no such Credits have accrued. 4. TERM AND RENEWAL. The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof, shall continue until August 31, 2016 (“Initial Term”). Thereafter, this Agreement shall automatically be renewed for another five-year term (“Renewal Term”) unless either Party elects to terminate this Agreement by providing the other Party with written notice of termination one hundred eighty (180) days prior to the expiration of the current term. (“Initial Term” and “Renewal Term” collectively, the “Term”). 5. REFERRAL FEES, SOLICITATION AND COMPETITION AND POST-CLOSING SERVICES. 5.1 Referral Fees: 5.1.1 During the Term, ABCO will pay Evolent a sales referral fee for any sale made by ABCO that resulted from a “net” new sale from a new customer that was not already in ABCO’s sales pipeline (i.e., a “warm lead”) or a then-current customer of ABCO generated dir<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ectly by Evolent’s efforts and without any assistance from any ABCO employee or representative (including any Evolent employee that serves on the Board of Directors of ABCO), equal to 5% of the total ABCO revenue from the new customer during the initial twelve (12) months of services under the services agreement with such new customer. 5.1.2 During the Term, Evolent will pay ABCO a sales referral fee for any sale made by Evolent that resulted from a “net” new sale from a new customer that was not already in Evolent’s sales pipeline (i.e., a “warm lead”) or a then-current customer of Evolent generated directly by ABCO’s efforts and without any assistance from any Evolent employee or representative (including any ABCO employee that serves on the Board of Directors of Evolent), in accordance with the following terms: (a) ABCO will receive a one-time referral fee for any “employee health” diagnostic, consulting or broker services provided by Evolent to a Covered Health System, equal to the lesser of $20,000 or 5% of the total Evolent revenue from the Covered Health System during the initial twelve (12) months of services under the service agreement with such Covered Health System. (b) ABCO will receive $50,000 per year for three (3) years for each health system joining Evolent as an Employee Health Platform Customer. An “Employee Health Platform Customer” is defined as a health system purchasing diagnostic/consulting services and ongoing medical management/health plan services (i.e., care management, HealthPlaNet care management application, and the TPA platform, etc.). (c) ABCO will receive $100,000 per year for three (3) years for a health system joining Evolent as a Platform Health Plan Customer. A “Platform Health Plan Customer” is defined as a health system purchasing ongoing medical management services, ongoing health plan outsourcing services (i.e., TPA) and health plan management services for purposes of a licensed insurance entity with at least fifty thousand (50,000) lives (beyond the employee population). (d) With the exception of making the introduction (either through an email or an in-person meeting) (to generate the “warm lead”), ABCO would not be expected to perform any actual duties or incur actual cost to receive a referral fee. (e) The annual referral fees for each referral would be capped at the lesser of (x) 5% of annual revenue generated by Evolent for the respec<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 “Property”) of, Blaze Energy Ltd. and Wild Rose Energy Ltd. (together, with the Receiver, the “Company”, “us”, or “we”). On November 17, 2017 the Court approved a Sale and Investment Solicitation Process (the “SISP”) respecting the Business and Property. The purpose of the SISP is to seek proposals to purchase some or all of the Business and Property. Capitalized terms used in this non-disclosure agreement (“NDA”) and not otherwise defined herein have the meanings given to them in the SISP. The SISP describes the following: (a) the manner in which prospective bidders may participate in the SISP and have access to due diligence materials and Confidential Information (as defined below) concerning the Company, the Business, and the Property; (b) the manner in which bidders may become Qualified Bidders and submit Qualified Bids; (c) the process for the evaluation of the bids received; (d) the process for the ultimate selection of a Successful Bidder; and (e) the process for obtaining such approvals (including the approval of the Court) as may be necessary or appropriate in respect of a Successful Bid. In executing this NDA, you (the “Potential Bidder” or “you”) acknowledge receipt of a copy of the SISP, attached as Schedule “A” hereto, and hereby agree to accept and be bound by the provisions contained therein as the same may be amended, from time to time, with the approval of the Court. You confirm your interest in participating in the SISP initially as a Potential Bidder and with a view to becoming a Qualified Phase I Bidder, a Qualified Phase II Bidder, and a Successful Bidder in order to close a transaction contemplated by such Successful Bid (the “Transaction”). In that regard, you have requested that Confidential Information (as defined herein) be furnished to you. As a condition to us furnishing Confidential Information to you, and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree on behalf of yourself, your affiliates, and Representatives (as defined herein and to the extent such affiliates and Representatives are in receipt of all or any part of the Confidential Information) as follows: 1. Confidential Information – The term “Confidential Information” means: (a) any and all information of whatever nature (including information in the form not only of written information but also information which may be transmitted orally, visually, graphically, electronically, or by any other means) relating to the Company, the Business, the Property, or the Transaction including, without limitation, information concerning any past, present, or future customers, suppliers or our technology, and any correspondence, internal business discussions, strategic plans, budgets, financial statements, records, reports, evaluations, notes, analyses, documents, engineering, trade secrets, know-how, data, patents, copyrights, processes, business rules, tools, business processes, techniques, programs, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, equipment configurations, system access codes and passwords, written materials, compositions, drawings, diagrams, computer programs, studies, works in progress, visual demonstrations, ideas, concepts, or any other documents or information pertaining in any way whatsoever to the Company; (b) all information about an identifiable individual or other information that is subject to any federal, provincial, or other applicable statute, law<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>herwise, is granted by the disclosing Party to the receiving Party to make, have made, use, or sell any product using the Confidential Information, or a license under any patent, patent application, utility model, copyright, trade secret, trademark, service mark or any other similar industrial or intellectual property right. At no time and under no circumstances shall the receiving Party reverse-engineer, decompile or disassemble any part of the Confidential Information . 4. Responsibility for Breach. Each Party agrees to be responsible for any breach of this Agreement by any third party to whom such Party has provided Confidential Information, or any portion thereof. If a Party or any third party to whom such Party has provided Confidential Information becomes legally compelled (by oral question, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by rule, regulation or other applicable law) to disclose any Confidential Information, such Party shall promptly notify the other Party of such requirement before any disclosure is made so that the other Party may seek a protective order or other appropriate remedy or may waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if a Party waives compliance with the provisions hereof, each Party agrees that only that portion of the Confidential Information which it is legally required to disclose (as advised by a written opinion of counsel) will be disclosed, and each Party agrees to exercise its best efforts to obtain assurance that the Confidentia<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l Information will be treated confidentially upon disclosure. 5. Term. This Agreement will continue in full force and effect until both parties agree in writing to terminate this agreement and for one-year thereafter. The Parties agree that if the negotiated transaction does not proceed within a reasonable time, or upon any request from either Party, each Party shall promptly deliver to the other Party all written Confidential Information and any other written material containing or reflecting Confidential Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by each Party, or respective representatives, based on the information included in the Confidential Information shall be promptly destroyed, and such destruction shall be ce1tified in writing by an authorized officer supervising such destruction. Notwithstanding the return or destruction of any Confidential Information, each Party shall continue to be bound by its obligations o f confidentiality and other obligations hereunder. 6. Form of Relief. The Parties hereby acknowledge and agree that, in the event of any breach of this Agreement by either Party, including, without limitation, the actual or threatened disclosure of a Party's Confidential Information without the express prior written consent of that Paity, such Party will suffer irreparable harm and injury and no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each Party hereby agrees that, in any such event, the harmed Party shall be entitled to seek specific performance of the other Party's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction. 7. Confidentiality of Discussions. Unless otherwise required by law, without the prior written consent of the other Party, neither a Party nor its representatives shall disclose to any person (including any corporation, company, partnership or individual) either the fact that discussions or negotiations are taking place concerning a possible transaction between the Parties or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. 8. Assignment. This Agreement and the rights and obligations of either Party under this Agreement may be assigned or transferred only upon the prior written approval of the other Party hereto. The rights and obligations of the Parties hereto will inure to the benefit of, will be binding upon, and will be enforceable by the Parties hereto, their representatives and their permitted successors and assigns. 9. Modifications. No modific<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Suite 25 Northwich Business Centre Meadow Street Northwich Cheshire CW9 5BF Tel: 0845 466 4648 Fax: 01606 810 567 Email: details@business-partnership.com www.business-partnership.com YOUR DETAILS (PLEASE USE CAPITALS) Title ………. First Name ………..…..………………….….. Last Name …….……………………….………….…..... Address…………………………………..…….………………………………………...…….…………………....……….. ……………………………………………………………………………………………………………….......................... Post Code …………….………. Email ………………………………………….……………………………………....…. Tel …………………………………….…………… Mobile ………….………………….………………………….. Company Name ………………………………………………..………….…………………………………….................. Company Reg. No. …………...……………………………………………………………………………………………... Businesses or area of interest ……………………………….…………………………………………………………….. NON-DISCLOSURE AGREEMENT I fully understand and agree that all information relating to any client of The Business Partnership and supplied to me will be kept strictly confidential. I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means. I agree that in respect of the Confidential Information received from The Business Partnership I will: Treat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties I further acknowledge that all documents and other material things embodying any of the Confidential Information which is received under this agreement shall remain the property of the supplying party (or other owner thereof) and I shall hold them as bailee for the supplying party, exercising reasonable care to keep them safe from access by unauthorised persons, and shall return them to the supplying party within one week of a written request from the supplying party. I will not attempt to contact the employees, customers, creditors, suppliers or landlords of any client of The Business Partnership at any time. I will not use the confidential information to seek to obtain any commercial advantage over any client of The Business Partnership. I acknowledge that this Agreement shall remain in force in perpetuity. The laws of England and Wales shall govern this Agreement. I confirm that I have funds or access to funds to enter negotiations for the business for which I have expressed an interest I confirm that no contact will be made with the vendor or company direct. TERMS AND CONDITIONS The Sales Particulars you will receive, and any subsequent commercial information relating to this business, are supplied on the strict understanding that it should be kept confidential and must not be copied or supplied to a third party without the consent of The Business Partnership (TBP). All recipients the Sales Particulars and any other details irrevocably agree:- 1. To treat all information contained herein, and as may subsequently be supplied, with complete confidentiality. 2. To make no approach directly to the Owner or the Business and or Property either personally, by telephone, or in writing without the consent of TBP. 3. To visit the Owner and/or the Business or Property only and strictly by prior appointment to be made and confirmed through the Office of TBP. 4. To make no approach to the Staff of the business or discuss the proposed sale with any staff member without the consent of the Owners. 5. To request and obtain any and all information required, including any financial information, solely through the Offices of TBP. 6. To submit any offer for the purchase of the Business and/or property directly through the Agents TBP and not directly to the Owner. Once TBPs NDA and Terms and Conditions have been signed, furthe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r negotiations are subject to you agreeing:- 1. That in the event of agreeing to purchase the Business and/or Property will pay to TBP a deposit as a sign of good faith amounting to 5% of the purchase price but subject to a minimum of £5,000. This deposit will be held by TBP in a Non-Interest Earning Client Account, and will be applied to the purchase price at the time of completion. This deposit will be paid "Subject to Contract" and will be refundable (subject to clauses 2 and 3 below). 2. In the event that you withdraw from the purchase without good reason and where such reason is not connected to the purchase of the business, then the deposit will be used to cover our Clients reasonable legal costs (up to a maximum of £2,500), such costs being subject to VAT, up to the point of withdrawal. 3. That if you withdraw for any reason once Heads of Terms or Memorandum of Sale has been prepared and issued you will be charged an Agents Fee of £695.00 plus VAT. The balance of the deposit shall be returned to you forthwith. Should the sale of the business be withdrawn by the Vendor for any reason, the deposit monies will be returned to you in full. 4. That upon an offer being accepted on a Leasehold proposition you will agree to supply to TBP the names and addresses of appropriate referees including Bankers to whom TBP can apply for a reference in order to seek the Landlords consent for an assignment of the current Lease or issue of a new Lease. Any information provided herein are for the general guidance of intended purchasers and tenants and do not form any part of an offer or contract. All descriptions and any other details are given without responsibility on the part of TBP or their vendor client and any intending purchasers should not rely on them as statements or representations of fact. All intending purchasers or tenants should satisfy themselves to the correctness of all any statements contained herein prior to making an offer by inspection or otherwise. Neither TBP nor their employees make or give any warranty whatsoever in relati<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>quired disclosure; or (f) is disclosed with the prior, written consent of the Disclosing Party. 6. Removal of Confidential Materials. Each Party agrees not to remove any materials or tangible items containing any of the other party’s Confidential Information from the premises of the Disclosing Party without the Disclosing Party’s consent. Each Party agrees to comply with any and all terms and c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>onditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be returned by a certain date, and that no copies of the removed materials or items are to be made. 7. Return of Confidential Information. Upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party’s Confidential Information and all copies thereof. 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, or any breach of the Agreement by the Receiving Party, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party’s Confidential Information except as specified in this Agreement. 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and not<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>signed to provide clarity for each Board Member and Committee Member with regard to confidential matters that come before- or arise out of meetings and matters of the Members of the Board of SAMED or any of its committees, and provides certainty as to how situations of conflict of interest are to be handled. 1.3 Its objective is to address matters of confidentiality in a manner that facilitates the Board, and Committees in maintaining the highest business and ethical standards, protects the integrity of SAMED, the Board, and Committees, allows for appropriate levels of transparency and accountability in matters before the Board, and supports the maintenance of effective relationships among Board Members, SAMED and Committee Members. 2. Definitions 2.1 “Agreement” means this Confidentiality and Non-Disclosure Agreement 2.2 "Board" means the Board of SAMED. 2.3 “Board Members” means members of the Board. 2.4 “Chair” means Chair of the Board. 2.5 "Committee" means a committee of the Board. 2.6 "Committee Members" means members of any Committee. 2.7 "Meeting" means a meeting of the Board or a Committee, as applicable. 2.8 "Policy" means this Confidentiality Policy 2.9 “SAMED” means South African Medical Devices Industry Association 2.10 “Vice-Chair”, means Vice-Chair of the Board 3. The information 3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another. 4. Confidentiality 4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential. e) When considering whether matters are confidential or not, the nature of SAMED as a membership organization, the prospects of harm to SAMED (including harm to its reputation, good processes and procedures and good governance), as well as the impact of any such decision on members or groups of members, must, amongst others, be considered. 4.2 The Board also holds in-camera meetings, All present at any in-camera meeting will be bound to keep the proceedings confidential, unless otherwise directed by the Chairperson of the Board of Directors or any committee created by it with a support of the majority. Exiting and re-entering an in camera session will be permitted with the und<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erstanding that all present are obligated to keep the proceedings confidential. 4.3 Non-members will be permitted to attend an in-camera session of the Board of Directors or any Committee created by it, only after a motion requesting attendance to an in camera session is approved by a majority vote of members present and voting. External consultants present during such in camera sessions may be required to preserve the confidentiality of discussions during such a session. 4.4 If any person in attendance at a meeting of the Board of Directors or any Committee created by it, held in-camera, shall give notice of their intention not to be bound by the provisions of this by-law of SAMED, and refuse to leave the room when requested to do so, the Chair shall, subject to a resolution of the board supported by a majority vote, adjourn the meeting, after having informed members that it will be reconvened at a time and place of which the offending person will not be notified. 4.5 Committees are advisory to the Board. Only the full Board makes formal decisions. Committee meetings are held in-camera, and their recommendations should not be discussed outside of the Committee or the Board. Discussions with others for the purpose of gathering input for committee consideration are acceptable and each Committee chair would have to exercise discretion and communication that decision to all present during a Committee meeting where an external person is present. 5. Conflict of Interest 5.1 A conflict of interest arises when there is a relationship which exists which could result in the Board or Committee member being perceived as being biased either for or against the topic of discussion. 5.2 Any Member of the SAMED Board, Executive, and/or Staff who has a personal interest, directly or indirectly, in any contract, transaction, proposed contract, or proposed transaction, under consideration of the Board of Directors or of a Committee created by it shall be deemed as being in a conflict of interest, where: a) Contract i<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>teness of the Confidential Information or any other information disclosed under this Agreement and each party agrees that none of the foregoing will have any liability under this Agreement to the Receiving Party with respect to the Confidential Information or for any errors therein or omissions therefrom. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and that it will be entitled to rely solely on such representations and warranties as may be included in a Definitive Agreement (as defined below), subject to such limitations and restrictions as may be contained therein. The term “Definitive Agreement” means a written agreement with respect to the Transaction, when and as executed and delivered by all the parties thereto, binds the parties thereto to close the Transaction, subject only to such conditions to closing as may be negotiated between the parties, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid. 11. Each party agrees that for a period of two (2) years from the date of this Agreement, neither it nor any of its Representatives will, directly or indirectly, solicit for employment or employ any individual serving as an officer of the Disclosing Party or any employee of the Disclosing Party or any of its subsidiaries, in each case with whom the Receiving Party has had substantial contact during its investigation of the Disclosing Party and its business, in each case without obtaining the prior written consent of the Disclosing Party; provided that the Receiving Party may make general solicitations for employment not specifically directed at the Disclosing Party or any of its subsidiaries or their respective employees (including, without limitation, by a bona fide search firm) and solicit and employ (i) any person who responds to such general solicitations, and (ii) any person with whom the Receiving Party was discussing employment prior to the date of this Agreement or with whom the Receiving Party initiates discussions regarding employment after such person is no longer an employee of the Disclosing Party or its subsidiaries. 12. Each party agrees that for a period of one (1) year from the date of this Agreement, unless invited or requested by the other party to do so, neither it nor any of its Representatives will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Disclosing Party’s assets or businesses, or similar transactions involving the Disclosing Party or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Disclosing Party; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Disclosing Party (collectively, a transaction specified in (a)(i), (a) (ii) and (b)(i) involving a majority of the Disclosing Party outstanding capital stock or consolidated assets, is referred to as a “Business Combination”), (ii) propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of the Disclosing Party, (iii) nominate any person as a director of the Disclosing Party, or (iv) propose any matter to be voted upon by the stockholders of the Disclosing Party; (c) directly or indirectly, form, join or in any way participate i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n a third party “group” (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any securities (including in derivative form) of the Disclosing Party or a Business Combination involving the Disclosing Party; (d) request the Disclosing Party (or any of its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (e) take any action that could reasonably be expected to require the Disclosing Party to make a public announcement regarding a potential Business Combination; provided, however, that the restrictions set forth in this paragraph shall terminate immediately upon the public announcement by the Disclosing Party that it has entered into a definitive agreement with a third party for a transaction involving a Business Combination. Notwithstanding the foregoing, a party may communicate to the board of directors of the other party or any member thereof confidential, non-public offers, proposals or inquiries relating to any potential transaction specified in the foregoing clauses (a)(i), (a)(ii) or (b)(i) with or involving the other party, in each case in a manner that would not require the other party to make a public disclosure thereof. 13. Each party agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by the Receiving Party or its Representatives and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach (or threatened breach), without proof of damages, and each party further agrees to waive, and use its best efforts to cause its Representatives to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not 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. 14. Notices given under this Agreement shall be in writing and delivered by first class, certified mail, by nationally-recognized overnight carrier service or by email (followed by overnight delivery by a nationally-recognized overnight carrier service) to each signatory at the addresses identified on page 1 of this Agreement unless changed by written notice. Unless changed by written notice, notices to Borderfree shall be sent to the address set forth above to: Attention Michael DeSimone, Chief Executive Officer, with a copy to Office of the General Counsel; and notices to PBI shall be sent to the address set forth above to: Attention: Jeff Brennan, Vice President, Corporate Development & Strategy with a copy to: Attention: Office of the General Counsel. 15. The Disclosing Party does not intend to waive any of the attorney-client privilege<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 legal obligation of any kind to enter into any further agreement with respect to the Purpose or any other matter whatsoever, absent a further written agreement between the Parties executed by their duly authorized representatives. 5. OWNERSHIP The Disclosing Party will remain the owner of its intellectual property, including any title, ownership, or license under any patents, copyrights or other intellectual property rights in the Disclosing Party’s Confidential Information. Nothing in this Agreement is to be construed as granting a Receiving Party any title, ownership, or any license under any patents, copyrights or other intellectual property rights in any of the Disclosing Party’s Confidential Information. 6. INDEPENDENT DEVELOPMENT Nothing in this Agreement will be construed as a representation that a Receiving Party will not develop, communicate or use technology, information or products that, without violation of this Agreement, compete with, are the same as, or similar to the Disclosing Party’s Confidential Information. 7. NO WARRANTY OF ACCURACY The Disclosing Party’s Confidential Information is provided on an ‘AS IS’ basis, without any representations or warranties as to its accuracy or completeness. The Disclosing Party shall have no liability to the Receiving Party resulting from any use by the Receiving Party of the Disclosing Party’s Confidential Information and all implied warranties of merchantability and fitness for a particular purpose are expressly disclaimed and excluded. 8. TERM, TERMINATION AND CONFIDENTIALITY PERIOD 8.1 This Agreement shall commence on the Effective Date, and unless earlier terminated in accordance herewith, shall continue in force for a period of [NUMBER OF] year(s) from the Effective Date. Notwithstanding the expiration or earlier termination of this Agreement, the obligations of confidentiality with respect to any Confidential Information exchanged between the Parties prior to the expiration or earlier termination of this Agreement, shall remain in full force and effect until such Confidential Information falls within the scope of the exceptions set out in Article 3. 8.2 A Party may terminate this Agreement, without cause, upon twenty (20) Business Days’ prior written notice to the other Party. 8.3 Unless otherwise requested in writing by the Disclosing Party within fifteen (15) days of the expiration or earlier termination of this Agreement, or upon written notice given at any time during the Term of this Agreement requesting the return of the Disclosing Party’s Confidential Information, following the expiration of the fifteen (15) day delay provided for above the Receiving Party shall destroy all tangible forms and destroy/delete all intangible forms of Disclosing Party’s Confidential Information (including any originals and all copies thereof) in its possession. Notwithstanding the foregoing, the Receiving Party shall be permitted to retain one copy of the Retained Information and such Retained Information shall be treated by the Receiving Party in accordance with this Agreement. Upon written request by the Disclosing Party, the Receiving Party shall provide to the Disclosing Party or shall cause to be provided to the Disclosing Party, a written confirmation executed by a duly authorized officer of the Re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ceiving Party that all originals and any copies of Disclosing Party’s Confidential Information (other than Retained Information) or any portion thereof have been returned or destroyed, as the case may be, and shall no longer be used in any manner whatsoever by the Receiving Party. 9. REMEDIES Receiving Party acknowledges that the disclosure of the Disclosing Party’s Confidential Information in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an adequate remedy. Therefore, Receiving Party agrees that in the event of a breach or threatened breach of Receiving Party’s confidentiality obligations hereunder, Disclosing Party will be entitled to seek specific performance and injunctive relief as remedy for any such breach or anticipated breach. Any such relief shall be in addition to and not in lieu of monetary damages. 10. GENERAL PROVISIONS 10.1 Assignment: This Agreement may not be assigned by either Party, in whole or in part, without the prior written consent of a duly authorized representative of the other Party. Any such assignment shall not relieve a Party of its obligations hereunder. 10.2 Advice of Counsel: Each Party to this Agreement represents and warrants to the other that such Party has read and fully understands the terms and provisions hereof and has executed this Agreement based upon such Party's own judgment and advice of independent legal counsel (if sought). 10.3 Amendment: This Agreement may only be amended by a written agreement executed by the duly authorized representatives of the Parties. 10.4 Entire Agreement: This Agreement, and any amendments thereto signed by the duly authorized representatives of the Parties, constitute the complete and exclusive statement of terms and conditions between the Parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements, oral or written statements which are inconsistent herewith, whether or not such other agreements have been signed by the employees, students or other agents of the Parties. 10.5 Export Controls: The Parties shall comply with any law, by-law, regulation, rule, order, ruling, policy or directive, from any releva<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ication) which is furnished hereunder to a party or to its Representatives by or on behalf of the disclosing party (herein collectively referred to as the "Evalu<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ation Material") in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions hereinafter set forth. 1. EVALUATION MATERIAL. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnish<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit (d)(2) NON-DISCLOSURE AGREEMENT This AGREEMENT is effective as of January 12, 2015 (“Effective Date”) by and between Pitney Bowes Inc., a company having a place of business at 3001 Summer Street, Stamford, CT 06905 (together with its subsidiaries and other affiliates, “PBI”), and Borderfree, Inc., a <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>company having a place of business at 292 Madison Avenue, 5th Floor, New York, NY 10017 (together with its subsidiaries and affiliates “Borderfree”). The parties hereto agree as follows: 1. PBI and Borderfree each have an interest in exploring a possible negotiated business transaction (the “Transaction”) relating to the potential acquisition of Borderfree (the “Business”). To explore the Transaction, it may be necessary for each party to disclose certain Confidential Information to the other party. “Confidential Information” shall mean any information disclosed or provided to one party (the “Receiving Party”) on or after the Effective Date by or on behalf of the other party (the “Disclosing Party”), which the Disclosing Party has not released publicly and which the Disclosing Party considers confidential and/or in which the Disclosing Party has a proprietary interest. Confidential Information includes, without limitation, information, know-how, specifications, materials, models, plans, discoveries, trade secrets (as such term is defined in the Uniform Trade Secrets Act in effect on the Effective Date), records, data, business, marketing, manufacturing and financial records, operations and strategies, invention plans, distribution channels, and technical and product information, customer data, product services, information of the Disclosing Party’s subsidiaries and entities under its control and other communications concerning the Transaction and/or the Disclosing Party’s business and operations, together with all portions of analyses, compilations, notes, studies and other documents prepared by or for the benefit of the Receiving Party which contain or otherwise reflect any of the foregoing. The term Confidential Information also includes, without limitation: (a) the identity (by name or identifiable description) of the parties hereto; (b) the fact that the parties hereto are considering a Transaction; and (c) all analyses, compilations, forecasts, summaries, studies or other materials prepared by the Receiving Party and its Representatives (as defined below) in connection with their review of, or the Receiving Party’s interest in, the Transaction which, in whole or in part, contain or reflect or are based on any information referred to in this Section (“Analyses”). All information not meeting the requirements of this Section shall be considered non-confidential. 2. For a period of three (3) years from the date of initial disclosure, Confidential Information received by the Receiving Party from the Disclosing Party hereunder shall be: (a) held in confidence by the Receiving Party and not disclosed to any third party; and (b) used by the Receiving Party only for the purpose of evaluating and completing the Transaction. The Receiving Party may disclose Confidential Information on a need to know basis to its and its affiliates’ officers, directors, employees, consultants and advisors (including, without limitation, financial advisors, investment banks, the agents and lenders under the Receiving Party’s existing credit facilities, attorneys and accountants) (“Representatives”) who have a need to know such information for purposes of evaluation and completion 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|>rties 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 copy 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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|>C E R T I F I C A T I O N P O L I C Y NONDISCLOSURE AGREEMENT / CONDUCT POLICY Recipient agrees that all information disclosed by the Company to Recipient, including without limitation information acquired by Recipient from Company employees or inspection of the Company’s property, relating to (without limitation) the Company’s products, designs, business plans, business opportunities, finances, research, development, know-how or personnel, and confidential information disclosed to the Company by third parties, shall be considered Confidential Information. Recipient agrees to maintain the confidence of the Confidential Information and to prevent its unauthorized dissemination; provided however, that Confidential Information shall not include information which (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, (iii) is independently developed by Recipient without the use of any Confidential Information, (iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation, or (v) the Company agrees in writing may be disclosed by Recipient. Recipient expressly agrees not to use the Confidential Information for purposes other than those necessary to consider the possibility of entering into a business relationship with the Company. All Confidential Information remains the property of the Company and no license or other rights in the Confidential Information is granted hereby. All information is provided “as is” and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. Recipient agrees to return to the Company immediately upon the Company’s written request all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. Recipient agrees to comply with all United States export controls with respect to the Confidential Information. Recipient hereby acknowledges that unauthorize<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d disclosure or use of Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Recipient agrees that the Company shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies it may have. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as they apply to contracts entered into and wholly to be performed in the State of California. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Prior to taking YOUR exam, you will be required to accept the terms and conditions of the VMware NONDISCLOSURE AGREEMENT (NDA). You will view the agreement on screen before the exam starts. If you choose NOT to agree to the NONDISCLOSURE AGREEMENT (NDA) after you select Begin Exam, your exam will be immediately cancelled and you will forfeit your exam fee. BY CLICKING THE “YES, I AGREE” BUTTON ON THE EXAM ENTRY SCREEN, YOU STATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU SELECT THE "NO, I DO NOT AGREE" BUTTON, YOU WILL BE EXITED FROM THE EXAM.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ce Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: a. supervising those who provide Banking and Financial Servi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ces to Customers or Potential Customers; b. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee’s role to the Customer or Potential Customer; c. performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer. 6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: c. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or d. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or e. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization. 7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ngs. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED, AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES). 14. Counterparts. This<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/ ROLAND W. SAMPLES Roland W. Samples WYNDHAM HOTEL CORPORATION, a Delaware corporation By: /s/ MICHAEL SILVERMAN Name: Michael Silverman Title: Authorized Agent CLUBHOUSE HOTELS, INC. a Kansas corporation By: /s/ ROLAND W. SAMPLES Name: Roland W. Samples 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|>BUYER’S CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them hereunder: 1.1.1 “Aldes” – means and includes Aldes Business Brokers Franchise Africa (Pty) Ltd (Registration Number: 2006/036900/07) and any and all of its subsidiaries, any and all of its holding companies, any other entities forming part of<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> its group of companies and/or any and all of its franchisees from time to time, or any one of them as the context may require; 1.1.2 “Business/es” – means such assets (whether tangible or intangible), business/es and/or entity/ies (albeit close corporations, partnerships, trusts, private companies, public companies, joint ventures, sole proprietors and/or otherwise) introduced by Aldes to the Buyer for sale (albeit as is listed for sale on the Aldes database or website or otherwise); 1.1.3 “Buyer” – means the person/entity described and identified as such in the Buyer’s Profile on the face of this Agreement; 1.1.4 “Confidential Information” – means any and all information disclosed by Aldes, the Seller/s and/or the Business/es to the Buyer from time to time regarding, in respect of and/or related to the Business/es or Seller/s and/or for purposes of the possible acquisition of the Business/es by the Buyer; 1.1.5 “Confidential Materials” – means any materials and/or documents which contain Confidential Information; 1.1.6 “Seller/s” – means each of the owners, of each of the Business/es introduced by Aldes to the Buyer from time to time, independently and separately. 1.2 In this Agreement, unless the context clearly indicates a contrary intention, words in the singular shall include the plural and vice versa, words in the masculine gender shall include the feminine and neuter gender and vice versa, and a reference to natural persons shall include created entities (corporate and unincorporated) and vice versa. 1.3 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 1.4 The terms of this Agreement, having been negotiated, shall not be interpreted against the person/entity who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the person/entity relying on same. 1.5 This Agreement shall be governed by, construed and interpreted in accordance with the law of the Republic of South Africa. 1.6 This Agreement constitutes a stipulatio alteri (namely, a benefit in favor of a third party which may be accepted by such third party) in favor of the Business/es and the Seller/s, the benefits of which may be accepted by them at any time. 2. BACKGROUND 2.1 The Buyer records that it is (and/or has been and/or will be) partaking in investigations of (and/or negotiations with) various Seller/s and/or Business/es, with a view towards potentially acquiring such Business/es. The Buyer further acknowledges that it is serious in its investigations towards potentially acquiring a Business. 2.2 The Buyer realises that, in the course of its investigations (and/or negotiations), Aldes, the Business/es and/or the Seller/s will be required to disclose Confidential Information and/or Confidential Material to the Buyer, albeit for the purposes of assisting the Buyer in determining whether or not it wishes to acquire any Business/es or otherwise. 2.3 The Buyer acknowledges and agrees that the sole reason for, and the sole purpose of, any disclosures of Confidential Information and/or Confidential Material by Aldes, the Business/es and/or the Seller/s is strictly limited to that stated in clauses 2.1 and 2.2 above (the “Purpose”). 3. PERIOD 3.1 This Agreement shall be taken to have commenced, notwithstanding the signature date hereof, on the earliest of: 3.1.1 the date of signature of this agreement by the Buyer; or 3.1.2 the date of the first meeting or correspondence between Aldes and the Buyer regarding any Business/es and/or Seller/s; and shall continue in perpetuity thereafter. 4. UNDERTAKING OF CONFIDENTIALITY 4.1 The Buyer undertakes, towards and i<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>uiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the definition of Permitted Hotels in Section 2(d) above shall include clause (E) thereof from and after such date. As used in the preceding sentence and in Section 2(f) below, an "affiliate" of any person means any other person controlling, controlled by, or under common control with, such first person. (f) If, by July 1, 1998 (if the merger of Acquiror into Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement (as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not occurred by that date) or one (1) year after the closing of the Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998), Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the term of the Restricted Period automatically shall be reduced from five (5) to three (3) years. (g) Except as otherwise expressly permitted hereby, the covenants in this Section 2 are intended to restrict Samples from competing in any manner with the Acquiror Companies, the Target Company and the Related Entities or the Business in the activities that have heretofore been carried on by the Acquiror Companies, the Target Company and the Related Entities. The obligations 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 Co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>venants. 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 injunction 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 to time, geographical area or scope of activity to be restrained, then the court so holding shall at the request of any of the Acquiror Companies or the Target Company or any Related Entity reform such provisions to the extent necessary to cause them to contain reasonable limitations as to time, geographical area and scope of activity to be restrained and to give the maximum permissible effect to the intentions of the parties as set forth herein; and the court shall enforce such provisions as so reformed. If, notwithstanding the foregoing, any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and 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|>ependently developed by the Receiving Party; e. is approved for release by written authorization of the disclosing party; or f. if orally disclosed by one party to the other and within thirty (30) days after the oral disclosure, the disclosing party does not so identify it in writing as Confidential Information. Neither party will disclose to third parties or fail to treat as Confidential Information any information received orally from the disclosing party unless the disclosing party fails for thirty (30) days after such disclosure to identify the information disclosed as being confidential or proprietary. 2. Term. This Agreement shall commence when executed and continue for a period of one (1) year. The Parties agree that from the date of first receipt, and for a period of three (3) years following the last disclosure of Confidential Information, the party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in this Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential information which it does not desire to have published or disseminated. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as strict as required by this Agreement. 3. Marking. All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked. It is the intent of the Parties to mark information as confidential and/or proprietary prior to release to the Receiving Party. However, such markings may be overlooked and or disclosed verbally or visually and shall not diminish the value of its confidentiality. 4. Return of Confidential Information. All Confidential Information and any copies and extracts thereof shall be promptly r<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eturned to the disclosing party or at any time within thirty (30) days of receipt of a written request by the disclosing party for the return of such Confidential Information. If authorized by the disclosing party, such Confidential Information may be destroyed by the Receiving Party if such destruction is certified by the Receiving Party to the satisfaction of the disclosing party. 5. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license, express, implied or otherwise, for any information, discovery or improvements made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement. 6. Limitation on Use and Disclosure of Confidential Information. Confidential Information shall be used solely for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships. (a) Confidential Information shall not be copied or reproduced by the Receiving Party, except for such copies as may be reasonably required for accomplishment of the purposes stated herein; (b) Confidential Information shall be disclosed only to employees, agents, and other parties of the Receiving Party who have a “need to know” in connection with the purposes stated herein; and (c) This Agreement shall not restrict the disclosure or use of information that: (i) was in the public domain at the time of disclosure or thereafter enters the public domain through no breach of this Agreement by the Receiving Party; (ii) was, at the time of the receipt by the Receiving Party, otherwise known to the Receiving Party without restrictions as to the use or disclosure; (iii) becomes known to the Receiving Party from a source other than the disclosing party without breach of this Agreement by the Receiving Party; or (iv) is developed independently by the Receiving Party and without reliance upon the Confidential Information disclosed herein. 7. Trading Limitations. The Parties’ will comply with any applicable United States securities laws. 8. Arbitration and Equitable Relief. (a) Arbitration. Except as provided herein, the Parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, Californi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 of such access including, without limitation, any and all claims and causes of action for personal injury, death or property damage occurring as a result of the Recipient or any of the Recipient's Representatives' access to such properties or facilities and the Recipient agrees to indemnify, defend and hold harmless the Receiver, or any of its Representatives from and against any and all liabilities, claims and causes of action for personal injury, death or property damage occurring on or to such property or facility as a result of entry onto the premises by the Recipient or any of the Recipient’s Representatives. You shall, and shall cause your Representatives to, comply fully with all rules, regulations and instructions issued by the Receiver regarding you or the Recipient's Representatives' access to such properties or facilities. 13. The Recipient understands and acknowledges that neither the Receiver nor any of its Representatives<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Recipient agrees that neither the Receiver nor any of its Representatives shall have any liability to the Recipient or any of the Recipient's Representatives relating to or resulting from use of the Confidential Information by the Recipient or the Recipient’s Representatives. The Recipient further understands and agrees that (i) the Receiver (a) shall be free to conduct the process for a Transaction as it in its sole discretion 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|>IDENTIAL INFORMATION in violation of the terms of this AGREEMENT will cause the DISCLOSING PARTY substantial competitive injury; NOW THEREFORE, for and in consideration of the above premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the PARTIES, intending to be legally bound, hereby agree as follows: 1. Definitions. (a) “RECEIVING PARTY” shall mean a PARTY that has received access to CONFIDENTIAL INFORMATION by any of the other PARTIES. (b) “DISCLOSING PARTY” shall mean a PARTY that has disclosed CONFIDENTIAL INFORMATION to any of the other PARTIES. (c) “CONFIDENTIAL INFORMATION” shall mean information, provided by the DISCLOSING PARTY in written, oral, visual or electronic form related to emergency services, homeland security, communications networks and Broadband and/or any information otherwise designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure by the DISCLOSING PARTY as part of the NRSC analysis. CONFIDENTIAL INFORMATION that is marked or otherwise identified as specified in this Subsection may include, without limitation, any information relating to or concerning trade secrets and commercial, proprietary or financial information of any sort, and any information related to or concerning a Party’s affiliates or subsidiaries. CONFIDENTIAL INFORMATION shall not include information that (i) is otherwise in the public domain, unless such information is wrongfully in the public domain due to RECEIVING PARTY’s action or RECEIVING PARTY is informed, in writing, by the DISCLOSING PARTY, that such information is wrongfully in the public domain; (ii) can be shown by documentation to have been lawfully obtained or developed independently of any disclosure made by the DISCLOSING PARTY pursuant to this AGREEMENT and is not subject to any obligation of nondisclosure owing to any PARTY; (iii) is clearly identified by the DISCLOSING PARTY in a written statement authorizing disclosure notwithstanding this AGREEMENT and any prior designation as confidential, or (iv) is in the possession of the RECEIVING PARTY, without restrictions on use or disclosure, prior to its receipt from the DISCLOSING PARTY. (d) “ENTITY” shall mean any person, partnership, joint venture, government, agency, department, government official, governmental subdivision, association, firm, corporation,, or advisory committee of any kind. 2. Consideration. The consideration for the covenants and agreements of each PARTY contained in this AGREEMENT shall be that PARTY’s right to receive access to CONFIDENTIAL INFORMATION as part of NRSC analysis, and that PARTY’s right to protect such CONFIDENTIAL INFORMATION as it deems appropriate to disclose pursuant to this AGREEMENT, which the PARTIES acknowledge and agree shall constitute sufficient and adequate consideration. 3. Nondisclosure; Ownership of Proprietary Property. (a) Each PARTY hereby acknowledges that it is in the best interests of the other PARTIES to insist on the confidentiality of any and all CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. (b) Each PARTY reserves the right to decide not to disclose any CONFIDENTIAL INFORMATION, and nothing herein shall require the disclosure of any CONFIDENTIAL INFORMATION by any PARTY. It is understood that any disclosures undertaken purs<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uant to the AGREEMENT are voluntary and do not constitute a waiver of any rights or privileges with respect to future or other disclosures. (c) The PARTIES hereby agree that the DISCLOSING PARTY shall retain ownership and control over any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. The RECEIVING PARTIES shall not by reason of any disclosure made pursuant to this AGREEMENT thereby obtain any rights with respect to such CONFIDENTIAL INFORMATION other than the right of the PARTY, or an ENTITY that the PARTY assigns its rights to under this Agreement in compliance with Section 5 herein, to use the CONFIDENTIAL INFORMATION for the purposes of NRSC analysis only, and agree that they will not: (i) use such CONFIDENTIAL INFORMATION for any reason other than NRSC analysis only as expressly authorized by this Agreement; or (ii) sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, appropriate, or otherwise communicate any such CONFIDENTIAL INFORMATION to any person or ENTITY outside the RECEIVING PARTY or its assignee under this Agreement, except as expressly authorized under this AGREEMENT. (d) The RECEIVING PARTIES agree that they will not disclose any CONFIDENTIAL INFORMATION to any contractor or consultant who is not bound by a non-disclosure agreement with the RECEIVING PARTY. CONFIDENTIAL INFORMATION may only be disclosed to those employees, subcontractors and officers of a PARTY and a Party’s subsidiaries and affiliates with a direct need to know the information for purposes of NRSC analysis and to counsel for purposes of obtaining advice regarding that PARTY’s rights and responsibilities under this AGREEMENT. The RECEIVING PARTY agrees to be responsible for their employees, subcontractors and officers’ compliance with this AGREEMENT. (e) Each PARTY shall exercise its reasonable commercial efforts to ensure the continued confidentiality of all CONFIDENTIAL INFORMATION delivered or disclosed pursuant to this AGREEMENT and, in any event, shall protect such information with at least the same degree of care it uses to protect its own confidential, commercial, proprietary, and financial information of a similar nature. If any CONFIDENTIAL INFORMATION is<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>39 and Open Text Corporation, having a principal place of business at 275 Frank Tompa Drive, Waterloo, Ontario, Canada (“you” or the “Other Party”). You have requested information regarding Daegis Inc., a Delaware corporation (collectively, with its subsidiaries, the “Company”) with respect to a proposed Transaction as detailed below. Such a Transaction could include a possible purchase of all or a portion of the stock, assets or business of the Company, or any related transactions as may be mutually agreed to between you and the Company (each, a “Transaction”). In connection with your consideration of any possible Transaction, the Company is prepared to furnish you with certain “Evaluation Material” (as defined in Appendix A hereto) in accordance with the provisions of this agreement (the “Confidentiality Agreement”). 1. Use of Evaluatio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n Material. You and each individual or entity you provide access to the Evaluation Material agree: (a) to use the Evaluation Material solely for the purpose of determining whether you wish to enter into any possible Transaction and the terms thereof, and (b) subject to the section captioned “Legally Required Disclosure” below, to keep the Evaluation Material strictly confidential, and not to disclose or use any of the Evaluation Material in any manner inconsistent with this Confidentiality Agreement; provided, however, that any of such information may be disclosed to your Affiliates (as defined in Appendix A hereto) and the Representatives (as defined in Appendix A hereto) who need to know such information for the sole purpose of help<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>horization), or that has been independently developed and disclosed by others (except where such independent development and disclosure has been made by Master Distributor or any other person or entity without authorization), or that otherwise enters the public domain through lawful means. (h) Copyrights. The term "Copyrights" means all original works of authorship including literary, artistic, pictorial, graphic and other intellectual works owned or claimed by the Company which are registered with the United States Copyright Office or the copyright office of any nation, state or political jurisdiction within the Territory, are eligible to be so registered, or are entitled to protection by and under the laws and treaties of the United States or the substantial equivalent laws of any political subdivision, nation and/or state within the Territory. i) Customer. The term "Customer" means any end-user of a Product "Intellectual Property". The term "Intellectual Property" means the Copyrights, Marks and Patents, collectively or in combination, as the context suggests. (k) Marks. The term "Marks" means all trade names, word marks, trademarks, service marks and logos or designs (including any @e dress that is susceptible to protection under the laws of the United States or any other political subdivision in the Territory), whether or not registered with the United States Patent and Trade<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mark Office or trademark office or registry of any nation, state or political jurisdiction within the Territory, placed upon or used in connection with the Business of Company or the sale, distribution, promotion and marketing of the Products or any other goods or services provided or distributed by Company, including, without limitation, "ACT and design," "Air-Chem Technologies W" and "The ACT Monitoring Card System TM", together with any and all other marks that may be developed for use or are used in connection with the marketing or distribution of the Products or any other goods or services provided or distributed by Company; provided, however, the term "Marks" shall not include the trademarks and, which are owned by Master Distributor. (1) Master Distributorship Agreement The term "Master Distributorship Agreement" means that certain Agreement by and between Company and Master Distributor dated as of the 1st day of January, 1996. (m) Patents. The term "Patents" means all inventions or letters patent owned or obtained by or on behalf of Company, and which are registered with the United States Patent and Trademark Office or the patent office or registry in any political subdivision, nation or state in the Territory or are eligible for registration and/or other protection under the laws and treaties of the United States or of any other political subdivision, nation or state in the Territory. (n) Products. The term "Products" means and includes the Products to be distributed by the Master Distributor under the Master Distributorship Agreement. (o) Proprietary Information. The term "Proprietary Information" means all of the following materials and information, whether or not patentable or protected or protectable, by copyright or equivalent design, registration law or regulation existing from time to time with any part of the Territory, to which Master Distributor has received access or which Master Distributor receives, develops, or has developed, in whole or in part, as a direct or indirect result of performing this Agreement or through the use of any of Company's facilities or resources: (i) Production processes, quality control processes and/or procedures, marketing techniques, purchasing information, pricing policies, quoting procedures, financial information, customer names and requirements, customer data and other materials or information relating to the manner in which Company does business; (ii) Discoveries, concepts and ideas, and the embodiment thereof, whether or not patentable or subject to protection by a copyright, I including, without limitation, the nature and results of research and development activities, processes, formulas, techniques and "know-how"; (iii) Any other materials or information related to the business or activities of Company which are not generally known to others engaged in similar business or activities; (iv) Trade Secrets, Confidential Information or other proprietary information which Company has acquired or may in the future acquire from any third party, including, without limitation, operating principles, documentation, drawings, programs and performance specifications and results, provided to Company by such third parties pursuant to agreements, understandings and/or acknowledgments to the effect that such trade secrets and confidential or proprietary information provided to Company by such third parties (collectively "Third Party Confidential 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) Terr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NETWORK CONFIDENTIAL INFORMATION NON DISCLOSURE AGREEMENT THIS AGREEMENT is made and entered into effective , , by and between, the State of Illinois, (the “State"), and (“Vendor”) for itself and its affiliated companies. WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION"). NOW, THEREFORE, the State and Vendor agree as follows: 1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nformation for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State. These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL I<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>STRICTLY CONFIDENTIAL January 27, 2012 Sycamore Partners Management, L.L.C. 9 West 57 Street, 31 Floorthst New York, New York 10019 Attention: Stefan Kaluzny Managing Director Dear Mr. Kaluzny: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is dated as of January 27, 2012 by and between Sycamore Partners Management, L.L.C., a Delaware limited liability company (the “Receiving Party”) and The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). 1. Confidential Information; Representatives. (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”). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, principals, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, and financial advisors (collectively, “Representatives”) of the Receiving Party, the Receiving Party agrees to treat the Confidential Information strictly in accordance with the provisions of this Agreement and to otherwise comply, and to cause its Representatives to comply, with all obligations hereinafter set forth. (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, stra<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tegic 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 below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information. 2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party’s possession prior to disclosure by the Company, provided that such information, to the Receiving Party’s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclosed to the Receiving Party by a third party, to the Receiving Party’s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis. 3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall, and shall cause its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party’s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company’s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives. (b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, 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|> party and disclosing party are dealing with separate departments or individuals or may well have done so previously. The receiving party accepts this fact and whilst the disclosing party shall not intentionally interfere with the receiving party’s marketing strategy, this may at times be inevitable. 5. RETURN OF CONFIDENTIAL INFORMATION Either party may request in writing at any time that any confidential information or any documents containing such confidential information, disclosed pursuant to the terms of this agreement and any copies thereof be returned with a written statement to the effect that upon such return the receiving party has not knowingly retained in its possession or under its control, either directly or indirectly, any such confidential information or any documents containing such confidential information or any copies thereof and the receiving party shall comply with any such request within seven days of receipt of such request. 6. TITLE All confidential information of the disclosing party is acknowledged by the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party. 7. STANDARD OF CARE The parties agree to protect the confidential information of the other party using not less than the same standard of care that would be applied to its own proprietary, secret or confidential information and that th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e confidential information shall be stored and disclosed in such a way as to prevent unauthorised disclosure. 8. EXCLUDED INFORMATION The obligations pursuant to this agreement shall not apply to any confidential information – 8.1 is in the possession of the receiving party prior to receipt from the disclosing party; 8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement; Approved By: Executive Committee Revision No.: 07 8.3 is received from a third party without similar restrictions and without breach of this agreement. 9. BREACH Should either party (the “defaulting party”) breach any provision of this agreement and fail to remedy such breach within seven days after receiving written notice from the other party (the “aggrieved party”) requiring it to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled, without prejudice to the aggrieved party’s other rights in law, to claim from the defaulting party such damages to which it may be entitled at common law or in equity including inter alia injunction and specific performance. Notwithstanding anything to the contrary contained in this agreement, neither party shall be entitled to cancel this agreement in any circumstances whatsoever. 10. ACKNOWLEDGEMENTS The parties acknowledge that the undertakings herein are fair and reasonable and are reasonably required to protect the other party’s confidential information. 11. GENERAL 11.1 Any failure or delay by either party in exercising any right, power or privilege in relation to any confidential information and/or pursuant to this agreement will not constitute a waiver of that right, power or privilege, nor will any single or partial exercise thereof preclude any further exercise of that right, power or privilege. 11.2 This agreement constitutes the sole record of the agreement between the parties in regard to the subject matter thereof. 11.3 Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein. 11.4 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties. 12. DOMICILIUM AND NOTICES The parties choose as their domicilium et executandi “domicilium” for all purposes arising from or pursuant to this agreement the following address – BEE ONLINE(PTY) LTD Landmark on Empire 12th Floor, 25 Owl Street Auckland Park 2092 Marked for the attention of the MANAGING DIRECTOR Tel: (011) 482 4809 Fax: (086) 623-838<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a whole. (d) Waivers. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. (e) Notices. All notices or reports permitted or required under this Agreement will be in writing and will be sent by personal delivery or reputable expedited delivery service with signature required. All such notices or reports will be deemed given upon receipt. Notices will be sent to the addresses set forth at the beginning of this Agreement, in this section, or such other addresses as either Party may specify in writing. (f) Governing Law; Jurisdiction. This Agreement is made under and s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hall be construed according to the laws of the State of California without regard to any conflict of law principles that would provide for the application of the law of another jurisdiction. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in the Northern District of California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. (g) Injunctive Relief. Receiving Party agrees that disclosure of Confidential Information without the express written permission of Disclosing Party will cause Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by Receiving Party will entitle Disclosing Party to injunctive relief, in addition to any other legal and/or equitable remedies available to it. Notwithstanding clause (f), Disclosing Party may seek injunctive relief in any court of competent jurisdiction. (h) Independence. The Parties do not intend that any agency or partnership relationship be created between them by this Agreement. (i) Entire Agreement; Amendment. This Agreement constitutes the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporane<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ment) to any third party any information (including Confidential Information) regarding the Transaction, including without limitation, the fact that discussions are occurring concerning the Transaction, any of the terms or conditions relating to the Transaction being discussed by the Parties, or the existence of this Agreement. 7. This Agreement shall become effective on the date first set forth above and shall continue for the longer of (i) one (1) year from the Effective Date or (ii) one (1) year after the termination of any definitive agreement entered into by the Parties with respect to the Transaction, except as otherwise explicitly stated herein. 8. The Parties understand and agree that unless and until a definitive agreement between Proxicom and Dimension with respect to a possible Transaction is executed and delivered, neither Proxicom nor Dimension will be under any legal obligation of any kind with respect to the Transaction by virtue of this or any other written or oral expression, except for matters expressly agreed herein. Neither Party makes any representation or warranty as to the accuracy or completeness of any information disclosed hereunder. 9. Dimension hereby acknowledges that Proxicom is disclosing its Confidential Information in consideration of Dimension's agreement not to propose to Proxicom or any other person or entity any transaction between Dimension and Proxicom and/or its security holders or involving any of Proxicom's securities or security holders unless Proxicom shall have requested in writing that Dimension make such a proposal, and that Dimension will not acquire, or assist, advise or encourage any other persons or entities in acquiring, directly or indirectly, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>control of Proxicom or any of Proxicom's securities, businesses or assets for a period of one (1) year from the date of this Agreement unless Proxicom shall have consented in advance in writing to such acquisition. Dimension also agrees that Proxicom shall be entitled to equitable relief, including injunction, in the event of any breach of the provisions of this paragraph and Dimension further agrees that it shall not oppose the granting of such relief. Notwithstanding the foregoing, Dimension shall not be subject to the restrictions provided in this paragraph 9 if (i) at any time, any person or entity other than Dimension announces an intention to acquire, directly or indirectly, any voting securities or assets of Proxicom or (ii) Proxicom publicly solicits offers for its acquisition or the acquisition of its business and/or assets in their entirety. 10. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their respective desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. 11. Each Party acknowledges that it is aware (and that its affiliates, employees, representatives and consultants who are apprised of the possible Transaction have been advised) that the United States and other applicable securities laws prohibit any person who is aware of material, non-public information about a company obtained directly or indirectly from that company, from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 12. This Agreement: (a) is the complete Agreement of the Parties concerning the subject matter hereof and supersedes any and all prior Agreements, understandings or discussions with respect to the subject matter hereof; (b) shall not be construed to create any obligation on the part of either Party to complete the Transaction or to compensate the other Party in any manner, except as may be set forth by a separate written Agreement duly executed and delivered by the Parties; (c) may not be amended or in any manner modified except in a writing signed by the Parties; and (d) shall be governed and construed in accordance with the laws of the United States and, in particular, the State of New York except its rules as to choice of law. The Parties agree 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|>ings, or other written, photographic, or tangible material containing Proprietary Information (collectively, “Records”), whether created by Kennedy or others, which shall come into Kennedy’s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company. All such Records or copies thereof in Kennedy’s custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, or any other tangible property of Company. (c) Kennedy agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company’s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Kennedy in the course of Company’s business. 3. Other Agreements; Indemnification. Kennedy hereby represents that, except as he has disclosed in writing to Company, Kennedy is not bound by the terms of any agreement with any previous employer or other party to refrain from (i) competing, directly or indirectly, with the business of such previous employer or any other party or (ii) using or disclosing any trade secret or confidential or proprietary information in the course of the Restricted Period. Kennedy further represents that his performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Kennedy in confidence or in trust prior to the date of the Restricted Period, and K<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ennedy will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. Kennedy hereby indemnifies and agrees to defend and hold the Company harmless from and against any and all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys’ fees and the costs of investigation) resulting or arising directly or indirectly from any breach of the foregoing representations. 4. Necessity of Covenants; Injunctive Relief. Kennedy acknowledges that a breach or threatened breach of this Agreement would give rise to irreparable harm to the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Kennedy of any such obligations, the Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction. 5. No Employment Contract. Employee understands that this Agreement does not constitute a contract of employment by the Company. 6. Company Acknowledgement of Kennedy’s Conduct of Medical Device Business. The Company acknowledges that Kennedy is engaged, and will continue to engage, in the manufacture and sale of medical devices (the “Medical Device Business”) utilizing processes, know-how and precision machining substantially similar to those utilized by the Company in connection with the Autocam Business. The Company agrees that nothing contained herein shall in any way limit Kennedy’s ability to engage in the Medical Device Business or to utilize such processes, know-how and precision machining in connection with such Medical Device Business. 7. General. (a) With respect to the covenants and representations set forth in Sections 1, 2, and 3 of this Agreement, the “Company” shall include (i) any corporation, partnership<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>de secret or other proprietary or private information of Disclosing Party or of any third party if disclosed by or through Disclosing Party. (iv) "Matter" means the project or other matter in connection with which this Agreement is executed. This matter is or relates to the potential acquisition by the Recipient of a controlling ownership interest in the share capital or business of the Disclosing Party. The parties to this Agreement have agreed as follows: 1. Non-Disclosure. Recipient agrees as follows: 1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party. In addition, during 2000, you agree not to undertake any unusual efforts to research the business, operations, prospects or finances of the Disclosing Party, where such research efforts would include discussions with any third party, except in the ordinary course of business. 6. Employees. For a period of two (2) years Recipient (or any agent or affiliates of the Recipient) will not have discussions with any "Covered Employees" of the Disclosing Party regarding employment opportunities with the Recipient or any of its affiliates. "Covered Employees" will include any person who is employed by the recipient as a part or full time employee either as of the date of this Agreement, or persons that subsequently become employees of the Disclosing Party. However, if a person subsequently terminates their employment with the Disclosing Party, then the recipient can have such discussions with that person, after a 5-day waiting period. In addition, if the Recipient published a general posting for employment opportunities in any publication or web site, and one of the Recipient's Cove<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>red Employees should respond to the posting, then the Recipient will be free to have such discussions with that person. 7. Survival. This Agreement shall survive the execution of any subsequent contract between the parties hereto, excepting solely if the subsequent contract relates to the Matter and expressly addresses Recipient's non-disclosure obligations with respect to the Matter. 8. Preservation of Markings. Recipient shall not alter or delete any markings on any Information or Item restricting its disclosure, use or reproduction or indicating its proprietary or private status. Recipient shall include all such markings in all copies of any Information which it makes. 9. No Proprietary Right; Return of Information or Items. Nothing herein shall confer upon Recipient any right, title, interest or license whatsoever in or to any Information or Items. At the end of our discussions regarding the Matter, the Disclosing Party has the right to request that the Recipient return all Information or Items to the Disclosing Party. 10. No Obligations regarding any Transaction. Neither party is under any obligation to pursue or conclude a transaction in connection with the Matter. Both parties will bear their own expenses associated with discussions pertaining to the Matter. 11. No Representations or Warranties. The Disclosing Party makes no representation or warranties of any nature regarding the accuracy or completeness of the Information or Items provided to the Recipient at this time. 12. Injunction. In the event of any breach of this Agreement by either party, or any threatened or attempted breach by either party, the other party to this Agreement shall be entitled to an injunction against the breaching party. Nothing contained herein precludes the other party from pursuing any other remedies available hereunder or at law or equity for such breach, including the recovery of damages. 13. General 13.1. This agreement constitutes the entire, final and complete agreement between the parties relevant to the subject matter hereof, and it supersedes and replaces all written and oral agreements relevant to the subject matter made or existing by and between the parties or their representatives, and there shall be no modifications hereto unless it is in writing signed by the parties. 13.2. Validity, interpretation, performance, remedies, and all other issues relating to this Agreement shall be governed by the internal law of the State of New York. 13.3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. MPD TECHNOLOGIES, INC. TELEFONAKTIEBOLAGET LM ERICSSON Signature: /s/ Thomas V. Gilboy Signature: /s/ Rolf Eriksson --------------------- ------------------------ Name: Thomas V. Gilboy Name: Rolf Eriksson ------------------------ ----------------------------- Title: Chief Financial Officer Title: Vice President ----------------------- ---------------------------- Date: 6 July 2000 Date: 6 July 2000 ----------------------- ----------------------------- 4<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> than its Representatives and to cause its Representatives to observe the terms of this Agreement; (b) not use, directly or indirectly, copy, or reproduce any Confidential Information of Client for its own benefit or for the benefit of any person, firm, or corporation other than Client, and in any event only in connection with evaluating or engaging in a transaction or business relationship with Client. Chemsultants hereby agrees it shall be responsible for any breach by it or its Representatives. For the purposes of this Agreement, the term “Representative” shall mean the party’s affiliates, directors, officers, employees, agents, advisors (including, without limitation, financial advisors, legal counsel and accountants) and controlling persons, who are actively and directly participating in any transaction with Client or who otherwise need to know the Confidential Information for the purpose of furthering any transaction with Client, and who agree to be bound by the terms of this Agreement. 3. Disclosures Required by Law. In the event Chemsultants is requested by applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning Client, Chemsultants agrees that it will provide Client with prompt notice of such request or requirement in order to enable Client to seek a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n appropriate protective order or other remedy, to consult with Client with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement. In any such event Chemsultants will use its reasonable best efforts to ensure that all Confidential Information and other information that is so disclosed will be accorded confidential treatment. 4. No Rights Created During Disclosure. It is understood by the parties that during disclosure, no right(s) in or license(s) under any present or future existing patents, patent applications, trademarks, copyrights, data, drawings, suggestions, ideas, or methods disclosed by the parties to each other shall be created in favor of Chemsultants as the recipient of the disclosed Confidential Information. Any Confidential Information disclosed to Chemsultants shall remain the sole property of Client, and no granting of any rights or licenses shall be created as a result of the disclosure. 5. Return of Documents. Upon written request by Client at any time, Chemsultants shall promptly return all Confidential Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the party’s possession or in the possession of any Representative of the party, provided, however, Chemsultants shall be permitted to charge Client for all reasonable costs incurred by Chemsultants for compliance with this Section. 6. Remedies. It is agreed that money damages would be an insufficient remedy for any breach of this Agreement, and the non-breaching party shall be entitled to injunctive relief, specific performance, and/or any other appropriate equitable remedy for any such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity. 7. Waiver and Severability. It is understood that no failure or delay by either party in exercising any right, power or privilege hereunder shall constitute waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder. In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law. 8. Non-disclosure Agreement Only. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling agreement, partnership, or formal business organization of any kind. The exchange of Confidential Information does not constitute a business offer, an acceptance, or promise for any future contract or amendment to any existing contract between the parties. Each party represents that the individual signing below has been given, and does have, the requisite authority to legally bind the party represented by that individual. 9. Modification. This Agreement contains the entire 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|> behalf of the Disclosing Party or its Representative, and shall include, without limitation: a) information constituting a "Trade Secret", as defined in Idaho Code, Title 48, Chapter 8; Idaho Trade Secrets Act, as amended from time to time, and will include technical or non-technical data, a formal, a pattern, a compilation, a program, a software program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, non-public forecasts, studies, projections, analyses, all customer data of any kind, or a list of actual or po<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tential customers or suppliers, business and contractual relationships, or any information similar to the foregoing which (i) derives economic value, actual or potential, from not being generally known and not readily ascertainable by proper means to other persons who 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 will include any information meeting the foregoing criteria which belongs to third parties and which the Disclosing Party under this Agreement is obligated to hold in confidence; b) the non-public financial statements of a party; c) any confidential and proprietary information which the Disclosing Party obtains from another person or entity under an obligation of confidence and which the Disclosing Party treats as proprietary; and d) any valuable, secret business information, other than Trade Secrets, including but not limited to all specifications, drawings, sketches, models, samples, reports, plans, forecasts, and all other technical, financial or business data that is designated or identified as confidential at the time of disclosure or by its nature is clearly recognizable as confidential information to a reasonably prudent person with knowledge of the Disclosing Party’s business and industry All information or material that is disclosed by a Disclosing Party to a Receiving Party before, on or after the date hereof shall only be protected as Confidential Information of the Disclosing Party: (i) if in writing other tangible form, such information is marked as “confidential” or “proprietary; (ii) if oral or in other intangible form, such information or material is identified to the Receiving Party in writing as confidential or proprietary within sixty (60) days of the date of such disclosure; or (iii) if due to the character or nature of such information or material, a reasonable person receiving such information or material under like circumstances would believe that Disclosing Party considered such information or material proprietary or confidential. 8. Exceptions. The confidentiality obligations under this Agreement shall not apply to, and the term "Confidential Information" shall specifically not include: a) information which was, or at any time becomes, available in the public domain through no wrongful act of the Recipient or Recipient's Representatives; b) information which is already in the Receiving Party’s lawful possession (as shown by written records) prior to the first disclosure of such information to the Recipient by the Disclosing Party or its Representatives, provided such information is not subject to another confidentiality agreement with or other obligation of secrecy to the Disclosing Party or another party; c) information which is documented by the Recipient as having been developed independently by it without use, directly or indirectly, of the information received from such Disclosing Party or its Representatives; and d) information which is documented by the Recipient as having been lawfully acquired by the Recipient from a source other than the Disclosing Party or i<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>formation, except to the extent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by the Seller or Guarantor of this Section 3, or (ii) any such Confidential Information becomes available to the Seller or Guarantor on a non-confidential basis from a source other than the Seller, Guarantor, Buyer or any of their Affiliates or advisors; provided, that such source is not known by the Seller or Guarantor to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Seller or Guarantor is required by law or legal process to disclose any Confidential Information; provided, that in such case, the Seller or Guarantor shall (a) give the Buyer prompt notice that such disclosure is or may be required, and (b) cooperate with the Buyer, at the Buyer's expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Seller and Guarantor under this Section 3 shall survive any termination of this Agreement. 4. Non-Solicitation. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not, directly, indirectly or otherwise by letters, circulars or advertisements, and whether for themselves or on behalf of any other person: (a) solicit or, directly or indirectly, cause to be solicited for employment, any persons who (i) are, at the time of solicitation of employment, employees of the Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or (b) employ or, directly or indirectly, cause to be employed, any persons who (i) are, at the time of such action, employees of the Buyer or any of its Affiliates, or (ii) are, at the time of such action, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; provided, however, that this Section 4 shall not prohibit Seller or Guarantor from employing or soliciting the employment any person who (A) is an employee of Seller as of the Agreement Date and (B) is not offered employment by Buyer as of the Agreement Date. 5. Right to Injunctive Relief. Seller and Guarantor acknowledge that any breach or threatened breach by it of any of the covenants or provisions contained herein will result in irreparable and continuing harm to the Buyer for which the Buyer would not have adequate remedy at law. Therefore, Seller and Guarantor acknowledges and agrees that, in addition to any other remedy which the Buyer may have at law or in equity, the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach or threatened breach. Seller and Guarantor further acknowledges and agrees that monetary damages would be insufficient to compensate the Buyer in the event of a breach by Seller or Guarantor of any of the covenants or provisions contained herein, and that in the event of a breach thereof, the Buyer shall be entitled to specific performance of the obligations hereunder. 6. Enforceability; Severability. If any provision of this Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed modified, as to duration, territory or otherwise, so as to be enforceable as similar as possible to the provision at issue, in order to render the remainder of this Agreement valid and enforceable. The invalidity or unenforceability of any provision<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. 7. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and its successors and assigns, and shall be binding and inure to the benefit of the Buyer and its successors and assigns. 8. Entire Agreement. This Agreement, together with the Purchase Agreement and the Transaction Documents, contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and understandings among the Buyer and Seller with respect hereto. This Agreement may not be amended or modified except by a written instrument signed by the parties hereto. 9. Governing Law; Venue. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Massachusetts, without giving effect to principles of conflicts of laws. (b) Unless otherwise explicitly provided in this Agreement, any Proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the County of Middlesex, Massachusetts. Each of Seller, Guarantor and Buyer: (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Middlesex, Massachusetts and each appellate court located in the State of Massachusetts, in connection with any such Proceeding; (ii) agrees that each state and federal court located in the County of Santa Clara, California or Massachusetts shall be deemed to be a convenient forum; (ii<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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|>s, 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 below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information. 2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party’s possession prior to disclosure by the Company, provided that such information, to the Receiving Party’s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclosed to the Receiving Party by a third party, to the Receiving Party’s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis. 3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall, and shall cause its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party’s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company’s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this A<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>greement by the Receiving Party or by any of its Representatives. (b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential Information; provided, however, a general advertisement or other recruiting efforts not specifically targeting any such employees of the Company shall not be considered a solicitation or unauthorized hiring. (c) If the Receiving Party discovers any unauthorized disclosure or use of any Confidential Information by it or its Representatives, the Receiving Party hereby covenants to promptly notify the Company in writing of any such unauthorized disclosure or use. 4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the Company or except as may be required by applicable law or regulation, the Receiving Party and its Representatives shall not disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the “Discussion Information”). 5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the “Company Representatives”) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party’s Representatives or to supplement or update 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|>ss restrictive in any material respect than the restrictions set forth in this Section 20, then RetailMeNot shall promptly inform Valassis in writing and, in the case of the preceding clause (i), the Standstill Period shall terminate or, in the case of the preceding clause (ii), such shorter term and/or other materially less restrictive provision(s) shall supersede and be deemed to replace the twelve month restrictive period and/or other more restrictive provision(s) set forth in this Section 20, in each case immediately and without any further action of the parties. 21. Certain Acknowledgements of the Disclosing Party. The Disclosing Party acknowledges that the Recipient and/or its Affiliates are engaged in businesses similar to or the same as the Disclosing Party, and that neither the execution of this Agreement nor receipt of Confidential Information is intended to or shall restrict their ability to compete with the Disclosing Party in the ordinary course of business without using Confidential Information <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>in that capacity. The parties have executed this Agreement on the last date set forth below. RETAILMENOT, INC By: /s/ Jonathan Kaplan Name: Jonathan Kaplan Title: General Counsel and Secretary Date: 1/10/2017 301 Congress Avenue, Suite 600 Austin, Texas 78701 Attention: General Counsel kaplan@rmn.com VALASSIS COMMUNICATIONS, INC. By: /s/ Edward Taibi Name: Edward Taibi Title: Director Date: 1/10/2017 Address:35 E. 62 Street NY NY 10065 [Signature Page to Confidentiality Agreement]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit 10.1 NONCOMPETITION AND NON-DISCLOSURE AGREEMENT THIS NONCOMPETITION AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of November, 2007, by and between SPRINGS GLOBAL US, INC., a Delaware corporation (“Seller”), and CROWN CRAFTS INFANT PRODUCTS, INC., a Delaware corporation (“Purchaser”). WHEREAS, Seller is engaged in the business of designing, marketing, importing, selling and distributing various types of bedding, blanket and bath products and related accessories for the Infant and Toddler Retail Market (as defined herein) through Seller’s unincorporated baby product line (the “Business”); WHEREAS, Seller and Purchaser have entered into that certain Asset Purchase Agreement of even date herewith, to which a form of this Agreement is attached as Exhibit D, relating to the sale to Purchaser of certain of Seller’s assets, rights and properties relating to the Business (the “Purchase Agreement”); WHEREAS, in order to protect the goodwill of the Purchased Assets (as defined in the Purchase Agreement) and the Business and the other value to be acquired by Purchaser pursuant to the Purchase Agreement for which Purchaser is paying substantial consideration, Purchaser and Seller have agreed that Purchaser’s obligation to consummate the transactions contemplated by the Purchase Agreement is subject to the condition, among others, that Seller shall have entered into this Agreement; WHEREAS, Purchaser has separately bargained and paid additional consideration for the covenants contained herein; WHEREAS, Seller acknowledges that the provisions of this Agreement are reasonable and necessary to protect the legitimate interest of Purchaser and the business and goodwill acquired by it pursuant to the Purchase Agreement; and WHEREAS, in order to induce Purchaser to consummate the transactions contemplated by the Purchase Agreement, Seller is willing to enter into this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows: 1. Definitions. As used in this Agreement, terms defined in the preamble and recitals of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below: (a) “Competitive Business” shall mean any Person engaged in the business of designing, marketing or importing Competitive Products for sale or distribution to the Infant and Toddler Retail Market. (b) “Competitive Products” shall mean the type of products designed, marketed, imported, and sold or distributed by Seller to the Infant and Toddler Retail Market in connection with the operation of the Business prior to the date hereof (w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hich shall not include any Seller Exclusive Products (as hereinafter defined)) without regard to (i) the prices at whic<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> investment advisers or regulated financial institutions and thus subject to routine examinations, investigations, regulatory sweeps or other regulatory inquiries. Buyer and its Representatives shall not be required to comply with the process described in paragraphs (i) and (ii) above in respect of disclosures made to a regulatory agency, self-regulatory organization, governmental agency or examiner thereof in the course of any such routine examinations, investigations, sweeps or inquiries, and any such disclosure shall be permitted. (d) Disclosure Permitted to Defend Dispute. Notwithstanding the foregoing provisions of this Section 2, Buyer or any of its Representatives and the Company or any of its Representatives (in the case of Discussions Disclosure) may disclose Evaluation Material or Discussions Disclosure to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Transaction; provided that the disclosing party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party’s expense, to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment. 3. [Securities Law Restrictions. 16 Buyer acknowledges that: (a) the Evaluation Material and information that, if disclosed, would constitute Discussions Disclosure may contain material non-public information concerning the Company and its Affiliates; and (b) Buyer is aware of the restrictions imposed by U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, on Persons in possession of material non-public information. Nothing herein shall constitute an admission by either party that any Evaluation Material or other such information in fact contains material non-public information concerning the Company or any of its Affiliates.]17 4. No Representations or Warranties. Buyer acknowledges and agrees that: (a) no representation or warranty, express or implied, is made by the Company or any of its Representatives as to the accuracy or completen<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ess of any of the Evaluation Material; and (b) Buyer shall be entitled to rely only on those representations and warranties that are expressly set forth in any definitive written agreement that is hereafter executed and delivered by both Buyer or its Affiliate and the Company in connection with the Transaction (a “Definitive Transaction Agreement”). Except as may be expressly set forth in a Definitive Transaction Agreement, none of the Company or any of its Representatives shall have any liability to Buyer or any of its Representatives on account of the use of any Evaluation Material by Buyer or any of its Representatives or any inaccuracy therein or omission therefrom. 5. Destruction or Erasure of Evaluation Material. At any time upon the Company’s written request (including by email), Buyer agrees that Buyer and its Representatives shall promptly destroy or erase all Evaluation Material (including any Evaluation Material held electronically) in the possession or control of Buyer or any of its Representatives, and Buyer shall, if requested in writing (including by email) by the Company, certify such destruction or erasure to the Company; provided that (a) neither Buyer nor any of its Representatives shall be required to destroy or erase any electronic copy of any Evaluation Material that is created pursuant to such Person’s standard electronic backup and archival procedures if (x) personnel whose functions are not primarily information technology in nature do not have access to such retained copies and (y) personnel whose functions are primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their information technology duties (e.g., for<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Information shall survive the expiration or termination of this Confidentiality Agreement for a period of the longer of three (3) years or for such time as such Confidential Information remains a protectable trade secret under applicable law. 12. The rights and obligations of the parties hereunder are in addition to, and not in derogation of, their respective rights and duties under the Uniform Trade Secrets Act (“UTSA”) as adopted in the state set forth below or in respective state’s trade secrets laws, if UTSA has not been adopted. 13. This Confidentiality Agreement contains the full and complete understanding of Company and <Vendor Name Here> with respect to the subject matter and supersedes all prior representations and understandings whether they be oral or written. 14. Company and <Vendor Name Here> understand and agree that in the event any part, term or provision of this Confidentiality Agreement is held to be invalid or legally unenforceable, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Confidentiality Agreement did not contain the particular part, term, or provision held to be invalid. This Confidentiality Agreement and performance thereunder shall be governed by the laws of the State of New York, excluding its conflicts of laws rules. 15. The parties acknowledge that the Confidential Information disclosed by each of them under this Confidentiality Agreement may be subject to export controls under the laws of the United States. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 16. Neither party may assign this Confidentiality Agreement without the prior written consent of the other party. However, either party may assign or transfer this Confidentiality Agreement and its rights hereunder to an affiliate or successor to its assets or liabilities if such assignee agrees in writing to be bound by the terms and conditions hereof and the non-assignment party is given notice of such an assignment. Any assignment to the contrary shall be void. 17. The persons executing this Confidentiality Agreement warrant that they have the authority to bind <Vendor Name Here> and Company to the terms and conditions embodied in this Confidentiality Agreement. 18. Neither party makes or intends to make any warranty or representation of any kind concerning the Confidential Information, except each party represents and warrants that it has the right to disclose Confidential Information to Receiving Party. Confidential Information is provided only for discussion purposes, is provided on an “As Is” basis, and Receiving Party relies on Confidential Information at its own risk. 19. As used in this Confidentiality Agreement, the terms “<Vendor Name Here>” and Company shall include any of their respective corporate affiliates or subsidiaries, provided that <Vendor Name Here> and Company (a) shall be responsible for the observance and proper performance by all of their respective corporate affiliates of the terms and conditions of this Confidentiality Agreement, and (b) if requested by the disclosing party, shall cause such corporate affiliate to return or destroy all Confidential Information in accordance with Sect<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 between: (Your Company Name and Address) And Petro-Lubricant Testing Laboratories, Inc. a company incorporated the United States of America having offices at 116 Sunset Inn Road, P.O. Box 300, Lafayette, NJ 07848 (herein after referred to as "Petro-Lube") 1) NOW THEREFORE IT IS AGREED AS FOLLOWS: 1.1) The following expressions shall have the meanings specified in the Clause. 1.2) "Disclosing Party" means, in respect of any Sample, the Party providing such Sample either directly or indirectly to the other Party. 1.3) "Effective Date" means the date of signing of this Agreement by the later Party to sign. 1.4) "Evaluation" means an evaluation by the Receiving Party of the Disclosing Party's Samples for the purpose of testing against those methods as specified in the Disclosing Party's Purchase Order. All tests available reside in the Petro-Lube Testing Brochure or on the Petro-Lube web site or by quotation. 1.5) "Party" means (Your Company Name), or Petro-Lube, as the context so requires, and "Parties" means (Your Company Name), or Petro-Lube, as the context so requires and its Assigns. 1.6) "Receiving Party" means, in respect of any Sample, the Party receiving such Sample either directly or indirectly from the other Party. 1.7) "Results" means the test results, findings and conclusions arising from the Evaluation. 1.8) "Sample" means any sample for testing provided to Petro-Lube by or on behalf of (Your Company Name) under this Agreement. 2) Supply of Samples 2.1) (Your Company Name) shall supply, or arrange for supply, to Petro-Lube such Samples as are deemed necessary for the completion of the Evaluations. The nature, quantity and types of Samples to be supplied shall coincide with Petro-Lube's capabilities. 2.2) The supply of Samples by (Your Company Name) to Petro-Lube is neither a sale nor an offer for sale, and all Samples are offered to Petro-Lube by (Your Company Name) for experimental and evaluation purposes only. 3) Evaluation and Restricted Use 3.1) Subject to Clauses 3.2 and 3.3, Petro-Lube is authorized to perform Evaluations on (Your Company Name) Samples. 3.2) In consideration of the provision to it of, and its right to use, Samples, Petro-Lube agrees: 3.2.1) Not to analyze, or have analyzed, any Sample in order to determine its chemical structure or composition nor permit any third parties to do the same. 3.2.2) Subject to Clause 3.2.4, not to pass or convey all or any part of any Sample to any third party without the express consent of (Your Company Name). 3.2.3) Not to use any Sample for any purpose other than to perform those Evaluations as di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>rected by (Your Company Name). 3.2.4) to use all reasonable means to keep the Samples secure and limit dissemination of Samples to those of its employees who require access to the Samples for the purpose of Evaluation and, in any event, subject to Clause 3.3. Petro-Lube further agrees and acknowledges that Samples may be developmental only, and warrants that it is aware of and competent to deal with the potential hazardous nature of any Sample and takes full responsibility for all health, safety and environmental considerations which may arise from the possession and/or use of any Sample. 3.3) Petro-Lube shall assure that the confidential nature of any Sample is brought to the attention of any of its employees to whom Samples are provided pursuant to Clause 3.2.4 and that each such employee has agreed to be bound by Petro-Lube's obligation of secrecy/restricted use no less stringent than those set out in this Agreement. 3.4) At the conclusion of the Evaluation Petro-Lube shall either return promptly to (Your Company Name) or it's Assigns, or at (Your Company Name)'s option, destroy any remaining Sample in whatever form then in its possession or control and verify such to (Your Company Name). 3.5) Petro-Lube agrees to provide a test report to (Your Company Name) of the results of the Evaluations in a form that does not disclose information which Petro-Lube deems to constitute confidential information regarding (Your Company Name), Petro-Lube, or any other third party. 4) Non-Disclosure of Confidential Information 4.1) It shall not be necessary for either Party to disclose to the other Party any confidential technical or commercial data or information about its products, technology, processes, commercial activities or otherwise for the purposes of this Agreement. To the extent that either Party does disclose such data or information to the other Party, the other Party shall be entitled to regard such information as non-confidential in the absence of a written agreement between the Parties otherwise. 5) Export Control 5.1) Petro-Lube certifies that, in exercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations. 6) Liability 6.1) This Clause sets out 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|>gned by authorised representatives of all Parties. 9. No Party shall, without the express consent in writing of the other Parties, assign or in any manner transfer its interests in, or obligations under, this Agreement or any part thereof. 10. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 11. This Agreement shall be construed and governed in accordance with the laws of England and the Parties hereby submit to the jurisdiction of the English courts. 12. The Parties shall attempt to solve any dispute arising out of or in connection with this Agreement by means of alternative dispute resolution such as but without limitation mediation or mini-trial. Upon the occurrence of the dispute, the Parties shall define the type and the rules for the implementation of such alternative resolution. The Part<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ies expressly agree that after a period of two (2) months after the occurrence of the dispute and provided that the dispute remains unsolved, it shall be finally settled under the rules of Arbitration of the London Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The place of arbitration shall be London (UK). The language of arbitration shall be the English Language. The Parties hereby agree to exclude the right of appeal to the High Court under section 69 of the Arbitration Act 1996 and the right for an application to be made to the High Court under the corresponding section of the Act. Each Party recognises and acknowledges that in the event of any actual or threatened breach of this Agreement it shall have the right to apply for injunctive relief or other appropriate orders before any competent court to re<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sed sale of assets the Placeum.com division of IDO; and INFE 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 application 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. Neither party shall disclose the Proprietary Information of the other party to any third party whatsoever by without the prior written approval of the other party and all such information shall be protected with at least the same diligence, care, and precaution that each party uses to protect its own Proprietary Information. 5. The undertakings and obligations of the parties 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 i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n 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. <PAGE> Exhibit - 2.4 - Pg. 14 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. 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. International Data Operations, Inc. By: -------------------------- By:----------------------------- Name: Thomas M. Richfield Name: Shlornie Morgenstern Its: President and CEO Its: Vice President<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any 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|>not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iv) was or is independently developed by the Recipient or the Recipient’s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives. (b) The term “Representatives” in the case of JDA shall mean the directors, officers, employees, counsel, investment bankers, financial advisors, agents, consultants, advisors, accountants or auditors of JDA. The term “Representatives” in the case of RHI shall mean the directors, officers, employees, counsel, and with prior written consent of JDA (not to be unreasonably withheld), investment bankers, financial advisors, potential sources of capital or financing (debt or equity), agents, consultants, advisors, accountants or auditors of RHI. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of RHI to discuss with, or engage, Greenhill & Co, or Bain & Company to act as its consultant, investment banker or financial advisor in connection with a Possible Transaction or to discuss with, or engage, Deloitte as its advisor or accountant in connection with a Possible Transaction. (c) The term “Person” includes the media and any corporation, partnership, group, individual or other entity. 3. Use of Evaluation Material. The Recipient and its Representatives will use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and, subject to Section 5, will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient’s Representatives for the purpose of helping the Recipient evaluate a Possible Transaction. The Recipient agrees to be responsible for any breach of this Agreement by any of the Recipient’s Representatives, other than those of Recipient’s unaffiliated Representatives who have entered into a separate confidentiality agreement with the Provider. This Agreement does not grant the Recipient or any of its Representatives any license to use the Provider’s Evaluation Material except as provided herein. For the avoidance of doubt, RHI agrees that it shall not disclose any of the Evaluation Material provided by or on behalf of JDA to any of its affiliates that are not included in the definition of RHI. 4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nsent of the other Party, such Party and its Representatives will not disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof); provided, however, that JDA may make such disclosure if it does not identify RHI by name or by identifiable description. RHI agrees that neither RHI nor any Representative (to the extent acting on behalf or at the direction of RHI) of RHI will, without the prior consent of JDA (not to be unreasonably withheld), directly or indirectly, enter into any agreement, arrangement or understanding with any other person regarding a Possible Transaction (including, without limitation, financing thereof). RHI represents and warrants that, except as disclosed to JDA or its outside counsel prior to the date hereof, neither RHI nor any Representative of RHI have, prior to the date hereof, taken any of the actions referred to in the immediately preceding sentence. Without limiting the foregoing, RHI agrees that neither RHI nor any Representative (to the extent acting on behalf and at the direction of RHI) of RHI will, without the prior written consent of JDA, enter into any exclusive arrangement with respect to the provision of debt financing in connection with a Possible Transaction. For purposes of this Agreement, any agreement, arrangement or other understanding, whether written or oral, with any potential debt financing source which does, or could be reasonably expected to, legally or contractually limit, restrict or otherwise impair in any manner, directly or indirectly, such financing source from acting as a potential debt financing source to any other party with respect to a Potential Transaction shall be deemed an exclusive arrangement. 5. Legally Required Disclosure. If the Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, 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|>written request from the supplying party. I will not attempt to contact the employees, customers, creditors, suppliers or landlords of any client of The Business Partnership at any time. I will not use the confidential information to seek to obtain any commercial advantage over any client of The Business Partnership. I acknowledge that this Agreement shall remain in force in perpetuity. The laws of England and Wales shall govern this Agreement. I confirm that I have funds or access to funds to enter negotiations for the business for which I have expressed an interest I confirm that no contact will be made with the vendor or company direct. TERMS AND CONDITIONS The Sales Particulars you will receive, and any subsequent commercial information relating to this business, are supplied on the strict understanding that it should be kept confidential and must not be copied or supplied to a third party without the consent of The Business Partnership (TBP). All recipients the Sales Particulars and any other details irrevocably agree:- 1. To treat all information contained herein, and as may subsequently be supplied, with co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>mplete confidentiality. 2. To make no approach directly to the Owner or the Business and or Property either personally, by telephone, or in writing without the consent of TBP. 3. To visit the Owner and/or the Business or Property only and strictly by prior appointment to be made and confirmed through the Office of TBP. 4. To make no approach to the Staff of the business or discuss the proposed sale with any staff member without the consent of the Owners. 5. To request and obtain any and all information required, including any financial information, solely through the Offices of TBP. 6. To submit any offer for the purchase of the Business and/or property directly through the Agents TBP and not directly to the Owner. Once TBPs NDA and Terms and Conditions have been signed, further negotiations are subject to you agreeing:- 1. That in the event of agreeing to purchase the Business and/or Property will pay to TBP a deposit as a sign of good faith amounting to 5% of the purchase price but subject to a minimum of £5,000. This deposit will be held by TBP in a Non-Interest Earning Client Account, and will be applied to the purchase price at the time of completion. This deposit will be paid "Subje<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>g 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 to the sellers liste<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d above and not to solicit or contact Seller's employees or customers for a period of three years from the date herein. In the event Buyer for whatever reason does not purchase the business, Buyer agrees to immediately return to Broker any and all materials related to Seller without retaining any copies. I/we acknowledge that I/we have received an exact copy of this Agreement and that I/we have read this Agreement carefully and fully understand it. Signature Date Broker Signature Company Name Print Name Print Name Street Address Street Address City, State, Zip City, State, Zip Signature Date Agent for BBG Broker Date Print Name Street Address City, State, Zip<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ou or otherwise permitting disclosure of it in accordance with this agreement does not constitute a waiver of privilege or any other rights which we <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or any member of our Group or our respective Representatives may have in respect of such Confidential Information. 14.5 The rights and remedies contained in this agreement are cumulative and not exclusive of any rights or remedies provided by law. 14.6 You acknowledge and agree that no right or licence is granted to you in relation to the Confidential Information except as expressly set out in this agreement. 14.7 The invalidity, illegality or unenforceability of any provision of this agreement does not affect the continuation in force of the remainder of this agreement. 15. ASSIGNMENT Neither party shall assign, transfer, declare a trust of the benefit of or in any other way alienate any of its rights under this agreement whether in whole or in part without the consent of the other. 16. GOVERNING LAW AND JURISDICTION 16.1 This agreement and any non-contractual or other obligations arising out of or in connection with it are governed by English law. 16.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this agreement, including a dispute or proceeding regarding the existence, validity or termination of this agreement or relating to any non-contractual or other obligation arising out of or in connection with this agreement or regarding the consequences of its nullity (respectively, "Proceedings" and "Disputes"), and for these purposes, each party irrevocably submits to the jurisdiction of the courts of England. 16.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to se<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>uncements, promotional, marketing or sales material or efforts without the prior written consent (in each instance) from the other Party. 3. Remedies 3.1 E<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ach Party shall be liable in accordance with Danish law for damages (including claims, expenses and indirect losses of whatsoever nature) arising out of or in connection with that Party’s breach of its obligations under this Agreement, without prejudice to other rights and remedies available including, but not limited to, restrictive injunction and other equitable relief. 3.2 A Party’s payment of damages or the application of any other remedies shall not release such Party from its obligations of confidentiality as set forth in this Agreement. 3.3 The Parties make no warranties, expressly or implied, in this Agreement with respect to the accuracy and completeness of and ownership or rightful access to the Confidential Information, and shall bear no responsibility in this respect. 4. Law and venue 4.1 This Agreement shall be governed by and construed in accordance with Danish law. 4.2 Any dispute arising between the Parties under or as a result of this Agreement shall be settled by Danish Institute of Arbitration in accordance with the rules of the Danish Institute of Arbitration in force at the time when such proceedings are commenced. However, restrictive injunctions and similar actions may be sought from any court of competent jurisdiction. 5. Effect This Agreement shall become effective upon signing, but shall apply also to Confidential Information disclosed to or<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ed extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. Without prejudice to the rights and remedies otherwise available to the Parties, the Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or the affiliates, employees, representatives and/or consultants of either Party and, accordingly, that the Parties shall be entitled to equitable relief, including injunctive relief and/or specific performance, if either Party (including the affiliates, employees, representatives and/or consultants thereof) breaches or threatens to breach any of the provisions of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same Agreement. IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed by its duly au<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>thorized representative: PROXICOM, INC. DIMENSION DATA By: /s/ Kenneth J. Tarpey By: /s/ P.K. Quarmby Print Name: Kenneth J. Tarpey Print Name: P.K. Quarmby Title: Executive Vice President & CFO Title: Director Date: 2/9/2001 Date: 12/2/2001<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>EXECUTION VERSION NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made effective as of February 18, 2013, by and between Central European Distribution Corporation, a Delaware corporation (“CEDC”) and W&L Enterprises Ltd. (the “Recipient”). WHEREAS, CEDC has issued (i) 3.00% Convertible Notes due 2013 (the “Convertible Notes”) and (ii) $380 million 9.125% Senior Secured Notes due 2016 and €430 ($556.6 million) 8.875% Senior Secured Notes due 2016 (collectively, the “2016 Notes” and together with the Convertible Notes, the “Notes”). WHEREAS, the Recipient holds 7,517,549 shares of CEDC’s outstanding common stock (the “Common Stock”). WHEREAS the Recipient and CEDC wish to enter into discussions with respect to a potential restructuring of the Notes and Common Stock (a “Restructuring”). WHEREAS, CEDC, in such discussions, may disclose certain confidential information to the Recipient in order to initiate, facilitate, and/or progress such restructuring discussions (the “Purpose”). NOW THEREFORE, in consideration for receiving certain confidential information and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Scope of Confidential Information. 1.1 Subject to Section 1.2 below, “Confidential Information” means confidential, secret, proprietary or other non-public information pertaining to the business, operations, brands, marketing plans, financial matters, legal matters, products, projects, business plans or practices, research and development, product development, intellectual property, financial models, trademarks, trade secrets, accounting and financing data, and methods of production, distribution or procurement, suppliers, distributors, consultants, advisors or employees, directors or officers of CEDC or any of its Subsidiaries (defined below) (together, the “CEDC Group”) that is disclosed or otherwise made available, either orally or in writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without limitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants) (collectively, “Representatives”). 1.2 Notwithstanding anything herein to the contrary, Confidential Information shall not include any information that (a) is or becomes publicly available (other than through a breach of this Agreement by the Recipient), (b) is in the possession of or known to the Recipient or its Representatives prior to such information having been furnished to Recipient hereunder, (c) is independently conceived, developed or discovered by the Recipient or on its behalf, (d) is made available to the Recipient or its Representatives by any person other than a member of the CEDC Group without any known breach of any obligation of confidentiality of such other person, or (e) is the subject of a written confirmation from CEDC or any of its Subsidiaries or any member of the CEDC Group stating that any such information is not Confidential Information. In clarification of the foregoing, a general disclosure in the public domain will not cause more specific (but related) information to be excluded as Confidential Information under one of the above exceptions. 1.3 “Subsidiary” of any entity means any other entity in which such first entity owns or Controls, directly or indirectly, an amount of the voting securities, other voting interests or voting partnership interests sufficient to elect at least a majority of such other entity’s board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of such other entity). For purposes of this Section 1.3, “Control” means the possession, directly or indirectly, of the power to d<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>irect or cause the direction of the management and policies of an individual, corporation, partnership, limited partnership or limited liability company, whether through the ownership of voting securities, by contract or otherwise. 2. Use and Disclosure of Confidential Information. 2.1 The Recipient agrees that all Confidential Information will be held and maintained by it in the strictest confidence, will be used by it solely and exclusively for the purpose of evaluating, negotiating and implementing a Restructuring, and will not, directly or indirectly, be used or disclosed by it for any other purpose whatsoever. CEDC acknowledges that Recipient is engaged in businesses similar to those conducted by CEDC and the CEDC Group or other industries in the ordinary course of Recipient’s business. The Recipient will use reasonable care to maintain the confidentiality of Confidential Information, provided that such care shall be at least as great as the precautions taken by the Recipient to protect its own confidential information of similar nature. 2.2 The Recipient agrees that it will not, without the prior written consent of CEDC, directly or indirectly, disclose all or any portion of the Confidential Information, or the substance thereof, to any third party other than its Representatives in connection with the Purpose, except, subject to Section 2.3 below, to the extent required by applicable law or legal process. 2.3 The Recipient agrees that if the Recipient is required by any law, court or governmental order to disclose any Confidential Information, the Recipient will provide CEDC, to the extent practicable and legally permissible, with prompt written notice of such requirement so that CEDC or the applicable mem<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sidiaries, including Sub, are referred to hereinafter as "Dollar Tree"). W I T N E S S E T H: WHEREAS, Selling Shareholder owns percentage of all the issued and outstanding shares of stock of Step Ahead Investments, Inc., a California corporation ("SAI"); and WHEREAS, concurrently herewith and pursuant to the Merger Agreement dated July 22, 1998, ("Merger Agreement"), Sub will be merged with and into SAI with SAI as the surviving corporation (the "Merger"). WHEREAS, concurrently herewith and pursuant to the Merger Agreement, all of the issued and outstanding stock of SAI will be converted into shares of common stock of Parent. WHEREAS, Selling Shareholder acknowledges that (i) SAI directly or indirectly operates stores, offices and distribution facilities under the name Step Ahead Investments and the tradenames "98CENTS Clearance Center" and "Clearance 98CENTS Centers" engaged in the retail and wholesale distribution of variety merchandise (the "Business"); (ii) the Business is conducted in the United States; (iii) the operation of the Business by SAI has given Selling Shareholder access to trade secrets of and confidential information relating to, the Business; and WHEREAS, the parties hereto agree that Selling Shareholder and Sell<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing Shareholder's affiliates shall not compete (as described herein) with Dollar Tree for a certain period of time subsequent to the Effective Time as defined in the Merger Agreement in accordance with the terms and conditions set forth herein; and WHEREAS, as a fundamental condition to the consummation of the Merger, the Selling Shareholder has agreed to enter into this Agreement, which is designed to ensure Dollar Tree receives the value of the Merger; and WHEREAS, Selling Shareholder fur<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>igations under this Agreement; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). 3. Use of Confidential Information. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is g<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ranted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408. 4. Compelled Disclosure of Confidential Information. Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or 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|>Marsh & McLennan Companies, Inc 1166 Avenue of the Americas New York, NY 10036 Dear Sirs Strictly private and confidential PROJECT ECLIPSE - CONFIDENTIALITY UNDERTAKING We refer to our recent discussions with you in connection with the Possible Transaction (as defined below). In consideration of members of our Group making Confidential Information available to you and your Representatives, you hereby agree to the following. 1. INTERPRETATION 1.1 In this agreement: "Code" means the UK Takeover Code issued by the Takeover Panel, as amended from time to time; "Company" means Jardine Lloyd Thompson Group plc; "Confidential Information" means all Information relating directly or indirectly to the Possible Transaction, including (a) this agreement, (b) the existence of the Possible Transaction, (c) the existence and content of the discussions and negotiations between you and us (or our respective Representatives) and (d) all Information relati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng to any member of our Group or any of the Company's shareholders, disclosed in any way (directly or indirectly and whether before, 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|>NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this day of , 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respecti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ve officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Di<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e Evaluation Materials for any purpose other than to evaluate the Proposed Transaction. The Company acknowledges and agrees that Potential Purchaser and its Affiliated Entities and Representatives may invest in or consider or manage investments in companies that compete either directly or indirectly with the Company and that this Agreement shall in no way be construed to prohibit or restrict Potential Purchaser’s or its Affiliated Entities or Representatives’ ability to make or manage or consider such investments. 3. This Agreement shall not apply to, and Potential Purchaser shall have no obligation with respect to, any information which (i) is or becomes generally available to the public through no breach of this Agreement by Potential Purchaser, or actual knowledge by Potential Purchaser of breach by its Representatives, (ii) was already known by Potential Purchaser or a third party, or in Potential Purchaser’s possession prior to the date of this Agreement, (iii) becomes available to Potential Purchaser on a non-confidential basis from a source, other than the Company or its agents, which is or was not known to be prohibited from disclosing such portions of the Evaluation Materials by a contractual or legal obligation to the Company, (iv) is independently developed or acquired by Potential Purchaser without violation of this Agreement, or (v) is or was of a non-proprietary nature. 4. In the event that Potential Purchaser, its Affiliated Entities, and/or its Representatives re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ceive a request or are required to disclose any of the Evaluation Materials, pursuant to any applicab<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>re Obligations 2.1 Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating a possible business transaction between the Parties. Each party shall hold the other party’s Confidential Information in strictest confidence and shall not disclose the other party’s Confidential Information without the prior written consent of such other party, which consent may be withheld at such other party’s sole discretion. Each party may disclose the other party’s Confidential Information to such party’s employees, if any, on a need-to-know basis only. The Receiving Party may disclose confidential information to professional advisors, including lawyers, accountants and board members (herein called "Permitted Persons") only after the written consent of the Disclosing Party and only after it shall procure that all of its Permitted Persons shall execute in writing at least a like obligation of confidentiality with respect to the confidential information and shall comply with the provisions hereof on the same terms and conditions as a Receiving Party, and such obligation will be handed to the Disclosing Party or its proxy . The Receiving Party shall be responsible for compliance with and for any breach by itself or its employees and Permitted Persons of all of the terms and covenants herein. Each party agrees to take all reasonable precautions to protect the Confidential Information of the other party, but in no event less than a reasonable degree of care. For the avoidance of any doubt, it is hereby agreed that the Receiving Party shall have no obligations whatsoever with respect to a breach by any third party of the confidentiality obligations specified under this Agreement, if the transfer of such Confidential Information to such third party was legitimate under the provisions of this Non Disclosure Agreement and/or approved by the Disclosing Party, in accordance with Section 1(v) above. 2.2 Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”), provided that t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he discloser then shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure providing it an opportunity to obtain a protective order; and/or (ii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure. 3. Confidentiality of information All Confidential Information of a Disclosing Party is and shall remain the property of the Disclosing Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of a Disclosing Party, or under any patent, copyright, trademark or trade secret of the Disclosing Party. The Receiving Party may not make additional copies of the confidential information without the Disclosing Party's prior consent to be given on a case by case basis. 4. Non- reliance All Confidential Information furnished under this agreement will be provided by the Disclosing Party "As Is". Neither party make any warranties, express or implied, regarding the accuracy, completeness, performance, merchantability, fitness for use, non-infringement of third parties, rights, or other attributes of its respective confidential information. 5. Withdrawal from the agreement Immediately upon the decision by either party not to enter into the transaction or agreement contemplated by the parties hereto, and based on the Disclosing Party's written request, the Receiving Party shall either destroy and certify such destruction or return to the Disclosing Party all copies or extracts of the Disclosing Party’s Confidential Information, in any medium and destruct it. Such complete return or destruction will be promptly and duly confirmed in writing to the Disclo<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY, NON-DISCLOSURE AND CONFLICT OF INTEREST AGREEMENT Ver 1 Adopted by the SAMED Board on: November 2013 Between South African Medical Devices Industry Association (SAMED) And (who is a Member of the Board of SAMED and/or a member of SAMED Committee) Hereinafter collectively “the parties” 1. Confidentiality Policy 1.1 The purpose of this agreement is to ensure that confi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dential matters brought before the Members of the Board of SAMED or any of its committees, are not disclosed until disclosure is properly authorized. SAMED Board and Committee members are in positions of trust towards SAMED as a voluntary membership organization, and such trust may require that elected and appointed persons act with the highest integrity and keep certain information confidential, and avoid conflicts of interest. 1.2 This agreement is designed to provide clarity for each Board Member and Committee Member with regard to confidential matters that come before- or arise out of meetings and matters of the Members of the Board of SAMED or any of its committees, and provides certainty as to how situations of conflict of interest are to be handled. 1.3 Its objective is to address matters of confidentiality in a manner that facilitates the Board, and Committees in maintaining the highest business and ethical standards, protects the integrity of SAMED, the Board, and Committees, allows for appropriate levels of transparency and accountability in matters before the Board, and supports the maintenance of effective relationships among Board Members, SAMED and Committee Members. 2. Definitions 2.1 “Agreement” means this Confidentiality and Non-Disclosure Agreement 2.2 "Board" means the Board of SAMED. 2.3 “Board Members” means members of the Board. 2.4 “Chair” means Chair of the Board. 2.5 "Committee" means a committee of the Board. 2.6 "Committee Members" means members of any Committee. 2.7 "Meeting" means a meeting of the Board or a Committee, as applicable. 2.8 "Policy" means this Confidentiality Policy 2.9 “SAMED” means South African Medical Devices Industry Association 2.10 “Vice-Chair”, means Vice-Chair of the Board 3. The information 3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another. 4. Confidentiality 4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large 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|>ose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project, and shall not be used for any other purpose without the express written consent by the Executive Director of the TJPA or her designee. Confidential Information, SSI, and PCII shall be handled and safeguarded by the Designated Individual in a manner that affords sufficient protection to prevent the unauthorized disclosure of or access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. The Designated Individual shall not alter or remove<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the protective markings of “Confidential Information,” “Sensitive Security Information,” or “Protected Critical Infrastructure Information,” which may appear on documents that the Designated Individual 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 Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall immed<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>omes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization’s Confidential Information; (iii) is independently developed after the Employee’s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee’s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency. c. “Customers” or “Customer” shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee’s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information. d. “Employees,” “Agents,” and “Independent Contractors” shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee’s termination of employment with either Financial Institution. e. “Person” shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof. f. “Potential Customer” shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee’s termination of employment with either Financial Institution. g. “Solicit”, “Solicited” or “Solicitation” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf. 4. Non-Disclosure of Confidential Information. During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will co<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ntinue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization. Employee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization. Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a mis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ient acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Recipient or its Representatives. Therefore, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Recipient hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. 10. Non-Solicitation and Non-Circumvention. During the term of this Agreement and for a period of twelve (12) months after the expiration or termination of this Agreement, without the Disclosing Party’s prior written consent, the Recipient and its Representatives shall not contact or solicit an employee of the Disclosing Party for the purpose of hiring them, solicit the business of any client, customer or licensee of the Disclosing Party or outside of the ordinary course of business, directly or indirectly contact or participate in communications with any disclosed companies, entities or persons (including each of their affiliates, parents or subsidiaries). Notwithstanding anything to the contrary herein, the Recipient and its Representatives shall not be restricted from hiring any employee of Disclosing Party who responds to a general solicitation for employment not directed towards the Disclosing Party’s employees. 11. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal court<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s of the United States or the courts of the State of Delaware. 12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing by email and shall be deemed to have been given on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient to the email address provided by the parties at the time hereof. 13. Miscellaneous. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all other understandings and agreements with respect to such subject matter. If any term hereof is invalid or unenforceable, it shall not affect any other term or provision of this Agreement. Neither party may assign this Agreement without written consent of the other party. No waiver shall be deemed or implied hereunder.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>roprietary 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 Contractor 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 the accessing, using, distributing, c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>irculating, supplying or copying the Proprietary Information supplied under this agreement unless such loss, damage or expense cannot be excluded by agreement under the governing law of this agreement. 7.2 This agreement is for the benefit of the Agen<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL CONFIDENTIALITY AGREEMENT BY ACCEPTING THIS MUTUAL CONFIDENTIALITY AGREEMENT (“AGREEMENT”), EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT. This Agreement was last updated on July 3, 2018. This Agreement is between the entity or individual entering into this Agreement (“You” or “Your”) and BMC Software, Inc., a Delaware corporation (“BMC”), located at 2103 CityWest Blvd., Houston, Texas 77042. A copy of this Agreement is posted at http://www.bmc.com/legal/agreements.html, where it can be saved and/or printed. It is effective between You and BMC as of the date of your acceptance of this Agreement. 1. Scope. BMC and You (the “Parties”) desire to disclose certain confidential information in connection with (a) an existing business relationship, (b) the discussion or validation of business proposals or design concepts, or (c) a future business relationship (the “Purpose”). 2. Discloser and Recipient. As to any particular Proprietary Information (defined below), the “Discloser” is the Party disclosing the Proprietary Information and the “Recipient” is the Party receiving the Proprietary Information. 3. Proprietary Information. “Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; (iv) is or was independently developed by or for Recipient without use or reference to the Proprietary Information or (v) was disclosed by Discloser to a third party without an obligation of confidentiality. Subject to the foregoing exceptions, “Proprietary Information” also includes, without limitation, third-party information that Discloser has the right to disclose to Recipient. Nothing disclosed under this Agreement is considered Proprietary Information unless (a) it is received in a tangible form and is marked “confidential” or “proprietary”, (b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as “confidential” or “proprietary”, or (c) it is something by either the substance of which or the circumstances surrounding its disclosure would lead a reasonable person to believe it is confidential or proprietary. 4. Restrictions on Use and Non-Disclosure of Proprietary Information. Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may n<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ot: (a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or (b) directly or indirectly disclose Proprietary Information to any person or entity other than Recipient’s employees and consultants who (i) have a need to know in order to fulfill the Purpose, (ii) have been advised of the Proprietary Information’s confidential status, and (iii) are subject to legally binding obligations of confidentiality as to such Proprietary Information, which are no less restrictive than those contained in this Agreement, provided, that Recipient is at all times fully responsible to Discloser for compliance with this Agreement by such employees and consultants. 5. Standard of Care. Recipient shall use at least the same degree (but no less than a reasonable degree) of care and protection to prevent the unauthorized use or disclosure of any Proprietary Information as Recipient uses to protect its own confidential, proprietary, or trade secret information. 6. Ownership; Suggestions. Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. In the course of the discussions facilitated in the Customer Program, You may be providing to BMC feedback and suggestions relevant to the functionality, performance, features, and operation of BMC’s products and services (“Suggestions”) the purpose of their disclosure being to assist BMC and its affiliates to deliver BMC products that include the functionality, performance, features, and operation in BMC products that You need and desire to have. In order for BMC to be able to act on such Suggestions, BMC needs to have Your permission to do something with Your Suggestions, therefore, notwithstanding anything to the contrary herein, You hereby assign to BMC all rights, title and interest in the Suggestions and in all intellectual property therein. Although not usually necessary, if requested by BMC, You agree to execute such further instruments as BMC may reasonably request confirming BMC’s ownership in Your Suggestions. 7. Disclosures Required by Law. In the event Recipient becomes legally compelled to disclose any Proprietary Information, Recipient shall<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>idential nature and are directed to abide by the terms of this Agreement applicable to Representatives or appropriate duties or obligations of confidentiality imposing confidentiality obligations on such Representatives (except that there shall be no requirement to so inform where the Representative to whom the information is to be disclosed is subject to professional obligations to maintain the confidentiality of the Confidential Information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information). <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>The Recipient agrees to be liable for any breach of this Agreement by the Recipient or its affiliates or Representatives. The Recipient shall use reasonable efforts to provide written notice to CEDC of any use or disclosure of Confidential Information in breach of this Agreement of which Recipient is aware, including without limitation written details regarding the circumstances and the identity of the individuals or entities who as a result received or may have received access to such Confidential Information. 3. Certain Rights and Limitations. 3.1 The parties hereto are independent of one another and this Agreement does not create any agency, partnership or similar relationship between the parties hereto. CEDC acknowledges that neither the Recipient nor any of its affiliates, nor its or their Representatives, will be deemed to have made any representation or warranty or commitment with respect to the Purpose except as may be set forth in one or more final, legally binding definitive agreements. Except as otherwise provided by CEDC, the Recipient (i) acknowledges that neither CEDC nor any of its Representatives make any representation or warranty hereunder, either express or implied, as to the truth, accuracy or completeness of any Confidential Information, provided, however, that CEDC, the CEDC Group and any of their Representatives shall use good faith efforts to ensure that all Confidential Information furnished to Recipient hereunder is true, accurate and complete to the best of their knowledge, and (ii) agrees, to the fullest extent permitted by law that in the absence of fraud or willful misconduct on their part neither CEDC nor any of its Subsidiaries or Representatives shall have any liability to the Recipient or its Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws or otherwise) as a result of the review by the Recipient or its Representatives or the use of the Confidential Information by the Recipient or its Representatives in accordance with the provisions of this Agreement. 3.2 The Recipient agrees that, upon written request by CEDC, all Confidential Information (and all copies, summaries and notes of the contents or parts thereof) and all Company property received by the Recipient shall, as soon as reasonably practicable, be either returned to CEDC or, to the extent technically practicable, destroyed (at the Recipient’s or<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ble to Recipient prior to disclosure pursuant hereto, (c) was independently developed by Recipient without reference to the Confidential Information disclosed to it pursuant hereto, or (d) in the future is received from a third party who, to the knowledge of Recipient at the time of disclosure, is under no obligation of confidentiality with respect thereto. 8. Recipient hereby further agrees that, in the event of its breach or threatened breach of this Agreement, the Disclosing Party would suffer irreparable harm and the Disclosing Party’s remedies shall include, in addition to any other remedies available at law or in equity, equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages. Specifically, the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation. 9. Nothing contained in this Agreement shall be construed as granting or conferring any rights by way of license or otherwise in or to any Confidential Information disclosed pursuant hereto. The disclosure or receipt of information pursuant hereto in no way obligates either Party to agree to any business transaction, whether or not relating to the Purpose. 10. Neither Party m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ay assign, transfer or sell any of its rights under this Agreement, or delegate any of its obligations hereunder without the prior written consent of the other Party. Each Party understands and agrees that no failure or delay by the other in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any waiver in any instance constitute a waiver with respect to any other instance. 11. Upon request of the Disclosing Party (which request may be made at any time upon reasonable notice), Recipi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 FOR PROJECT PROPOSALS This Agreement is made effective as of , 20 BETWEEN: (“Company”) and (“Contractor”) PREAMBLE [Describe context] 1. DEFINED TERMS 1.1 In this Agreement, the following definitions shall apply: Agreement means this Non-Disclosure Agreement for Project Proposals. Confidential Information means all information relating to the Project or the Contractor’s proposal for the Project and all information relating to the nature of either Party’s business, affairs or trade secrets, which either Party directly or indirectly receives or acquires from the other Party, or the other Party’s representative, either in writing or verbally (but in the case of verbal information, only that which is reduced to writing by the Disclosing Party and delivered to the Receiving Party within 10 days of the verbal disclosure), or through observation of the Project, except information falling into any one or more of the following categories: (a) information which the Receiving Party can show was in its possession on a non-confidential basis before receipt of the information from the Disclosing Party; (b) information which is lawfully in the public domain at the time of the Receiving Party’s receipt of the information from the Disclosing Party, but not including the Company’s request for proposals for the Project; (c) information which, after the Receiving Party’s receipt of the information from the Disclosing Party, becomes part of the public domain through no act of the Receiving Party or of any third party under an obligation of confidence with respect to such information, but only after such information becomes part of the public domain; or (d) information which, after receipt of the information by the Receiving Party, is lawfully obtained by the Receiving Party from a third party, but only after such information is so received, and provided such third party is under no obligation of confidence with respect to such information. Disclosing Party means the Party disclosing Confidential Information. Effective Date means the date on which this Agreement is deemed to be effective, as first written above. Initial Term means the 1 year period commencing on the Effective Date and expiring at 11:59 pm. on , 20. Party means either the Company or Contractor and Parties means both of them. Permitted Purpose means the purpose for which the Confidential Information is disclosed by the Disclosing Party to the Receiving Party and which is more particularly described as: (i) responding to the Company’s request for proposals for the Project, in the case of the Contractor; (ii) assessing the Contractor’s proposal, in the case of the Company; and (iii) if applicable, negotiation by the Parties of a definitive agreement related to the Project. Permitted Recipients means those persons who have a need to know the Confidential Information for the Permitted Purpose and who are officers, directors, employees, agents or contractors (at any level) of the Receiving Party or its affiliates, or anyone else for whom the Receiving Party takes responsibility for under this Agreement. Project means the Company’s project in relation to which it is seeking proposals for performance of work or services or the provision of materials or equipment. Receiving Party means the Party receiving Confidential Information from the Disclosing Party. 2. PERMITTED PURPOSE 2.1 The Company and the Contractor believe it is in their mutual best interest to disclose information to support the Permitted Purpose. Either Party may disclose Confidential Information to the other for the Permitted Purpose, which disclosure will be governed by the Agreement. 3. PROTECTION 3.1 Except as expressly permitted by this Agreement, the Receiving Party shall not disclose the Disclosing Party’s Confidential Information and shall use reasonable care, which is <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at least the same degree of care that the Receiving Party ordinarily uses with respect to its own proprietary information, in relation to the use, transmittal and storage of the Disclosing Party’s Confidential In<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>oped, 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 who 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 Agreement shall create no rights, at law or in equity, under the laws and decisions of any nation or state within the Territory, in Master Distributor in or to the Property, or any aspect or embodiment thereof. Master Distributor further agrees not to copy, reverse engineer, disassemble, decompile or otherwise reproduce any Product or its equivalent, in whole or in part. 4. Non-Disclosure of Trade Secrets. Master Distributor shall not, during the term of this Agreement and the Master Distributorship Agreement, and at any and all times following termination, for any reason, of this Agreement or the Master Distributorship Agreement, disclose, use, reveal, report, publish, disclose, transfer, or make available, directly or indirectly, to any person, business concern, or other entity, any Trade Secrets except in the proper performance of its duties hereunder; provided, however, Master Distributor is not prohibited hereby from disclosing or using any Trade Secrets which subsequently becomes part of the public domain through no breach of this Agreement or the Master Distributorship Agreement and through no fault of Master Distributor. 5. Non-Disclosure of Confidential Information or Proprietary Information. Master Distributor shall not, during the term of this Agreement and the Master Distributorship Agreement, and for a period of three (3) years following termination, for any reason, of the Master Distributorship Agreement, disclose, use, reveal, report, publish, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>disclose, transfer, or make available, directly or indirectly, to any person, business concern, or other entity, any Confidential Information or Proprietary Information except in the proper performance of its duties hereunder; provided, however, Master Distributor is not prohibited hereby from disclosing or using any Confidential Information or Proprietary Information which subsequently becomes part of the public domain through no breach of this Agreement and the Master Distributorship Agreement and through no fault of Master Distributor. 6. Confidentiality Procedures. Master Distributor shall take all appropriate steps to ensure that the Confidential Information 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|>Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order. 8 Proprietary Rights, Limited Right to Use Any and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017. 9 Term This Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties. 10 Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany. 11 Jurisdiction The place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht München I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing. 12 Notification of Unauthorised Use Mentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with Organiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication. 13 Remedies Mentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor’s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants. 14 Miscellaneous This Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreem<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ent and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> so as to permit the Sponsor to make an application to register a patent with respect to the Project IP. Failing receipt of such notice in the time and in the manner provided, McGill and the Intern will be at liberty to publish the proposed publication without further notice to the Sponsor. 3.5 COPYRIGHT: Copyright in any Publication will be owned by the author excluding any software code and related technical documentation created as part of the Project, which shall be Project IP notwithstanding this this limitation the moral rights of the author shall not be affected. 4. LIMITED WARRANTY DISCLAIMER AND INDEMNITY FOR BACKGROUND AND PROJECT INTELLECTUAL PROPERTY: The Sponsor acknowledges that the Project is experimental and exploratory in nature and that no promise is made with respect to the achievement of any results, desired or otherwise, in a given Project. The Sponsor agrees to undertake its own due diligence prior to any use of the Project IP. No warranty or representation is given with respect to the Project IP including, without limitation, any implied warranties as to merchantability, fitness for a particular purpose or of non-infringement. McGill and the Intern expressly disclaim all obligations and liabilities for damages of any kind or nature whatsoever including, but not limited to, direct, indirect, special, incidental, punitive and consequential damages, solicitors’ and experts' fees, and court costs (even if they have been advised of the possibility of such damages, fees or costs), arising out of or in connection with the Project<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or any use in any manner whatsoever of any research results or Project IP. The Sponsor will hold harmless and indemnify McGill, its Board of Governors, executives, faculty, staff, employees, agents, successors and assigns (including without limitation the Academic Supervisor and the Intern ) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, on a solicitor and own client basis, from or arising out of the use by the Sponsor, or anyone for whom the Sponsor is in law responsible or any of their successors or assigns, of Project IP or the research results of a given Project, including without limitation any damages of any kind or nature whatsoever (including but not limited to direct, indirect, special, incidental, punitive or consequential), losses of any kind or nature (including without limitation loss of revenues, profits, savings, business, data or records) or costs arising in any manner whatsoever (including arising from or incidental to any product liability or other l<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers. Notwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements ("SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediately preceeding sentence (B) to refer orders for Products for delivery outside the United States to comply with Seller's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site. 3.2 CompuCom's Agreement. (a) CompuCom agrees that during the Non-Competition Period CompuCom will not, and will not permit any of its Subsidiaries to: (i) provide any Services to any account listed on Exhibit B hereto; (ii) provide any Services to any account listed on Exhibit C hereto except to the extent provided for in such Exhibit; or (iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller. Notwithstanding the foregoing, CompuCom shall be permitted to provide Service<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s under any "request for proposal", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable "request for proposal", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999. (b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades. ARTICLE IV Acceptance of Product Orders CompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to noti<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ceived at any time. The Disclosee will procure that prior to the disclosure to any other person (including any professional advisor) of any Confidential Information, such other person is made aware of the provisions of this Agreement and the fact that the Disclosee will be liable. The Disclosee acknowledges that the Confidential Information, in as far as it relates to bpost SA/NV, could be price sensitive information and ensures compliance with the relevant legal and other provisions in this respect (including, without being limited to, the provisions of the Belgian Law of 2 August 2002 on the supervision of the financial sector and on the financial services in relation to insider dealing and market manipulation). Confidential Information shall mean the following: a) all such information, of any kind whatsoever (whether in oral, written or electronic form, and including, but not limited to, technical, commercial, financial, accounting, legal and administrative information) pertaining to the Sale of the Munt and the Sellers as may be provided to the Disclosee and their responsible managers, officers, employees, shareholders, members of the Board of Directors and advisors (including financial, legal and tax advisors and auditors) (“Representatives”), by the Sellers, their advisors or their representatives; b) all such analyses, compilations, forecasts, notes, memoranda and other documents as the Sellers or Deloitte Real Estate* and Laga** (the “Advisors”) may have prepared or caused to be prepared and which may contain, refer to or simply result from, the information mentioned in point (a) above; c) the fact that the Disclosee (or any of their Representatives) are or have been involved in the analysis of, in meetings or negotiations related to the Sale, the contents, time and status of such negotiations, and generally any fact concerning the Sale. Confidential Information shall exclude: a) information which had become available to the public prior to the date of disclosure thereof to the Disclosee or their Representatives, or that became available to the public after such date other than as a result of a breach of this Agreement by the Disclosee or their Representatives; b) information which was lawfully in the Disclosee’s possession or in the possession of one or more of their Representatives prior to disclosure under this Agreement, in each case on a non-confidential basis, which, to their knowledge was free of any restriction as to its use or disclosure. The Disclosee acknowledges that they may not approach the representatives of the Sellers and cannot contact anybody else other than the contact persons from the Advisors. The Disclosee further undertakes and acknowledges, that neither the representatives of the Sellers nor their Advisors give any warranty or make any representation as to the accuracy or completeness of any of the Confidential Information or as to the reasonableness of any assumptions on which the information is based. The Disclosee agrees that the Sellers or Advisors shall not have any liability to the Disclosee or to any of their directors, employees, advisors or agents re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sulting from the use of Confidential Information. This Agreement shall in no way constitute a commitment by any person to supply any Confidential Information or enter into any contract in connection with the Sellers. The obligations of the Disclosee under this Agreement shall expire the earlier of (a) three years after the date of this Agreement, or (b) the date the Sale between the Candidate and the Sellers is completed. The obligations of confidentiality and non-disclosure under this Agreement shall become effective as of the date of signing. In the event that the Disclosee or any of its Representatives becomes legally compelled to disclose any of the Confidential Information to a regulatory authority or to any other entity or third party, the Disclosee shall immediately notify the Sellers before disclosing such Confidential Information, so that the Sellers may seek a protective order or other appropriate remedy, without prejudice to the Disclosee’s remedies under this Agreement. It is further understood and agreed that, without prejudice to any other rights or remedies which either party may have, any breach of these undertakings could cause the Sellers and/or its shareholders irreparable injury. In the event of an actual or threatened breach by the Disclosee and/or its Representatives of any provisions of this Agreement, the Sellers shall be entitled (i) to seek injunctive relief in any court of competent jurisdiction restraining the Disclosee and/or its Representatives from breaching the terms hereof or from disclosing any Confidential Information to any person and (ii) specific performance and other equitable relief. This Agreement shall be governed by and construed in accordance with Belgian law and the Parties irrevocably agree to submit themselves to the exclusive jurisdiction of the Courts of Brussels. In accordance with the procedure defined in the candidacy file, we would be grateful if you could confirm your understanding and acceptance of the foregoing by returning to us a signed copy of the present document Yours sincerely, Frédéric Sohet Koen Van Gerven Partner CEO Deloitte Real Estate | Financial Advisory* bpost SA/NV The Candidate / Disclosee Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature *A department of Deloitte Consulting & Advisory CVBA Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem VAT BE 0474.429.572 - RPR Brussel/RPM Bruxelles - IBAN BE 38 4377 5059 9172 - BIC KREDBEBB Member of Deloitte Touche Tohmatsu Limited © 2018. **Laga is a civil limited liability cooperative company. Registered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem 0471.858.874 - Brussels Trade Register - ING 310-1381442-54 The list of Laga partners can be obtained upon request or from the Laga website.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>urs. Contractor further agrees to maintain adequate and current written records of such Inventions. B. Company Inventions. The assignment provisions in Paragraph III.C below shall apply only to “Company Inventions” as defined herein. Company Inventions shall mean any Invention that either: 1. relates, at the time of conception or reduction to practice of the Invention, to: a. the Company’s business, projects or products, or to the manufacture or utilization thereof; or b. the actual or demonstrably anticipated research or development of the Company; or 2. results from any work performed directly or indirectly by Contractor for the Company; or 3. results, at least in part, from the use of the Company’s time, materials, facilities or trade secret information regardless of whether Company equipment is used. C. Assignment of Company Inventions. Contractor hereby assigns, and agree to assign, to the Company all our right, title and interest in and to all Company Inventions. Also, Contractor hereby assigns, and agree to assign, to the Company all Inventions conceived or reduced to practice by Contractor within one year following the termination of our work for the Company (voluntary or otherwise), if the Invention is a result of the Company’s information which was obtained by Contractor during our work for the Company. THIS SECTION C DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870, INCLUDING ANY IDEA OR INVENTION WHICH IS DEVELOPED ENTIRELY ON OUR OWN TIME WITHOUT USING THE COMPANY’S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION, AND WHICH IS NOT RELATED TO THE COMPANY’S BUSINESS (ACTUAL OR DEMONSTRABLY ANTICIPATED), AND WHICH DOES NOT RESULT FROM WORK PERFORMED FOR THE COMPANY. D. Execution of Necessary Documents. Contractor agrees that, upon request and without compensation therefore, but at no expense to Contractor, and whether during the time Contractor is working for the Company, or thereafter, Contractor will do all lawful acts, including the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reiss<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uing, extending and enforcing United States and foreign Letters Patent, including design patents, on all of such Company Inventions, and for perfecting, affirming, maintaining and recording the Company’s complete ownership and title thereto, and to otherwise cooperate in all proceedings and matters relating thereto. E. Exception. Contractor has listed below all unpatented, but potentially patentable, ideas and inventions conceived prior to our work for the Company (and which have not been assigned to a former employer) and which are, therefore, excluded from the scope of this Agreement: 1. None Noted; 2. ; 3. ; and 4. . IV. COPYRIGHTS. Contractor agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable subject matter which occur as a result of our work for the Company shall be the sole and exclusive property of the Company, and agree that such works comprise works made for hire. Contractor hereby assigns, and agree to assign, all right, title and interest in any and all copyrights, copyright registration and copyrightable subject matter which occur as a result of our work for the Company. Contractor hereby irrevocably appoints Company as our attorney-in-fact for the purpose of executing any and all documents and performing any and all other acts necessary to give effect and legality to the provisions of this paragraph and paragraph II.D above. V. NO UNFAIR COMPETITION. As consideration for entering into this Agreement with the Company, and the Company providing Contractor compensation for our services, Contractor agrees not to compete with the Company as follows: A. During The Time Contractor is Working for the Company. Contractor agrees that during the time Contractor is working for the Company, Contractor will not interfere with the business of the Company in any manner. Particularly, but without limitation, Contractor agrees to refrain from planning or organizing a competitive business during the time Contractor is working for the Company. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not have any proprietary interest in any competitive business except for an interest of less than five percent (5%) of the outstanding shares of a publicly-held corporation, meaning a corporation whose outstanding shares are owned by one hundred (100) or more shareholders. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not solicit customers of the Company for any purpose whatsoever. In addition, Contractor represents and warrant that Contractor does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies and / or individuals who have businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company during the term of the Agreement. VII. GENERAL PROVISIONS. A. If any portion of this Agreement is found to be void or unenforceable, it shall be severed from this Agreement, leaving in force the remainder of this Agreement. B. This Agreement will be binding upon our heirs, assigns, executors, administrators or other legal representatives. C. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless contained in a single writing and signed by both the Company and Contractor. No course of conduct or manner of dealing with the parties shall constitute a waiver of any term or provision of this Agreement. D. In the event that any legal action becomes necessary to enforce or inte<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>AGREEMENT FOR NON-DISCLOSURE OF PROPRIETARY INFORMATION AND STANDSTILL This Agreement, made as of this 13th day of March, 1997, by and between CANADIAN NATIONAL RAILWAY COMPANY, with a principal place of business located at 935 de La Gauchetiere St. W., Montreal, Province of Quebec, Canada, and ILLINOIS CENTRAL CORP., with a principal place of business located at 455 North Cityfront Plaza Drive, Chicago, State of Illinois, is to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed or made available under this Agreement, and shall be governed by and enforceable under, the laws of the State of New York. RECITALS WHEREAS, the parties hereto (each referred to herein as a "Party") are giving consideration to a possible transaction, including a possible business combination, joint venture or other possible arrangement involving the parties (a "Business Arrangement") and in connection therewith it is expected that each Party furnish to the other Party certain Propri<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>etary Information (as defined below); AND WHEREAS, each Party desires to assure the confidential and proprietary status of the Proprietary Information which may be disclosed hereunder; AND WHEREAS, the parties also desire that any Proprietary Information that is disclosed pursuant to the terms of this Agreement to the other Party or, as permitted hereunder, to its directors, officers, employees, affiliates, representatives (including financial advisors, attorneys and accountants) or agents (collectively, "Representatives"), be used only for the purposes of evaluating a possible Business Arrangement; AGREEMENT NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged; the parties agree as follows: 1. The Party receiving Proprietary Information (the "Recipient") and its Representatives will protect all Proprietary Information received under this Agreement from any disclosure to third parties or the use of such Proprietary Information beyond that allowed under this Agreement, in each case, in accordance with this Agreement, and will not engage in such disclosure or use without the prior express written permission of the Party disclosing such information (the "Disclosing Party"). 2. Proprietary Information which may be supplied and is protected under this Agreement includes, but is not limited to: all business plans, specifications, reports, manuals, data books, computer programs, techniques, employment arrangements, and all other business practices or information of a private nature on any media whatsoever, and any derivatives of the foregoing, including, without limitation, any notes, analyses, compilations, studies, memoranda or other documents prepared by the Recipient, or its Representatives, which contain, reflect or are based on, in whole or in part, such proprietary information (collectively, "Proprietary Information"). Such Proprietary Information includes data transferred in the form of, but not limited to, oral, written, graphic or computer media including telephone, and meeting conversations, as well as all analyses, compilations, forecasts, studies or other documents which include any Proprietary Information. The term "Proprietary Information" does not include confidential information which (i) becomes generally available to the public other than as a result of a disclosure by Disclosing Party or Disclosing Party's Representatives, (ii) was available to Recipient on a non-confidential basis prior to its disclosure to Recipient by Disclosing Party or its Representatives, (iii) is independently developed by the Recipient or its Representatives without the use of any Proprietary Information of the Disclosing Party, or (iv) becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party or its Representatives, provided that such source, to Recipient's knowledge, is not bound by a confidentiality agreement with Disclosing Party or its Representatives, or is otherwise prohibited from tr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Mutual Non-Disclosure Agreement This Agreement is made on BETWEEN: (1) Acumen Business Systems Ltd, 16 Boiler House, Electric Wharf, Coventry, CV1 4JU And: (2) WHEREAS: (A) The parties wish to enter into business discussions and pursuant thereto each of the parties wish to disclose confidential information to the other party hereto about their own intellectual property, business affairs and methods of work. (B) The parties wish to regulate how such confidential information is to be treated in order to protect the party owning such confidential information. 1. DEFINITIONS “Purpose” shall mean the purpose referred to in recital A. “Confidential Information” shall mean all information in whatever form, whether imparted orally or in writing or by other medium including all copies of the same which one party hereto discloses to the other pursuant to the Purpose. “Disclosing Party” shall mean a party hereto who discloses its Confidential Information to the other Party hereto. “Receiving Party” shall mean a party hereto who receives Confidential Information. 2. USE OF CONFIDENTIAL INFORMATION 2.1. A Receiving Party agrees: 2.1.1. to keep the Confidential Information of the other strictly confidential and not copy, supply or make the same available to any person other than as permitted in Clauses 2.1.2 and 2.1.3 below; 2.1.2. to use the Confidential Information of the other solely in, and to the extent necessary for the Purpose and not to copy or use any Confidential Information of the other save to the extent necessary for the Purpose; 2.1.3. not to disclose any Confidential Information to any person or entity other than to such of its employees who need to know for the Purpose (“Permitted Disclosees”), provided that the Receiving Party shall ensure that its Permitted Disclosees keep all Confidential Information confidential and only use it on the terms of this Agreement, as if such Permitted Disclosees were party to this Agreement. 3. CARE 3.1. Without prejudice to the generality of Clause 2, the Receiving Party shall exercise no less a degree of care in protecting the Confidential Information than which it uses to protect its own information of like sensitivity and importance. 4. EXCLUSIONS 4.1. The provisions of this Agreement shall not apply to information: 4.1.1. publicly available prior to the date of this Agreement or that is made publicly available on or after the date of this Agreement by the Disclosing Party without restriction; 4.1.2. that is independently obtained by the Receiving Party without breach by it of any obligation of confidentiality; 4.1.3. already in the Receiving Party's possession and was lawfully received from sources other than the Disclosing Party; 4.1.4. which is required to be disclosed by law, provided that, to the extent the Receiving Party is not prohibited from doing so by law, it undertakes to give the Disclosing Party not less than two business days’ notice of such requirement of disclosure and, to such extent, will make such disclosure in the manner and with the content agreed by the Disclosing Party. If any portion of Confidential Information falls within any of the above exceptions, the remainder shall continue to be subject to the restrictions of this Agreement. 5. COMPLETENESS OF INFORMATION 5.1. The Confidential Information is disclosed on an AS IS basis. Neither party makes any warranties expressed or implied either regarding the sufficiency or completeness of the Confidential Information for any purpose or regarding any infringements which may arise from the use of the Confidential Information. 6. RIGHTS 6.1. Neither party shall acquire any intellectual property rights or other right, title or interest in any Confidential Information of the ot<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>her as a result of or in connection with this Agreement. 6.2. Except as provided herein, no right or license whatsoever, either expressed or implied, is granted to either party pursuant to this Agreement under any patent, patent application, trademark, copyright or other proprietary right now or hereafter owned or controlled by the other party. 7. RETURN OF CONFIDENTIAL INFORMATION 7.1. Each party shall forthwith upon request by the other return to the other all Confidential Information (including, without limitation, all summaries, copies and excerpts of Confidential Information), and other information, given to it by the other and shall expunge and destroy all Confidential Information from any equipment or other device in its possession or control. Furthermore, the receiving party shall destroy all copies of analyses, compilations, studies or other documents or derivative works which contain any Confidential Information. Each party shall on request provide a letter signed by a director confirming that it has complied with this clause. 8. NO WAIVER AND REMEDIES 8.1. Delay or failure of either party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right, power or remedy under this Agreement shall not operate as a waiver of that provision, right, power or remedy or preclude its exercise later and no single or partial exercise thereof shall preclude any further exercise thereof. 8.2. Without prejudice to any other rights or remedies which the other party may have (whether or not expressly provided or contemplated in this Agreement), each party acknowledges and agrees that damages may not be an adequate remedy for breach by it of the provisions of this Agreement, and accordingly it agrees that (subject, where applicable, to the discretion of the court) the other party shall be entitled to the remedies of injunction, specific performance and any other equitable relief for any threatened or actual breach of such provisions and no proof of special damages shall be necessary for its enforcement. 8.3. (Notwithstanding Clause 8.2) each party shall indemnify and keep indemnified the other party against any and all liabilities, claims, expenses, losses and damages suffered or incurred by that other party as a result of any breach by it of its obligations under this Agreement. 9. GENERAL 9.1. Each party confirms that it is entering into this Agreement as principal and not as agent or broker for any other party. 9.2. Neither party shall assign or transfer this Agreement or any part thereof to any other party 9.3. No change, amendment or modification of any provision of this Agreement shall be valid or binding on the parties unless made in writing and signed by a duly authorised representative of each of the parties. 9.4. This Agreement shall apply without limit of time to all Confidential Information disclosed in connection with the Purpose. 9.5. Headings are inserted in this Agreement for convenience only and no account shall be taken of headings in construing this Agreement. 9.6. If any part or any provision of this Agreement shall to any extent prove invalid or <|eot_id|> |