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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|>ng Entities within five (5) business days of receipt. The Participating Entity receiving such Legal Process shall not be in violation of this Agreement if it complies with the Legal Process requiring disclosure of the Confidential Information after seven (7) business days following Participating Entity notification, as set forth above. (b) A Participating Entity shall not disclose any Confidential Information in response to a request under the federal Freedom of Information Act, 5 U.S.C. § 552, as amended, or an equivalent state or local open records law, except as required by law as determined in the written opinion of such Participating Entity’s legal counsel. Upon receipt of a Freedom of Information Act or public records disclosure request, such Participating Entity shall: (i) notify each Participating Entity or Participating Entities whose information is subject to such disclosure request immediately upon receipt of a request for public records that include all or part of the Confidential Information; and (ii) if, in the written opinion of the legal counsel for the Participating Entity receiving the information request, the Confidential Information is not legally required to be disclosed, treat the requested Confidential Information as exempt from disclosure to the extent permitted by applicable law. The Participating Entity receiving the information request shall cooperate with the Participating Entity or Participating Entities whose information is subject to such disclosure request in challenging the request or seeking another appropriate remedy, as necessary. If such challenge to the request is not successful and another remedy is not obtained, only that portion of the Confidential Information that is legally required to be disclosed, as determined in the written opinion of the Participating Entity’s legal counsel, shall be disclosed. (c) Unauthorized Disclosure: If a Participating Entity becomes aware that Confidential Information has been or likely has been disclosed to a third party in violation of this Agreement, the Participating Entity will immediately notify the Participating Entity in writing that provided the disclosed Confidential Information, provide a description of the information disclosed, and provide reasonable assistance to the Participating Entity that provid<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed the disclosed Confidential Information to recover the Confidential Information and prevent further unauthorized disclosure. 5. Term. This Agreement shall remain in effect as to each Participating Entity unless and until a Participating Entity seeking to withdraw from the agreement provides ten (10) days’ prior written notice to the other Participating Entities, then this Agreement shall terminate with respect to such Participating Entity at the conclusion of such ten (10) day period; provided, however, that termination shall not extinguish any claim, liability, or cause of action under this Agreement existing at the time of termination. The provisions of Sections 1, 2, 3, 4, 5 and 6 shall survive the termination of this Agreement for a period of ten (10) years. 6. Return or Destruction of Confidential Information. Upon termination of this Agreement, all Confidential Information in the possession or control of a Participating Entity and its Representatives that received such information shall be returned to the Participating Entity that disclosed the information, including all copies of such information in any form whatsoever, unless otherwise instructed in writing by the Participating Entity that disclosed the information. Notwithstanding the foregoing, if the Confidential Information is retained in the computer backup system of a Participating Entity, the Confidential Information will be destroyed in accordance with the regular ongoing records retention process of the Participating Entity. In lieu of return, a Participating Entity may certify to the other Participating Entities in writing that all such Confidential Information, in any form whatsoever, has been destroyed. Notwithstanding anything in this paragraph 6 to the contrary, a Participating Entity may retain a record copy of any Confidential Information if required to do so by applicable law. In such an instance, such Participating Entity shall identify in writing the specific Confi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers. Notwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements ("SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the 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 Services under any "request for proposal", bid, contract or statement of work submitted by CompuCom to the applicable potential customer pr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ior 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 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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT This Non-Circumvention, Non-Disclosure Agreement (the “Agreement”) is entered into by and between We Rock The Spectrum Kid’s Gym, LLC (“WRTS”), 5520 Crebs Avenue, Tarzana, California 91356, USA (“Disclosing Party”) and , located at (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”). The undersigned Parties agree in consideration of their mutual promises to abide by the following terms and conditions: 1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Such information shall include, but not be limited to contracts, documents, files, printouts, websites, and other printed and digital information provided by the Disclosing party and also the names, telephone numbers, addresses, fax numbers, email addresses, etc. of the contact, parties, and/or source(s) provided by the Disclosing Party. The Parties acknowledge that the Confidential Information may be written, oral, graphic, pictorial, recorded, or stored and transmitted in digital form or any digital format; and such information is deemed valuable, special or unique assets of the Disclosing Party that were developed or obtained through investment of significant time, efforts and expense, and that access to such information would not be possible but for the relationship of the Parties hereunder. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Pre-Existing Relationships. In the event that any third parties already have a pre-existing working relationship or have previously made contact with any parties to this Agreement via other means, and such third parties were not introduced by any parties to this Agreement, such third party contacts and/ or sources are not subject to the restrictions, terms and conditions of this Agreement. 4. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to any employees, contractors, agents, and any other third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least 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, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or elect<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. 5. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 6. Non-Circumvention. The Receiving Party expressly agrees not to circumvent, avoid, bypass or obviate the Disclosing Party in any manner, directly or indirectly, to avoid payment of fees, royalties, or any other obligation in any way involving any of the parties introduced and Confidential Information disclosed pursuant to this Agreement, or any transaction contemplated hereunder or other business arrangement arising out of or connected in any way to the Confidential Information. 7. Return of Confidential Information. Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the evaluation of entering into the transaction or other business arrangement or upon the specific request of the Disclosing Party. 8. Independent Contractors. Each party is an independent contractor with respect to the other, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, franchisee-franchisor, partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized herein. 9. Integration. The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties concerning subject matter hereof and this Agreement supersedes all previous communications, proposals, representations and agreements, whether oral or written, relating thereto, among these parties. This Agreement may not be amended except in a writing signed by both Parties. 10. Severability. Should any provisions at this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and shall continue to be in effect. 11. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 12. Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative. We Rock the Spectrum Kid’s Gym, Disclosing Party Receiving Party By: By: Dina L. Kimmel - President/CEO Da<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> false. (c) The receipt by either party of an opinion of counsel that such termination is necessary to avoid exposure to civil or criminal liability under any federal, state or foreign laws. (d) The failure of ANUBIS to meet under 70% of the Performance Levels in the Sales Territory by mutual agreement; or (e) A substantial change in the ownership or control of ANUBIS. 8.3 EFFECT OF TERMINATION. Should an Event of Default occur the non-defaulting party might, so long as the Event of Default continues in effect, terminate this agreement and pursue any right which may be available by law. In the event of any termination arising as a result of a breach by ANUBIS: (a) SCAM shall not be relieved of any obligation to make further shipments of the Product hereunder and may not (even in the event that the contract was terminated as a result of a breach by ANUBIS) cancel all ANUBIS's unshipped orders for the Product. SCAM shall have an obligation to ANUBIS in connection with of any unshipped orders pursuant to this paragraph. (b) ANUBIS shall immediately discontinue representation of the Product and the use of Confidential Information the Trademarks and any signs, stationary, advertising, or anything else that might make it appear that ANUBIS is still authorized to deal in the Product. (c) ANUBIS shall immediately return all Confidential Information to SCAM along with all literature, manual, price lists, and similar material related to the Product. ARTICLE 9. GENERAL PROVISIONS 9.1 COMPLETE AGREEMENT; MODIFICATIONS. This agreement and any doc<|eot_id|> <|start_header_id|>assistant<|end_header_id|>uments referred to herein or executed contemporaneously herewith constitute the entire agreement among the parties with respect to the subject matter hereof and may not be amended, altered or modified except by a writing signed by the parties. This agreement supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. 9.2 ADDITIONAL DOCUMENTS. Each party hereto agrees to execute any and all further documents and writings and to perform such other actions which may be or become necessary or expedient to effectuate and carry out this agreement. 9.3 NOTICES. Unless otherwise specifically permitted by this agreement, all notices under this agreement shall be in writing and shall be delivered by personal service, telegram, facsimile or certified or registered mail (if such service is available, or, if not, by first class mail), postage prepaid, to such address <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>EFFECT OF TERMINATION. Upon receipt by either Party of a notice of termination under this section 13 or expiry of the delay within which default may be cured under section 13.2.1, McGill will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that McGill shall have the right to disburse any sum of money committed at th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e time of termination. Sponsor shall pay to McGill all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 13.2.1, and shall pay for all costs and fees related to the termination of the Agreement. 13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible. 14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>1. INFE will disclose to RECIPIENT such portions of its Proprietary Information solely to enable RECIPIENT to determine the desirability of selling its assets to INFE; and RECIPIENT shall not diss<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eminate any portions of the Proprietary Information to any third party individual or entity. 4. No Proprietary Information shall be disclosed to any third party whatsoever by RECIPIENT without the prior written approval of INFE and all such information shall be protected with at least the same diligence, care, and precaution that Recipient uses to protect its own Proprietary Information. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>d, the party required to make the disclosure shall furnish only that portion of the Evaluation Material that such party determines, alter consulting with counsel, is required to disclose and shall exercise all reasonable efforts to preserve the confidentiality of the other party’s Evaluation Material. 7. Termination of Discussions. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Effective Date. Promptly upon notice from either party that it does not wish to proceed with the Transaction, each party shall return to the other party or destroy all copies of the Evaluation Material (including all documents based thereon) in its possession or in the possession of its Representatives, except that outside counsel to the receiving party may retain one copy of the Evaluation Material for archival purposes and solely to comply with applicable law, rule or regulation. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality and other obligations hereunder for a period ending on the second anniversary of the Effective Date. 8. Definitive Agreements. Unless and until a final definitive agreement, regarding the Transaction has been executed, no contract or agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any legal obligation whatsoever with respect to the Transaction by virtue of this Agreement except for the matters specifically agreed to herein. The term “definitive agreement” does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material under this Agreement, to reject any and all proposals with regard to the Transaction and to terminate discussions and negotiations at any time. 9. Entire Agreement. This Agreement sets forth the entire agreement with respect to the Evaluation Material disclosed hereunder and supersedes all prior or contemporaneous agreements concerning such Evaluation Material, whether written or oral. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. 10. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of this Agreement shall be. invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby, 11. Governing Law, Jurisdiction. This Agreement and all matters arising out of or relating to this Agreeme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt shall be governed by the procedural and substantive laws of the state of California and shall be deemed executed in Redwood City, California. Any legal action or proceeding relating to this Agreement shall be instituted exclusively in any state or federal court In San Francisco or San Mateo County, California. Company and Oracle irrevocably and unconditionally agree to submit to the exclusive jurisdiction of, and agree that the venue is proper in, the aforesaid courts in any such legal action or proceeding. 12. Relief. Each party agrees that money damages will not be a sufficient remedy for any breach of this Agreement by it or its Representatives, and that the other party is entitled specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. ORACLE CORPORATION HYPERION SOLUTIONS CORPORATION By: /s/ Douglas Kehring By: /s/ Mark Cochran Name: Douglas Kehring Name: Mark Cochran Title: Authorized Signatory Title: VP & General Counsel Effective Date: Jan. 2, 2007 Address: 5450 Great America Pkway<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>PATENT ASSIGNMENT AND NON-DISCLOSURE AGREEMENT AGREEMENT between FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania corporation, having a place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 or any of its subsidiaries (referred to as "FRANKLIN") and residing at an employee of Franklin or one of its subsidiaries ("EMPLOYEE"). BACKGROUND 1. EMPLOYEE has been hired by FRANKLIN in a position with access to information relating to the understanding of, testing, or improvement of existing products of FRANKLIN, the development of new products for FRANKLIN, and/or the general business activities of FRANKLIN. 2. The parties desire to reduce to writing the patent assignment and non-disclosure aspects of the employment relationship. TERMS OF AGREEMENT In and for the consideration of the employment of EMPLOYEE by FRANKLIN, EMPLOYEE agrees as follows: 1. EMPLOYEE shall promptly and fully disclose to FRANKLIN any and all inventions, discoveries, writings, programs, and improvements made by him or her pertaining to or useful in the business of FRANKLIN during his or her period of employment by FRANKLIN, and any improvements to his or her invention, writings, programs, and discoveries, made, conceived or acquired by him or her no later than one year after the termination of employment, whether made or conceived solely or jointly with others, whether during regular business hours or otherwise; said Inventions, discoveries, writings, programs or improvements shall become and remain the property of FRANKLIN whether or not patent applications or copyright, trademark, or maskwork registrations are filed thereon. 2. EMPLOYEE shall from time to time, upon request and at the expense of FRANKLIN, make application through the attorneys for FRANKLIN for any letters patent or copyright or maskwork registrations of the United States, and any and all foreign countries, on said inventions, discoveries, writings, programs or improvements, and assign and transfer all said applications, inventions, discoveries, writings, programs, and improvements to FRANKLIN or its nominee, without further consideration. 3. EMPLOYEE shall from time to time, upon request of FRANKLIN execute all papers and do all other things that may be reasonably required in order to protect the rights of FRANKLIN, and to vest in FRANKLIN or its successors or assigns the entire rights, title and interest in and to any and all inventions, discoveries, writings, program improvements, and applications for letters patent or copyright or maskwork registrations relating to anything pertaining to or useful in the business of FRANKLIN as provided above. 4. EMPLOYEE further agrees not to divulge to any third party, either during his or her employment or thereafter, any confidential information conceived by him or her, disclosed by FRANKLIN, or obtained by him or her while in the employment of FRANKLIN relating in any way to any of FRANKLIN'S proc<|eot_id|> <|start_header_id|>assistant<|end_header_id|>esses, businesses, customers, trade secrets, apparatus, products, software, packages, programs or trends in research, or to any of the inventions, discoveries, writings, programs, and improvements covered hereby, and agrees to maintain this information in confidence until such time that such information has become widely known to the public or described in an issued patent or in a printed publication of wide circulation. Upon termination of the employment, EMPLOYEE agrees to turn over to FRANKLIN all notes, memoranda, notebooks, drawings, records, customer lists, telephone files (including Rolodex and business card files) and correspondence in connection with anything done by him or her relating to his or her employment, for the reason that all confidential information contained therein is at all times the sole property of FRANKLIN. Following the termination of his or her employment with FRANKLIN, EMPLOYEE agrees not to solicit any employees or consultants of Franklin at any time. 5. EMPLOYEE understands and agrees that the continuance of EMPLOYEE in the service of FRANKLIN for a definite period is not made obligatory upon either party or a condition of this Agreement. 6. EMPLOYEE agrees that this Agreement shall be binding upon his or her heirs, executors, administrators or other legal representative or assigns. 7. EMPLOYEE represents and warrants that he or she has no agreements with or obligations to others in conflict with the foregoing. 8. EMPLOYEE agrees that any portion of this Agreement held to be unenforceable shall be severed from this Agreement and shall not adversely affect any other portion of this Agreement. IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have executed this Agreement on the date set forth below. EMPLOYEE Dated: (SEAL) ---------- ----------------------------- ----------------------------- (Print Name) FRANKLIN ELECTRONIC PUBLISHERS, INC. Dated: BY: ---------- -------------------------- 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|>on at any time without prior notice to the other party. 7. Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals. 8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>he following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party. Kennetik Alexander Londo, CCO 8400 Normandale Lake Blvd. Suite 920 Minneapolis, MN 55437 Phone number: (612) 405-8999 9. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 years from the date hereof. 10. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties. 11. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Minnesota for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts. 12. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written ab<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ietary Information to anyone except its employees with a need to know who are involved in the consideration or performance of the business arrangements described herein. 5. This Agreement shall not apply to Information that: (a) is in or enters the public domain, through no fault of the Receiving Party; or (b) is or has been disclosed by the Disclosing Party to the other Party or to a third party without restriction; or (c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the Information hereunder; or (d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality; or (e) is developed by the Receiving Party independently of any breach of this Agreement; or (f) the applicable period of confidentiality pursuant to paragraph 3 has ended. Each party may disclose any Proprietary Information to the extent that such Party has been advised by counsel that such disclosure is necessary to comply with laws or regulations, or any judicial order or request, or as necessary in connection with the filing of any patent, copyright, or similar application or registration; provided that each Party shall give the other Party reasonable advance notice of such proposed disclosure, shall where practicable use its best efforts to secure confidential treatment of any such Proprietary Information and shall advise the other Party in writing of the manner of the disclosure. 6. This Agreement shall terminate two (2) years from the date first written above, except the obligations of confidentiality pursuant to paragraph 3, and the terms of paragraph 4, shall continue for the period specified in paragraph 3. 7. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply a commitment by either Party with respect to present or future business arrangements or other subject matter not expressly set forth herein. 8. The Receiving Party shall have, or shall enter into, agreements with its parent, divisions, subsidiary companies and consultants that will safeguard the Proprietary Information disclosed hereunder consistent with the terms of this Agreement. With respect to employees, the Receiv<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ing Party shall advise all employees who will have access to Proprietary Information as to their obligations contained herein. 9. Except as expressly provided herein, no license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret. 10. Any amendment to this Agreement must be in writing and signed by authorized officials of each Party. N<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-CIRCUMVENTION, NON-DISCLOSURE, BROKERAGE AND WORKING AGREEMENT This Non-Circumvention, Non-Disclosure, Brokerage and Working Agreement (this “Agreement”) is made and entered into by Monnit Corp., a Utah Corporation (“Monnit”) and iMetrik M2M Solutions Inc., a Nevada Corporation (“Receiving Party”) as of February 12, 2012. RECITALS WHEREAS, Monnit possesses certain information relating to third party business opportunities (“Business Sources”) not known by Receiving Party; WHEREAS, the Receiving Party is interested in entering into business transactions with such Business Sources; and WHEREAS, Monnit and Receiving Party wish to enter into this agreement to define certain parameters of their future legal obligations. AGREEMENT NOW, THEREFORE, in consideration of mutual promises contained herein and other good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually and voluntarily agree as follows: 1. Business Source Identification. Monnit will identify certain Business Sources not known by Receiving Party which shall be set forth on Exhibit A, attached hereto and incorporated herein. Within 10 days of identifying a Business Source, Monnit shall amend Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party. The Receiving Party shall have 2 business days to object to the amendment to Exhibit A by providing documentation that evidences Receiving Party's prior relationship with the Business Source added to Exhibit A. If Receiving Party fails to object or provide evidence documenting Receiving Party's prior relationship with the Business Source, the revised Ex<|eot_id|> <|start_header_id|>assistant<|end_header_id|>hibit A shall be deemed automatically amended and incorporated into this Agreement. 2. Non-Solicitation; Non-Circumvention. Neither the Receiving Party nor any of its agents shall, in any manner access, contact, solicit or conduct any business with a Business Source that has been made available by and through Monnit. The Receiving Party shall not in any way whatsoever circumvent or attempt to circumvent Monnit and shall not enter into direct or indirect offers, negotiations or transactions with a Business Source revealed by Monnit. 2. Non-Disclosure. The parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose information pertaining to the Business Sources as permitted by Monnit, unless agreed and granted an expressed written permission of Monnit. 3. Broker Relationship. The parties agree that Monnit is acting solely as a broker in bringing interested parties together to conduct business. As such, Monnit shall be entitled to compensation for such business. Compensation shall be negotiated separately and through a subsequent agreement by the Receiving Party and Monnit. Both parties agree that any business transaction(s) between the Receiving Party and those Business Sources provided by Monnit will not be conducted without the prior agreement of Monnit’s compensation for such business transaction(s). 3. Damages. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to ten times the maximum service fees it would have realized from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation. 4. Term. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories. 5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Utah applicable to contracts executed and to be performed in the State of Utah with exception of its provisions regarding conflict of laws. 7. Binding on Successors and Assigns. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns. 8. Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>f the execution of this Agreement, and other good and valuable consideration, and the covenants made herein, the Parties agree that the disclosure of such information by Ameren Illinois to Recipient is subject to the following terms and conditions: 1. Receipt of Information. Ameren Illinois disclose to Recipient, customer information protected from public disclosure pursuant to 815 ILCS 505/2HH (“Confidential Information”) for use by the Recipient and its<|eot_id|> <|start_header_id|>assistant<|end_header_id|> officers, directors, agents, employees and contractors (collectively, the “Representatives”), on a need-to-know basis for the purpose of facilitating electric supply aggregation pursuant to 20 ILCS 3855/1-92. 2. Confidential Information Defined. The Parties acknowledge that any such information referred to in paragraph above shall be considered Confidential Information. Under this Agreement, all information disclosed by the Ameren Illinois whether provided in oral, written, visual, electronic or other form is presumed to be Confidential Information unless it falls within one of the exclusions of Section 3. Confidential Information includes non-public customer specific information. Confidential Information as used herein also includes information supplied by Ameren Illinois to Recipient prior to the execution of this Agreement, and such Confidential Information shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available after the execution of this Agreement. 3. Exclusions from Definition. Confidential Information as used herein does not include any information which (i) is already known to the Recipient at the time it is disclosed to the Recipient, provided that such prior knowledge can be substantiated by written records and documents or (ii) is or has become generally known to the public through no wrongful act of the Recipient, (iii) information permitted to be disclosed by express written authority of a customer or customers, (iv) is obtained by the Recipient from a third party who has the right, to the best of the Recipient’s knowledge, to disclose the information, or (v) is required or permitted to be disclosed in order to facilitate electric supply aggregation pursuant to Illinois law. 4. Non-Disclosure Obligation. The Recipient shall maintain the confidentiality of any Confidential Information and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information. Representatives shall be informed by the Recipient of the confidential nature of the Confidential Information and shall be directed by the Recipient to treat the Confidential Information confidentially, excep<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>esentative. 5. Compliance with Legal Process. In the event that the Recipient is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or; in the opinion of counsel for the Recipient , by federal or state securities or other statutes, regulations or laws) to disclose any Confidential Information, the Recipient shall promptly notify Ameren Illinois of such request or requirement prior to disclosure so that Ameren Illinois may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. 6. Remedies for Breach. Ameren Illinois may seek recourse in the form of injunctive or other equitable relief to remedy or forestall any breach or threatened breach involving a violation of this agreement, including but not limited to the marketing of goods and services beyond authorized aggregation activities. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other rights and remedies available at law or in equity. 7. Responsibility for Damages to Third Parties; Litigation Costs. Ameren Illinois shall not be responsible for damages awarded due to the improper disclosure of consumer information that is adjudicated to have been caused by the Recipient’s negligence or intentional conduct. By virtue of this agreeme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt, the Recipient assumes no liability for the improper disclosure of customer information by Ameren Illinois to parties unrelated to the Recipient or its Representatives. In the event that Ameren Illinois is a named party in a lawsuit 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|>l also provide such assistance and further information with regard to the breach to State as reasonably requested by State in order for State to timely meet its notice obligations to individuals, the media, and/or governmental agencies, as applicable, under any law or regulation requiring notification of breaches of PHI or PII. Section 4. Recipient Representatives. Recipient agrees to ensure that any Recipient Representative to whom it provides Confidential Information agrees in writing to the same restrictions and conditions that apply through this Agreement to Recipient with respect to Confidential Information. Such written agreement shall also require the Recipient Representative to implement reasonable and appropriate administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Confidential Information that it receives. Recipient, and not the State, is solely responsible for Recipient Representatives' uses and disclosures of Confidential Information. Section 5. Ownership of Information. All information learned or developed pursuant to this Agreement shall be "Confidential Information" as defined in this Agreement and shall be the property of State. Section 6. Information Not Covered Under This Agreement. This Agreement shall not apply to specific information if: (a) The information is or later becomes gener<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ally available to the public, except as a result of an unauthorized disclosure by the Recipient or Recipient Representatives; (b) State gives its prior written consent to the disclosure of information or the waiver of any provision of this Agreement; or (c) The information is disclosed to the Recipient by a third party (except an employee or former employee of Recipient or its affiliates) who is not under a legal restriction not to so disclose such information. Section 7. Fulfillment of Purpose. When requested by State, the Recipient shall: (a) Return all documents, copies of documents, computer records and other means of recording or storing Confidential Information in Recipient's or Recipient Representatives' possession to State within five (5) calendar days or, at Recipient's option, destroy all such items; (b) Certify in writing to State that the Recipient has so complied; and (c) Not use or disclose the Confidential Information or transact business in any manner based upon the Confidential Information. Section 8. Representations and Warranties. The Recipient represents, warrants and covenants to State that it is entering into this Agreement with the knowledge that this Agreement (including, specifically, this Section 8 is a substantive and material inducement to State to engage in the evaluation of the Recipient's Services, and that no disclosure would be made to the Recipient or the Representatives by State but for the existence of this Agreement. Section 9. Indemnification of State. The Recipient shall indemnify and hold State harmless from and against all liability, loss, cost or expense (including attorneys' fees) which State may sustain or incur by reason of the breach of any agreements, representations, warranties or covenants of or relating to Recipient or any of the Recipient Representatives contained in this Agreement or by reason of the enforcement by State of any such agreements, representations, warranties or covenants set forth herein. Without limiting the foregoing, in the event of a breach of PHI or PII or similar breach or wrongful disclosure as defined by an applicable law or regulation requiring notification or other remedial action due to the breach or wrongful disclosure of PHI, PII, or other personal or financial information ("Breach Law") that arose out of or related to Recipient's or Recipient Representatives' acts and omissions, Recipient shall indemnify State against all costs and expenses incurred by State that are associated with<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Confidentiality Agreement This Confidentiality Agreement (the “Agreement”) has been prepared on behalf of bpost SA/NV, a limited liability company of public law, and the City of Brussels (the “Sellers”) with regard to the divestment of their respective surface areas (the “Sale”) in the Munt Center/Centre Monnaie (the “Munt”). In consideration of the Sellers agreeing to disclose confidential information (the “Confidential Information”) to the Candidate (“Disclosee”), the latter hereby undertakes to the Sellers that as Disclosee, they will keep confidential all and any Confidential Information received 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, employe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>es, 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 resulting 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 underst<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ubordinate legislation made as at the date of this Agreement and from time to time under that legislation; and 1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction othe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction. 2 Provision and Use of Confidential Information 2.1 The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and 2.1.3 create and maintain the best industry standards of security (including any reasonable arrangements specified by the Disclosers from time to time and the most secure arrangements that the Recipient maintains for its own trade secrets) in order to ensure that the Confidential Information is secure from unauthorised access, and shall inform immediately the Disclosers if the Recipient becomes aware of any apparent unauthorised access. 2.2 To the extent determined from time to time by the Disclosers, each of those <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with <|eot_id|> <|start_header_id|>assistant<|end_header_id|>the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE ST<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Each party agrees that, for a period of 5 years from receipt of information from the other party hereunder, such party shall use the same means it uses to protect its own confidential and proprietary information to prevent the disclosure and to protect the confidentiality of both: i) written information received from the other party which is marked or identified as "confidential"; and ii) oral or visual information identified as confidential at the time of disclosure which is reduced to written form and provided to the other in such written form promptly after such oral or visual disclosure, hereinafter collectively referred to as "the Information". All busi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ness related support services, as well as affiliate, reseller and introducer deals and all commercial and business opportunities. For the purpose of clarity, all information and discussions related to service and product prices, costs, commissions, fees and other monetary matters are also covered under this agreement and to be kept confidential. This includes any prices, costs, commissions, fees or other monetary information offered by one party to the other even if not accepted, as well as any prices, costs, commissions, fees or other monetary information that are accepted by both parties and drawn into a subsequent contract between the parties. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>he courts of the State of Colorado and of the United States of America, in each case located in the County of Denver, for any litigation arising out of or relating to this Agreement, and further agree that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any litigation brought against it in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any litigation arising out of this Agreement in the courts of the State of Colorado or the United States of America, in each case, located in the County of Denver, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. 2.4 Attorney Fees. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, expert witness fees and all other disbursements in addition to any other relief to which it or he may be entitled. 2.5 Modification. This Agreement may not be amended or modified by the parties except by a written agreement executed by both parties. 2.6 Headings or Captions. Headings or captions contained in this Agreement ha<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ve been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. 2.7 Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) “including” is not limiting; (iv) “or” has the inclusive meaning represented by the phrase “and/or”; (v) the words “hereof”, “herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) section and clause references are to this Agreement unless otherwise specified; (vii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (vii) general or specific references to any Law mean such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise p<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>y, IEC and EFL hereby agree as follows: DEFINITIONS PROGRAM as used herein means an exploratory exchange and evaluation of technical and business information among the Parties pertaining t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>o the EFL System. PROPRIETARY INFORMATION - any information disclosed by one PARTY to the respective other PARTY, which is transferred: (a) by means of documents including, but not limited to, agreements, drawings or pictures, designated as confidential at the time of disclosure and marked accordingly; (b) any specimen, physical item or any other object, whether it be marked "confidential" or not; (c) visual or verbal disclosure which is subsequently contained in a document marked "confidential" and delivered to the receiving PARTY within 60 days from its disclosure. PROGRAM OBJECTIVE The objective of the PROGRAM is to provide a mechanism for the sharing of PROPRIETARY INFORMATION which will enable IEC to evaluate the benefits of the EFL System. NONDISCLOSURE OF PROPRIETARY INFORMATION Each Party agrees to protect PROPRIETARY INFORMATION of the other Party, not to use proprietary information for any purpose other than stated in the PROGRAM OBJECTIVE and not to disclose PROPRIETARY INFORMATION to any third party. The Parties shall each secure in writing a similar non-disclosure agreement from each of its employees prior to any disclosure of PROPRIETARY INFORMATION to that person. IEC shall employ in general the same standard of care as it employs with respect to its own proprietary or confidential information of like kind and character. There shall be no obligation with respect to PROPRIETARY INFORMATION which: a) is or becomes publicly available without fault of the receiving Party; b) can be shown by competent written proof to have been in the possession of the receiving Party as of the date of the disclosure; c) is disclosed without restriction to the receiving Party by a third party having the legal right to make such disclosures. TERM The PROGRAM shall have a nominal term of one year commencing with the effective date of this Agreement, and may be extended at the mutual written agreement of IEC and EFL. Either IEC or EFL may terminate the PROGRAM at any time without cause on written notice to the other. Following the expiration of the PROGRAM, or a termination of the PROGRAM as provided for above, the rights and obligations respecting NONDISCLOSURE OF PROPRIETARY INFORMATION set forth in this Agreement will survive and remain in effect for a period of five years. NOTICE Any notice required or permitted under this Agreement shall be submitted 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|>MUTUAL NON-DISCLOSURE AGREEMENT This MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into by and among: Business Innovation Group Limited (A.C.N. 165 042 517) of The University Centre, Level 8, 210 Clarence Street, Sydney Australia 2000 (“BiG”) and: with offices located at . (“The Company”). Effective as of the day of 2013 (the “Effective Date”). WHEREAS, in the course of business discussions, The Company and BiG (each a “Party” and together the “Parties”) shall disclose certain confidential and proprietary information to each other in connection with a proposed business relationship between The Company and BiG (the “Transaction”); and WHEREAS, as a condition to such exchange, each Party (each, a “Disclosing Party”) seeks to bind the other Party (each, a “Receiving Party”) to obligations of confidentiality and limited use with respect to the information it discloses. NOW, THEREFORE, IN CONSIDERATION of the mutual agreements contained herein and the agreement to exchange information as contemplated hereunder, the Parties agree as follows: 1. Confidential Information means any tangible or intangible information or materials possessed by a Party in whatever form or format relating to the Disclosing Party or its actual or proposed information systems, other business, financial or accounting systems, business procedures or methods, business plans, financial products, marketing plans, results of operations, customers, markets, prospective customers, contracts (actual and proposed) with third parties or personnel directly or indirectly disclosed by the Disclosing Party to the Receiving Party during or in the course of discussions or correspondence arising out of or related to the Transaction whether received before or after the Effective Date. Confidential Information includes all information owned by a third party and disclosed by a Disclosing Party hereunder. 2. Confidential Information does not include information that (i) was in the Receiving Party’s possession prior to receiving the Confidential Information from the Disclosing Party; or (ii) is or later becomes generally available to the public through no fault of the Receiving Party; or (iii) Receiving Party develops internally without benefit of or reference to Disclosing Party’s Confidential Information (burd<|eot_id|> <|start_header_id|>assistant<|end_header_id|>en of proving independent development shall be on the Receiving Party); or (iv) Receiving Party receives from a third party who has the right to disclose such information. 3. The Receiving Party agrees (i) to adopt measures to protect the confidentiality, limited use and proprietary nature of the Confidential Information at least as restrictive as those it adopts for its own confidential information of similar importance and in any event, no less than reasonable; (ii) to disclose Confidential Information to only those of its directors, officers, agents, employees, corporate affiliates and third parties retained by the Receiving Party who have a need to know such information in order for the Receiving Party to accomplish the purposes set forth in Paragraph 4 hereof and who are made aware of the confidentiality provisions of this Agreement (and in the case of a third party, who have signed a binding undertaking of confidentiality and non-use substantially equivalent to this Agreement), and (iii) to not use Confidential Information for any purpose except as permitted by Paragraph 4. A Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of Confidential Information by any party to whom Receiving Party has disclosed such information. 4. The Receiving Party may use the Disclosing Party’s Confidential Information for the sole purpose of evaluating, negotiating and, in its discretion, entering into the proposed Transaction. A Receiving Party may disclose Confidential Information pursuant to a request by an applicable regulatory authority, or if they are required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential Information, provided, however, in such event the Receiving Party shall (i) promptly notify the Disclosing Party; (ii) consult with the Disclosing Party as to the advisability of taking steps to resist or narrow such request; and (iii) if so requested, cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. 5. The Parties shall promptly advise each other in writing if they learn of any unauthorized use or disclosure of Confidential Information by any of their directors, officers, employees, corporate affiliates, agents or by any third party. 6. The Parties agree that, in the event of a breach of this Agreement, monetary damages may not be a sufficient remedy and in addition to any other legal remedy, the non-breaching Party shall be entitled to equitable remedies, including injunctive relief. In the event that any Party takes legal action as a result of a breach of this Agreement, the non-breaching Party shall be entitled to recover reasonable legal fees and expenses incurred in connection with such legal action in the event that it prevails in one or more of its claims. 7. The provisions of this Agreement shall remain in full force and effect beginning as of the Effective Date and shall continue with respect to a Receiving Party for as long as it retains the Confidential Information in its possession and for three (3) years thereafter. A receiving Party shall return or destroy all copies of the Disclosing Party’s Confidential Information to the Disclosing Party within ten (10) days after the Disclosing Party’s request. 8. No Party may assign its rights under this Agreement without the prior written consent of the other Party. This Agreement will be binding upon the successors, heirs and permitted assigns of the Parties. 9. This Agreement expresses the entire agreement between the Parties and supersedes all prior understandings and discussions 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|>th in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. 17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. <|eot_id|> <|start_header_id|>assistant<|end_header_id|>18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpret<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>the Receiving Party may make any disclosure of information contained in the Confidential Information provided to it by the Disclosing Party to which the Disclosing Party gives its prior written consent, and (ii) any information contained in the Confidential Information provided by the Disclosing Party 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 confidential. Each Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives. 4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the other Party, or except as a Party is advised by counsel is required by applicable law, regulation or legal process, neither Party nor any of its Representatives shall (i) disclose to any other person that it has received Confidential Information from the other Party, or (ii) disclose to any person that discussions or negotiations are taking place between the Parties concerning a possible Transaction, including the status of such discussions or negotiations. 5. Return of Confidential Information. Promptly upon the written request of the Disclosing Party, the Receiving Party shall return all copies of the Confidential Information provided by or on behalf of the Disclosing Party to the Disclosing Party, and all other Confidential Information (including, without limitation, all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or extracts, copies and other reproductions thereof or other documents prepared by the Receiving Party or its Representatives that contain or reflec<|eot_id|> <|start_header_id|>assistant<|end_header_id|>t such Confidential Information) shall be destroyed. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain (subject to the terms of this Agreement) copies of the Confidential Information to the extent that such retention is required by applicable law or regulation. 6. Subpoena or Court Order. In the event that a Party or anyone to whom it discloses the Confidential Information provided to it by or on behalf of the Disclosing Party receives a request to disclose all or any part of the Con<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>t should be construed as granting to the Recipient or any of its Representatives any licence or rights in respect of any part of the Evaluation Material. Furthermore, it is acknowledged that the Recipient’s computer system may automatically back-up Evaluation Material disclosed to it under the Agreement. To the extent that such computer back-up procedures create copies of the Evaluation Material, Recipient may retain such copies in its archival or back-up computer storage for the period it normally archives backed-up computer records, which copies shall be subject to the provision of this Agreement until the same are destroyed, and shall not be accessed by Recipient during such period of archival or back-up storage other than as might be required by this Agreement. Notwithstanding the destruction or return of the Evaluation Material, Recipient and its Representatives will continue to be bound by the obligations of confidentially and all other obligations hereunder during the term of this Agreement. 5. Liability and Indemnity: Without limitation and in addition to any other rights the Disclosing Party may have against the Recipient or arising by reason of any breach hereof, the Recipient shall: (a) be liable to the Disclosing Party, for any and all direct losses, costs, damages and expenses whatsoever (including legal, accounting and other professional costs, expenses, fees and disbursements, with legal fees on a solicitor-client basis) which the Disclosing Party may suffer, sustain, pay or incur; and (b) indemnify and hold harmless the Disclosing Party against all actions, proceedings, claims, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Disclosing Party or which it may sustain, pay or incur, resulting or arising, directly or indirectly, from disclosure of any part of the Evaluation Material contrary to the provisions hereof or any other breach of this Agreement by the Recipient or its Representatives. The Recipient acknowledges and agrees that the Disclosing Party is constit<|eot_id|> <|start_header_id|>assistant<|end_header_id|>uted as trustee of its covenants under this paragraph 5 for the benefit of the Disclosing Party’s Representatives and that the Disclosing Party or its Representatives shall be entitled to enforce such covenants on behalf of such persons. 6. Physical Access: Should the Recipient or its Representatives be provided physical access to any facilities of the Disclosing Party, the Recipient hereby waives and shall cause its Representatives to waive any and all claims against the Disclosing party and all of its related parties in respect to a claim for injury or death. Further, the Recipient and its Representatives will indemnify the Disclosing Party and its Representatives for any damage as a result of such access. 7. Compelled Disclosure: Should the Recipient or its Representatives be required by law, securities regulation or policy or be requested by legal process or regulatory authority to disclose any Evaluation Material or any matter referred to herein, the Recipient will provide the Disclosing Party with prompt notice of such requirement or request so that the Disclosing Party may seek an appropriate protection order, or waive compliance with any of the provisions of this Agreement, or both. If, in the absence of either a protective order or a waiver by the Disclosing Party, the Recipient or its Representatives, in the reasonable written opinion of its legal counsel, are required by law, securities regulation or policy to disclose any Evaluation Material or such other matter, the Recipient or its Representatives may, without liability hereunder, disclose that portion, and only that portion, of the Evaluation Material or such other matter that the Recipient or its Representatives are required so to disclose and the Recipient will exercise its reasonable efforts in such event to obtain reliable assurance that the Evaluation Material or such other matter will be accorded confidential treatment. 8. Non-Solicitation: The Recipient will not, and the Recipient will cause its Representatives not to, solicit for hire or employment, directly or indirectly, any officer or employee of the Disclosing Party or its direct and indirect subsidiaries that the Recipient becomes aware of or is in contact with in connection with its evaluation of a Transaction. For the purposes of this clause, “solicitation" shall not include solicitation of any officer or employee of the Disclosing Party or its direct and indirect subsidiaries who is solicited: (i) by advertising in a newspaper or periodical of general circulation; or (ii) indirectly through a personnel search agency engaged by the Recipient generally (not specifically in respect of the Disclosing Party) provided that the Recipient shall not pursue hiring of any officer or employee of the Disclosing Party or its direct and indirect subsidiaries once the Recipient is advised that such person is an officer or employee of the Disclosing Party; provided that this paragraph 8 shall cease to bind the Recipient on the expiry of the Term. 9. No Representation or Warranty: The Recipient understands and acknowledges that neither the Disclosing Party nor its Representatives are making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Material and neither the Disclosing Party nor its Representatives or any of their respective officers, directors, employees or agents will have<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ZES THAT THE UNAUTHORIZED TAKING OF ANY OF THE COMPANY’S TRADE SECRETS IS A CRIME UNDER SECTION 499(C) OF THE CALIFORNIA PENAL CODE, AND IS PUNISHABLE BY IMPRISONMENT IN A STATE PRISON OR IN A COUNTY JAIL FOR A TIME NOT EXCEEDING ONE YEAR, OR BY A FINE NOT EXCEEDING FIVE THOUSAND DOLLARS ($5,000), OR BY BOTH SUCH FINE AND SUCH IMPRISONMENT. CONTRACTOR FURTHER RECOGNIZES THAT SUCH UNAUTHORIZED TAKING OF THE COMPANY’S TRADE SECRETS MAY ALSO RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CIVIL CODE SECTION 3426, ET SEQ., AND THAT A WILLFUL TAKING MAY RESULT IN AN AWARD AGAINST CONTRACTOR FOR THE COMPANY’S ATTORNEYS’ FEES AND TRIPLE THE AMOUNT OF THE COMPANY’S DAMAGES. III. INVENTIONS. A. Disclosure of Inventions. Contractor acknowledges and agree that, pursuant to our work for the Company, Contractor will be in a position which could provide the opportunity for conceiving and/or reducing to practice inventions, improvements, developments, ideas or discoveries, whether patentable or unpatentable (collectively hereinafter referred to as “Inventions”). Accordingly, Contractor agrees to promptly disclose to the Company, in writing, all Inventions conceived or reduced to practice by Contractor while working for the Company either solely or jointly with others, and whether or not during regular working hours. Contractor further agrees to maintain adequate and current written records of such Inventions. B. Company Inventions. The assignment provisions in Paragraph III.C below shall apply only to “Company Inventions” as defined herein. Company Inventions shall mean any Invention that either: 1. relates, at the time of conception or reduction to practice of the Invention, to: a. the Company’s business, projects or products, or to the manufacture or utilization thereof; or b. the actual or demonstrably anticipated research or development of the Company; or 2. results from any work performed directly or indirectly by Contractor for the Company; or 3. results, at least in part, from the use of the Company’s time, materials, fa<|eot_id|> <|start_header_id|>assistant<|end_header_id|>cilities or trade secret information regardless of whether Company equipment is used. C. Assignment of Company Inventions. Contractor hereby assigns, and agree to assign, to the Company all our right, title and interest in and to all Company Inventions. Also, Contractor hereby assigns, and agree to assign, to the Company all Inventions conceived or reduced to practice by Contractor within one year following the termination of our work for the Company (voluntary or otherwise), if the Invention is a result of the Company’s information which was obtained by Contractor during our work for the Company. THIS SECTION C DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870, INCLUDING ANY IDEA OR INVENTION WHICH IS DEVELOPED ENTIRELY ON OUR OWN TIME WITHOUT USING THE COMPANY’S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION, AND WHICH IS NOT RELATED TO THE COMPANY’S BUSINESS (ACTUAL OR DEMONSTRABLY ANTICIPATED), AND WHICH DOES NOT RESULT FROM WORK PERFORMED FOR THE COMPANY. D. Execution of Necessary Documents. Contractor agrees that, upon request and without compensation therefore, but at no expense to Contractor, and whether during the time Contractor is working for the Company, or thereafter, Contractor will do all lawful acts, including the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign Letters Patent, including design patents, on all of such Company Inventions, and for perfecting, affirming, maintaining and recording the Company’s complete ownership and title thereto, and to otherwise cooperate in all proceedings and matters relating thereto. E. Exception. Contractor has listed below all unpatented, but potentially patentable, 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 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|> verification of said Information. Broker makes no representation that the Information is accurate or complete. Buyer hereby expressly releases and discharges Broker from any and all responsibility and/or liability in connection with the accuracy, completeness or any other aspects of the information and accepts sole and final responsibility for the evaluation of the Information and all other factors relating to the Business. Buyer understands and acknowledges that it has been advised to engage attorneys, a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ccountants and other advisors to complete due diligence on the Business offered for sale to verify that the Business is satisfactory. Buyer understands that the future success or failure of the Business is primarily dependent on the Buyer’s knowledge and efforts and is not dependent on the Business’s past volume of business or profitability. 5. The Information is subject to change or withdrawal without notice and the Business is being offered for sale subject to prior sale or the withdrawal of said offering without notice. 6. Buyer will indemnify and hold harmless the Broker and Seller from any and all claims or actions arising from Buyer's acts or failures to act in pursuing the possible purchase of the Business, including, without limitation, reasonable attorney's fees and other expenses incurred by Broker and seller. 7. Buyer will not, for a period of three (3) years from the date hereof, enter into any agreement for the purchase of the Business, in whole or in part, or assist or promote any other party in so doing, unless such agreement to purchase provides for commission to be paid Broker, with the commission being defined as the amount agreed upon by Broker and Seller in the "Business Listing Contract”, “Engagement Agreement” or similar agreement between those parties. If Buyer violates the foregoing provision, Buyer will be liable for and pay any commission that would have been due to Broker by Seller upon demand without any obligation on Broker's part to first exhaust any legal remedies against Seller. 8. Buyer represents that Buyer has sufficient financial resources to complete the transaction for the asking price and terms set forth herein. Buyer agrees to provide, upon request by Broker or Seller, financial statements, credit references and other pertinent information evidencing such financial sufficiency. 9. The performance and construction of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. All sums due hereunder shall be payable at the office of the Broker in Bucks County, Pennsylvania. The parties agree to the exclusive jurisdiction of the state and federal courts in and for Bucks County, Pennsylvania to enforce the terms of this Agreement. Claims for injunctive relief may be filed in any court with appropriate jurisdiction over the matter. All other claims must be arbitrated in accordance with section 11 below. 10. This Agreement shall be binding upon the Buyer, Buyer's heirs, executors, successors, assigns, administrators or representatives. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and this Agreement shall be construed as if such invalid, void or unenforceable provision had not been contained herein. 11. Any controversy between the parties arising out of the terms, obligations, covenants or conditions of this Agreement, shall be arbitrated in Bucks County, Pennsylvania on written request of one (1) party served on the other. Such arbitration shall be under the rules of the American Arbitration Association. The arbitrator shall have no authority to change any provisions of this agreement; the arbitrator’s sole authority shall be to interpret or apply the provisions of this Agreement. The expenses of arbitration conducted pursuant to this paragraph shall be born by the parties in such proportion as the Arbitrator shall decide. 12. The terms and conditions of this Agreement shall also apply to any other business and/or property on which Broker has been retained to represent the owner(s) in the sale thereof and on which Broker or owner(s) has furnished information to Buyer. Further, it shall not be necessary for Buyer to execute any additional agreement(s) to that effect and any terms and conditions of this<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ained in computer memory or data storage apparatus of, under control of or used by Mentor; (e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and (f) warrant in writing to Organiser, within ten (10) days after Organiser’s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4. 7 Notice of Required Disclosure If Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then 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 covenan<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ts 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 agreement 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 by an agreement in writing, signed by both of the parties. The failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement. Mentor is aware that an unauthorised disclosure of the Ideas and of the assessment and development of the Ideas and of any Confidential Information may lead to serious damage to Participants and the Organiser of the Copernicus Accelerator 2017. This Agreement shall be for the benefit of the Participants. The Organiser and the European Commission will use the Mentor´s contact information to inform him/her of all matters related to the Copernicus Accelerator 2017 and of any other issues the Organiser and the European Commission deem relevant and appropriate. The failure or delay on the part of either party to exercise any right under this agreement shall not be deemed a waiver of any rights under this agreement.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>RFP Title: Architectural & Design Team Consultants for Metro Vancouver Office Project RFP Number: 2019RFP-02 NON-DISCLOSURE AGREEMENT This Nondisclosure Agreement (the “Agreement”), effective as of , 2018, is entered into by and between the First Nations Health Authority (“FNHA”) and Company:, located at Address: , (“Company”). WHEREAS, FNHA discloses certain Confidential Information to Company as part of FNHA’s request for proposal number 2019RFP-02. WHEREAS FNHA desires to prevent the unauthorized use and disclosure of its Confidential Information. NOW THEREFORE, in good and adequate consideration, the receipt of which is acknowledged, I, , on behalf of Company, agree as follows: (NAME OF PERSON SIGNING THIS AGREEMENT) 1. Definition. "Confidential Information" means any information identified as confidential by the FNHA that is part of the FNHA’s request for proposal number 2019RFP-02, Architectural & Design Team Consultants for Metro Vancouver Office Project (“RFP”) whether in oral, written electronic or any other form or medium whatsoever, including but not limited to Appendix B of the RFP, questions answered or information disclosed by FNHA related to confidential aspects of the RFP or discussions held related to the RFP. 2. Non-Disclosure. Company will not make copies of, disclose, discuss, publish or disseminate Confidential Information any third person or entity. Company will not use the Confidential Information for any purpose other than responding to the RFP. Company will take reasonable precautions to secure and prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may not at any time directly or indirectly communicate with the media in relation to the Confidential Information or any information with respect to the RFP without first obtaining the written permission of FNHA. Company acknowledges and agrees that nothing contained in this Agreement will be construed as granting it any rights, by license or otherwise, to any Confidential Information. Company further agrees to return Confidential Information to FNHA, if FNHA so directs, or to destroy Confidential Information once the RFP process completes or earlier of FNHA so directs. This Agreement does not preclude discussions of Confidential Information between the undersigned and FNHA staff or with any other persons identified by FNHA as having undertaken this Agreement. This Agreement does not preclude discussions of Confidential Information between the undersigned and other persons , if expressly permitted by staff of FNHA and those discussions are conducted on the terms and conditions that FNHA may direct. 3. Statutory Requirements. It is not the intention of FNHA for the Company to waive solicitor-client privilege or to waive, defeat or negate any privilege or confidence or any other protection provided by la<|eot_id|> <|start_header_id|>assistant<|end_header_id|>w, that applies to the Confidential Information or to the discussions related to it. FNHA acknowledges that any Confidential Information provided may be subject to review pursuant to the provisions of the Freedom of Information and Protection of Privacy Act or any provincial legislation, regulations or policies that may affect such information. 4. Equitable Relief. Company acknowledges that all of the Confidential Information is owned solely by FNHA and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Company agrees that FNHA will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction un<|eot_id|> <|start_header_id|>assistant<|end_header_id|>der which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) Wit<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT (NDA) This Nondisclosure Agreement (the "Agreement") is entered into by and between with its principal offices at , ("Disclosing Party") and , located at ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Inf<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ormation"). 1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. 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 as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's 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. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. 4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose. 6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. 7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties. 8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 9. Notice of Immunity. Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly 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|>Haldex Non-disclosure Agreement May 2015. REG NO: HDX4-51-130 This non-disclosure agreement (the “Agreement”) is entered into by and between , with company registration number , address at and fax number hereinafter referred to as “Haldex”, and , with company registration number , address at and fax number hereinafter referred to as the Supplier. Haldex and Supplier are hereinafter jointly referred to as Parties and individually as Party. 1. Purpose Haldex and the Supplier will evaluate the possibility to enter into an agreement regarding . For this purpose, the Parties need to exchange Confidential Information. 2. Confidential Information 2.1 Confidential Information shall mean: i) all technical, financial and business information disclosed by one Party to the other Party or by another Haldex Group entity to the Supplier including, but not limited to, documents, data, information, prototypes or components relating to devices, methods, materials, apparatus, designs, research, yields and specifications; and ii) information relating to the existence of this Agreement; 2.2 Confidential Information shall not include: i) information which was known by a Party prior to receiving it from the other Party if this can be demonstrated by written record; ii) information which at the time of disclosure is in the public domain or which is published after disclosure or otherwise becomes part of the public domain without breach of this Agreement; iii) information which the Party can show was received from a third party who did not to the best knowledge of the Party receive the information, directly or indirectly, from the other Party under any obligation of confidentiality; iv) information developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party; and v) information which is disclosed due to any requirement under mandatory law. 3. Undertakings of the Parties The Parties undertake: i) to treat all Confidential Information as absolutely secret, private and confidential; ii) to take all steps necessary to preserve such confidentiality and secrecy; iii) to prevent disclosure of any such Confidential Information to any third party; iv) to use the Confidential Information solely for the purpose set out in Section 1; v) to disclose the Confidential Information only to those of its directors, employees and consultants who need the Confidential Information to conduct tasks in relation to the purpose set out in Section 1; vi) to ascertain that each person who receives Confidential Information is made aware of and comply with this Agreement; and vii) to immediately upon request deliver to the other Party all Confidential Information that belong to that Party in any form without retaining any copies thereof, or, at the other Party’s option, certify in writing that all copies of such information have been destroyed. 4. Disclosure under mandatory law If either Party due to mandatory law is forced to disclose information which would otherwise be considered as Confidential Information, the Party shall prior to the disclosure inform the other Party hereof and the Parties shall mutually decide how to minimize the negative consequences thereof. 5. Indemnification The Parties undertake to reimburse,<|eot_id|> <|start_header_id|>assistant<|end_header_id|> indemnify and hold the other Party harmless from any damages, loss or expense incurred by it as a result of either Party violating the terms of this Agreement. 6. No license Nothing in this Agreement shall be deemed to constitute or to imply the granting of any license, immunity or other right under any intellectual property right of either Party, or to provide a commitment of any kind by either Party to enter into further agreements with the other Party. 7. Disputes and Governing Law 7.1 Any and all disputes, controversies and claims arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The place of arbitration including the making of the award shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. 7.2 This Agreement shall be governed by the substantive laws of Sweden. 8. Term and termination 8.1 This Agreement enters into force when signed by both Parties. The initial term of the Agreement is three (3) years. If the Agreement is not terminated by notice six (6) months prior to the end of each term, it shall be extended with twelve (12) months with the same notice period until terminated as aforesaid by any Party. However, all obligations of confidentiality and non-use will survive the termination of this Agreement. 8.2 The obligations under this Agreement shall apply retroactively to any information exchanged prior to the effectiveness of this Agreement. 8.3 Should the Parties enter into an agreement of the type referred in Section 1 the confidentiality provisions in such agreement will prevail over this Agreement. This Agreement has been executed in two (2) identical copies of which the Parties have taken one (1) each. Place: Place: Date: Date: Name of Haldex company Supplier Signature Signature Name (print) Name (print) Title Title DOCUMENT NO. HDX4-51-130 Replaces SCM-0021 LEGAL#1597040V1<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>BILATERAL NON-DISCLOSURE AGREEMENT (“Agreement”) This Agreement is entered into by and between Alliance for Sustainable Energy, LLC (“Alliance”), the Manager and Operator of the National Renewable Energy Laboratory (“NREL”) under Prime Contract No. DE-AC36-08GO28308 (“Prime Contract”) for the U.S. Department of Energy (“DOE”), located at 15013 Denver West Parkway, Golden, CO 80401, and COMPANY NAME (“COMPANY SHORT”), whose place of business is located at COMPANY ADDRESS, which are also referred to herein collectively as the “Parties”, individually as a “Party”, as “Receiving Party” when receiving information under this Agreement, and as “Disclosing Party” when providing information under this Agreement. The effective date (“Effective Date”) of this Agreement is the signature date of the last of the Parties to sign this Agreement. 1. DEFINITIONS AND PURPOSE a. As used herein, “Proprietary Information” means information that (i) embodies trade secrets as defined under 18 U.S.C. § 1839 or (ii) is commercial or financial information that is privileged or confidential under the Freedom of Information Act (5 U.S.C. § 552(b)(4)), and that is developed at private expense outside this Agreement. b. As used herein, “NREL Protected Information” means information generated in the performance of, or pursuant to the performance of, the Prime Contract regardless of form or characteristic, which <|eot_id|> <|start_header_id|>assistant<|end_header_id|>would be Proprietary Information had it been generated by a non-federal entity third party and which can be restricted from dissemination by the Bayh-Dole Act, 35 U.S.C. § 200 et seq., other applicable laws, or DOE rules or regulations. c. As used herein, the “Scope” means: i. pertaining to COMPANY SHORT, information related to PROVIDE A NON-PROPRIETARY DESCRIPTION OF THE INFORMATION TO BE DISCLOSED, E.G., THE SERIAL NUMBER AND TITLE OF A NON-PUBLISHED PATENT APPLICATION, THE IDENTIFYING NUMBER AND TITLE OF AN INVENTION DISCLOSURE, ETC., which COMPANY SHORT considers to be Proprietary Information; ii. pertaining to Alliance, information related to PROVIDE A NON-PROPRIETARY DESCRIPTION OF THE INFORMATION TO BE DISCLOSED, E.G., THE SERIAL NUMBER AND TITLE OF A NON-PUBLISHED PATENT APPLICATION, THE IDENTIFYING NUMBER AND TITLE OF AN INVENTION DISCLOSURE, ETC., which Alliance considers to be NREL Protected Information. d. For a period of DEFINE THE PERIOD OF TIME FOR DISCLOSURE, WHICH MUST BE 1–12 months from the Effective Date (the “Disclosing Period”), Disclosing Party wishes to provide Receiving Party and Receiving Party wishes to obtain access to Proprietary Information and/or NREL Protected Information related to the Scope. The Parties are furnishing such information for the purpose of DESCRIBE THE PURPOSE, I.E., EVALUATION, TESTING, CONSIDERATION OF A POSSIBLE BUSINESS COLLABORATION, ETC. (the “Purpose”). The “Confidentiality Period” for this Agreement is three (3) years from the Effective Date. 2. PROPRIETARY INFORMATION AND NREL PROTECTED INFORMATION a. Disclosing Party will identify and mark its written Proprietary Information or NREL Protected Information disclosed hereunder as “Proprietary Information” or “NREL Protected Information”, as applicable, at the time it is conveyed to Receiving Party. For Proprietary Information or NREL Protected Information first disclosed orally (i.e., information expressed by spoken words) hereunder, Disclosing Party will: (i) identify such information as Proprietary Information or NREL Protected Information, as applicable, at the time it is conveyed to Receiving Party; (ii) reduce such information to writing; and (iii) provide an appropriately identified and marked copy of such writing to Receiving Party within thirty (30) days of such disclosure. b. Receiving Party will treat Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, as confidential and proprietary and will use such information only for the Purpose. Receiving Party will not disclose such information to any third party for the duration of the Confidentiality Period without the prior written approval of Disclosing Party. Notwithstanding the foregoing, Proprietary Information provided to Alliance hereunder is subject to inspection by DOE or its designee upon reasonable notice. Proprietary Information provided to DOE employees is protected against further disclosure under 18 U.S.C. § 1905. c. Receiving Party will provide access to Proprietary Information and NREL Protected Information tha<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>(iii) as the Company may otherwise consent in writing. All such Representatives shall (A) be informed by you of the confidential nature of the Evaluation Material, (B) agree to treat the Evaluation Material in accordance with this letter agreement, and (C) be advised of the terms of this letter agreement and directed to comply with the terms hereof to the same extent as if they were parties to this letter agreement. You agree to be responsible for any breaches of any of the provisions of this letter agreement by any of your Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against your Representatives with respect to such breach). 2. Securities Laws. You hereby acknowledge that you and your Representatives are aware, and will advise your Representatives, that the Evaluation Material may contain material, non-public information about the Company and that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling any securities of the Company while in possession of such information. 3. Transaction Information. You will not, and will direct your Representatives not to, disclose to any person (except (i) to your Representatives who need to know such information for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction and (ii) as the Company may otherwise consent in writing) either the fact that discussions or negotiations are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof or that Evaluation Material has been made available to you (such information, “Transaction Information”); provided, however, that disclosure of Transaction Information pursuant to an External Demand shall be governed by paragraph 4 of this letter agreement; Without limiting the generality of the foregoing, you further agree that you will not share the Evaluation Material with or enter into any agreement, arrangement or understanding, or any discussions which would reasonably be expected to lead to an agreement, arrangement or understanding, with any other person, including other potential bidders and equity or debt financing sources (other than your Representatives as permitted above) regarding a Possible Transaction involving the Company without the prior written consent of the Company and only upon such person executing a confidentiality agreement in favor of the Company with terms and conditions substantially consistent with this letter agreement. 4. Required Disclosure. Notwithstanding anything to the contrary provided in this letter agreement, in the event you or any of your Representatives receive a request or are required by any law, rule, order, decree or regulation (including, without limitation, applicable securities or antitrust laws and applicable stock exchange rules) or any regulatory authority or legal, administrative or judicial process (including, without limitation, or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner) (any such requested or required disclosure, an “External Demand”) to disclose all or any part of the Evaluation Material or the Transaction Information, you or your Representatives, as the case may be, agree, to the extent permissible and reasonably practicable, to (a) promptly notify the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> Company of the existence, terms and circumstances surrounding such External Demand or Permitted Disclosure and (b) assist the Company, at the Company’s request and expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your Representatives, as the case may be, may disclose only that portion of the Evaluation Material or Transaction Information which you or your Representatives are advised by counsel is required to be disclosed and to only those persons to whom you or your Representatives are advised by counsel are required to receive such information, and you or your Representatives shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material or Transaction Information, and (ii) you or your Representatives shall not be liable for such disclosure. 5. Communications and Requests. You agree that unless otherwise agreed to by the Company in writing, (a) all communications regarding the Possible Transaction, (b) requests for additional<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ng party and its Associates do not use or reference any of the disclosing party’s Confidential Information for such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates, provided that such employees or consultants can and do perform their duties without recourse to Confidential Information of the other party and that such party shall not have selected such person to review Confidential Information because that person has an eidetic or other unusually strong memory. The receiving party may use any Residuals (as defined below) for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property right. “Residuals” means information in non-tangible form that is incidentally retained, as general knowledge and experience (and not through intentional memorization in any way), in the unaided memory of the receiving party’s Associates that are natural persons who have had access to the disclosing party’s Confidential Information within the scope of the receiving party’s obligations under this agreement, but who no longer have access to such Confidential Information. The memory of an Associate of the receiving party thereof is unaided if such individual has not intentionally memorized the Confidential Information or retained notes or other aids to such memory. 9. Standstill. The Company agrees that, for a period of nine (9) months from the date of this Agreement (the “Standstill Period”), unless specifically invited in writing by Meru, none of the Company and any of its Affiliates (and any person acting on behalf or in concert with the Company or any of its Affiliates) will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) or any rights decoupled from the underlying securities of the Company that would result in the Company (together with its Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in any securities, or any assets (including any exclusive license of all or a substantial portion of Meru’s intellectual property), inde<|eot_id|> <|start_header_id|>assistant<|end_header_id|>btedness or businesses of Meru or any of its subsidiaries or Affiliates, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, (ii) any tender or exchange offer, merger, consolidation, acquisition or other business combination involving Meru, any of the subsidiaries or Affiliates or assets of Meru or the subsidiaries or Affiliates constituting a significant portio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>loyed by either party who are actively and directly participating in the Stated Purpose) any information about the parties' discussions regarding the Stated Purpose or the terms, conditions or other facts relating thereto including the fact that discussions are taking place with respect thereto or the status thereof, or the fact that the Confidential Information has been made available to either party, except to the extent that such disclosure is required by applicable laws, rules or regulations or government requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order); or (b) use the Confidential Information for any purpose other than the Stated Purpose, without limiting the foregoing, the Recipient shall not trade in the securities of the Disclosing Party while in the possession of Confidential Information relating to the Disclosing Party. 6. At the request of the Disclosing Party, the Recipient shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in whatever medium, including any and all copies thereof. Such return (or, if authorized, destruction of Confidential Information) shall be confirmed in writing by the Recipient to the Disclosing Party. 7. Each party agrees that it would be impossible or inadequate to measure and calculate the other party's damages from any breach of the covenants set forth in this Agreement. Accordingly, the parties agree that if either party breaches or threatens to breach any of such covenants, the non-breaching party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and each party hereby consents to the issuance of such injunction and to the ordering of specific performance. 8. Each party understands and acknowledges that the Disclosing Party is not making any representation or warranty as to the accuracy or completeness of any Confidential Information furnished by or on behalf of the Disclosing Party (except to the extent and only to such effect as shall be expressly set forth in an executed and delivered definitive agreement between the parties to effect the Stated Purpose (the "Definitive Agreement")). Neither the Disclosing Party, its affiliates nor any of their respective officers, directors, employees or agents shall have any liability to the Recipient or any of its Representatives relating to or arising from the use of the Confidential Agreement. 9. Except as set forth in this Agreement, neither PPI nor Company shall have any liability or obligation of any nature whatsoever to the other party, nor any obligation to enter into a Definitive Agreement, negotiate to enter into a Definitive Agreement, or refrain from negotiating similar agreements with other parties. 10. It is further understood and agreed that this Agreement may not be amended except by an instrument signed by the party against whom enforcement is sought. This Agreement shall be governed by<|eot_id|> <|start_header_id|>assistant<|end_header_id|> an interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of law provisions. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of PPI and Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, but all of which together shall con<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose. 5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded. 6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement. 7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement. 8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. 9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, and shall be binding upon the parties hereto in The United States of America and worldwide. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. 10. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other<|eot_id|> <|start_header_id|>assistant<|end_header_id|> remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. DISCLOSER RECIPIENT (M5 Computer Security) Signed: Signed: Name: Name: M5 Systems (Michael McCafferty) Title: Title: President / Security Engineer Date: Date: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Non-Disclosure and Confidentiality Agreement (Data Protection) Background Information Where an organisation or a non-NHS agency or individual is engaged to carry out or support an NHS or public sector function, the appropriate confidentiality and security requirements must be agreed. The standard specified in the agreement should be consistent with the Information Governance standards expected of NHS and other public sector organisations. These are based on the requirements of the Human Rights Act 1998 and ‘common law duty of confidentiality’. The Data Protection Act 1998 reiterates this point and makes it a legal requirement that effective agreements exist where a third party processes data. In addition for support functions that do not directly process data but may become party to it, it is a requirement to keep information confidential. In addition the organisation requires any contracted individual or organisation (in this case LSPs) to respect any commercial confidentiality and intellectual property claimed by the organisation in the provision and handling of documentation and information. Any patient information, particularly their health or treatment details, is highly sensitive. If such information was leaked to the wrong people, it could cause severe embarrassment to the patients concerned, their families and to the organisation. There could be legal action following such a breach of confidentiality. In addition any inappropriate or unauthorised disclosure of commercially sensitive information or unlicensed reuse of intellectual property could be subject to legal action. The Agreement: This agreement relates to requirements of the Data Protection Act 1998, the Human Rights Act 1998, the ‘common law duty o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>f confidentiality’ and the Freedom of Information Act (2000). 1. The following terms apply where an organisation or its staff may gain access to, or have provided to it, personal identifiable information (defined within the terms of the Data Protection Act 1998) when working for, or with the ‘data controller’. It also applies where the contracted third party is privilege to commercially sensitive information, security related information and any intellectual property of the contracting organisation. 2. The access referred to in point 1 above may include: a. Access to or sharing of information held in any electronic format or on paper b. Information that is part of verbal discussions 3. Any information (personal or organisational) will only be used for purposes agreed between the organisations. Information will be retained for a period agreed between the parties and destroyed by an agreed method. Agreed purposes are: To provide communication support in line with Deafness Resource Centre terms and conditions Agreed retention period: upon completion of assignment and invoicing Agreed destruction method: Shredding of paper based information and deletion of electronic information 4. Any work involving access to personal identifiable information will be done by formally authorised staff of the organisation (except as provided in paragraph 5 below). The organisation shall keep a record of all such authorisations. Information containing a unique number (e.g. NHS, NI or organisational) or a combination of items from the following list is “personal identifiable data”: Name, Address, Postcode, Date of Birth, Other Dates (i.e. death, diagnosis), Sex, Ethnic Group or Occupation. 5. All personal identifiable information will be treated as confidential and will not be disclosed to any other persons outside the requirements of the above agreed purpose(s), without agreement of the ‘data controller’. Any organisational information marked as ‘commercial’ or ‘sensitive’ or by implication of the subject could prejudice the commercial interests of either party will be treated as confidential. 6. A DRC email account to be used to send and receive personally identifiable data. 7. Where the activities performed by the contractor (in this case LSP) do not require them to process information but they may become party to it by overseeing or overhearing, they will be required to keep such information confidential. 8. Any breach of the terms of this agreement may result in termination of arrangements (including formal contracts) and legal action may be taken. 9. The organisation (in this case LSP) is responsible for ensuring their staff/sub-contractors adhere to the terms of this agreement. Declaration I agree to the above terms and conditions (Recipient) Signed: Print Name: Company Name (if applicable): Date: Representative of the ‘data controller’ (Disclosing party) Signed: Print Name: Organisation: Deafness Resource Centre Ltd Date: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>of <Vendor Name Here>, and, in the case of Company, to the General Counsel of Company, of such receipt, providing the party with a reasonable opportunity to intervene in the proceeding before the time that the other party is required to comply with such subpoena or other process. If such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provision of this Confidentiality Agreement, the receiving party shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. Notwithstanding anything otherwise set forth herein, <Vendor Name Here> or Company may disclose Confidential Information: a) to the extent revealed to a government agency with regulatory or oversight jurisdiction over Company; or b) in the course of fulfilling any of <Vendor Name Here> regulatory responsibilities, including responsibilities under the Securities Exchange Act of 1934 (Act) or other applicable law. In either case, <Vendor Name Here> or Company shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. 9. Each party acknowledges that the other, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this Confidentiality Agreement in that monetary damages would be inadequate to compensate for such a breach, and that in the event of any material breach or threatened material breach by a party receiving Confidential Information from the other party of any such provisions, a party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained by it. Moreover, any such award of relief to the discloser of such Confidential Information shall include recovery of all actual and reasonable costs associated with enforcement of this Agreement including, without limitation, attorneys’ fees. 10. The Effective Date of this Confidentiality Agreement shall be the date it is signed by both parties and it shall terminate upon the earlier of (i) thirty (30) days written notice of either party, or (ii) three (3) years after the effective date. 11. The representations and obligations of each party relative to the Confidential Information shall survive the expiration or termination of this Confidentiality Agreement for a period 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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|><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 <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>the Confidential Information supplied under this Agreement. Further, the Parties acknowledge hereby that only those representations and warranties made by the Parties in a definitive, written agreement shall have any force or effect. 9. Remedies. Recipient acknowledges and agrees that in the event of any breach of this Agreement, the Disclosing Party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that Disclosing Party, in addition to any other remedy to which it may be entitled in law or equity, shall be entitled to injunctive relief to prevent breaches of this Agreement, and to compel specific performance of this Agreement, without the need for proof of actual damages. 10. No Relationship. This Agreement does not create any agency or partnership relationship. 11. Waiver. In no event shall either Party be liable to the other for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this Agreement. 12. Entire Agreement. This Agreement embodies the entire understanding between the Parties pertaining to the subject matter hereof. Any additions or modifications to this Agreement must be made in writing and must be signed by both Parties. 13. Jurisdiction. This Agreement is made under, and shall be construed according to, the substantive laws of the State of California, without regard to the conflict of laws provisions. If any provisions of this Agreement shall be held by a court of competent juris<|eot_id|> <|start_header_id|>assistant<|end_header_id|>diction to be invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and effect. 14. No Binding Commitment. Nothing contained in this Agreement or in any discussions undertaken, or disclosures made pursuant hereto shall: (a) be interpreted or relied upon, directly or indirectly, by either Part as a commitment or intent to engage in a business relationship, contract, or future dealings with the other Party; and (b) prevent either Party from entering into similar discussions with unrelated third parties so long as such discussions do not violate the terms and conditions imposed by this Agreement. IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have executed this Agreement as of the date set forth above. City of Anaheim, a municipal California [Insert Respondent Name], a [Insert Entity Type] corporation By: By: Dukku Lee Public Utilities General Manger Printed Name: Title: APPROVED AS TO FORM CITY ATTORNEY’S OFFICE By: Alison M. Kott Assistant City Attorney 120939/95500.4<|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|>or its affiliate(s)) and Allied World of a definitive agreement to effect the Possible Transaction and (c) a Fundamental Change Event (as defined below) with respect to the other party, directly or indirectly, unless requested in writing (or by email) by the other party’s chief executive officer, chairman or board of directors: (i) acquire (or agree, offer, seek or propose to acquire, in each case, publicly or privately), by purchase, tender offer, exchange offer, agreement or business amalgamation or combination or in any other manner, any ownership, including beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of any material assets or businesses or any securities of the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from any third party); (ii) publicly or privately offer to enter into, or publicly or privately propose, any merger, business combination, amalgamation, recapitalization, restructuring or other extraordinary transaction with the other party or any of its subsidiaries; (iii) initiate any stockholder proposal or the convening of a stockholders’ meeting of or involving the other party or any of its subsidiaries; (iv) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange Act) or consents to vote with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the other party or any securities convertible into or exchangeable or exercisable for such capital stock; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the other party or any of its subsidiaries; (vi) make any public disclosure, or take any action that could reasonably be expected to require the other party to make a public disclosure, with respect to any of the matters set forth in this Agreement or (vii) assist, advise, act in concert or participate with or encourage others to, including as part of a “group” within the meaning of Section 13(d)(<|eot_id|> <|start_header_id|>assistant<|end_header_id|>3) of the Exchange Act, any of the foregoing; provided, however, that nothing in this Agreement shall prohibit a party from making a non-public proposal to the other party with respect to any transaction of the type described in clause (ii) of this Paragraph 3, so long as such proposal is not knowingly made by such party in a manner that would require the public disclosure thereof by either party. A “Fundamental Change Event” means a party has after the date of this Agreement entered into a definitive written agreement with a third party providing for (i) any acquisition of a majority of the voting securities of such party by any person or group, (ii) any acquisition of a majority of the consolidated assets of such party and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination, amalgamation or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of such party or the surviving parent entity in such transaction). 4. Non-Solicit. In consideration of being furnished the Proprietary Information by the other party, each party agrees that, for a period of twelve (12) months from the date of this Agreement, such party and its Restricted Affiliates shall not employ or solicit to employ any of the current officers or employees of the other party or its subsidiaries with whom such party or its Representatives has had contact in connection with the evaluation of the Possible Transaction or who were specifically identified to such party during the period of investigation of the other party pursuant to this Agreement, without obtaining the prior written consent of the other party. The use of an independent employment agency or employee search firm (so long as it is not directed by such party to solicit employees of the other party or its subsidiaries) or newspaper, trade publication or online job advertising and the hiring as a r<|eot_id|>

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

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> including without limitation, this Section 5, is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 6. MISCELLANEOUS. (a) Notices. All notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to the parties at the following addresses or such other addresses as any party may designate in writing to the other parties: If to Phoenix Footwear or PFG Acquisition: 5759 Fleet Street, Suite 220 Carlsbad, California 92008 Attention: President and Chief Executive Officer with a copy (which shall not constitute notice) to: Gordon E. Forth, Esq. Woods Oviatt Gilman LLP 700 Crossroads Building 2 State Street Rochester, New York 14614 If to Principal: 101 Sourdough Ridge Road Bozeman, Montana 59715 (b) Governing Law. This Agreement shall be deemed to made in and in all respects shall be interpreted, construed, and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof. (c) Amendments. This Agreement may be amended, supplemented, or modified only in writing, duly executed by all of the parties hereto. (d) Non-waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right shall not constitute a waiver of that or any other right. (e) Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. (f) Entire Agreement. This Agreement, together with the Employment and Consulting Agreement, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations, and warranties both written and oral, among the parties, with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or anyone acting on behalf of any party which are not embodied herein. (g) Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. (h) Binding Effect. Principal may not assign any of his rights or delegate an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>y of his duties or obligations under this Agreement. The rights and obligations of Acquisition Sub and Company under this Agreement shall be binding upon and inure to the benefit of their respective successors and assigns. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the parties hereto as of the date first written above. PHOENIX FOOTWEAR GROUP, INC. By: /s/ James Riedman ---------------------------------------- Name: James Riedman Title: President and Chief Executive Officer PFG ACQUISITION, INC. By: /s/ James Riedman ---------------------------------------- Name: James Riedman Title: President and Chief Executive Officer /s/ Harrison S. Trask -------------------------------------------- Harrison S. Trask -7-<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tial information. DAMAGES DUE TO DISCLOSURE Disclosure of these materials, whether willingly, by default, negligence or failure to comply with the organizational orders by the Owner or an authorized agent thereof may give the right of redress to the Owner. The Recipient understands that further legal remedies may be taken against him/her because of any harm or loss suffered by the Owner of the confidential information because of the disclosure. NON-SOLICITATION AND NON-COMPETITION In consideration of the experience, know-how, training and other vital organizational or market knowledge, which is to be acquired through working for the Owner, the Employee hereby promises that he/she will NOT, either during the employment or for a period of time of (insert number of years – usually up to two years) consecutive years (months) after termination of employment, directly or indirectly, for the sake of the Employee or for any third party, accept employment or in any other way, directly or indirectly, engage in business activities which are of direct competi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tion to the Owner. In this period, the Recipient further promises NOT TO solicit any current or potential customer of the Owner identified in the duration of the employment with the Owner, or otherwise divert, or attempt to do so, any business from the Owner. The relevant geographical area to which this provision is applicable is the regular place in which the Owner solicits and conducts business, and/or any area to which, as far as the Recipient’s knowledge is, the Owner has plans of future expansion, investment and establishment of another business, which is tied to this business. Both parties are compliant that the time and territorial scope of this Subsection is reasonable, and proportionate with the specifications of the duties the Employee is obliged to conduct, as regulated in this Agreement, and that the restrictions are further reasonable given the Recipient’s access to the Owner’s experience, training programmers, organizational or market knowledge, know-how and insider information which is to be acquired during the employment. If a court of law under the applicable jurisdiction this Agreement is to be revised under deems this subsection unreasonable, it is to be changed by either a constructive judgment or operation of law, in order to ensure the maximal protection of the Owner’s rights and interests. The Recipient hereby agrees that in case of judicial interpretation of this clause, the Owner’s interest are to be protected in the full extent on this issue, as permitted by applicable law. In the event of non-compliance, default or breach of this provision, the Recipient agrees to penalties (if the damage can be determined) or discretional legal claims (if the damage is undeterminable) under the “Damages’ subsection of this Agreement. LIMITATION OF WARRANTY The Recipient is aware that the information is provided „as is“. The OWNER DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE FURTHER LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner neither represents or warrants that any product, busines plans or any other information relating to the Business will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information is to be solely at the Recipient’s own risk. LICENSING PROVISIONS. The recipient shall not acquire any intellectual property rights under this Agreement, except the right to limited used of information as set forth and specified above. The Recipient acknowledges and understands that, as between the Owner and the Recipient, the informaiton and all related intellectual property rights are, and shall, at all times, be, the property of the Owner, even if suggestions, comments, or ideas made by the Recipient are incorporated into the confidential information or related materials during the validity of this Agreement. INDEMNIFICATION The parties agree to defend, indemnify and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, cost and expenses, including reasonable attorney’s fees, costs and expenses resulting from 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|>ve ownership of the Disclosing Party. Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall be construed as granting to the Receiving Party, either expressly, by implication, estoppel or otherwise, any licence to use or exploit any Confidential Information other than is expressly permitted hereunder. Further, the Disclosing Party makes no representation or warranty, express or implied, as to the completeness, fairness or accuracy of the Confidential Information. 11. Validity. The Parties agree that the obligations of the Receiving Party under this Agreement shall survive and continue to be in force notwithstanding the termination of this Agreement or the conclusion of any contractual arrangement between the Parties in relation to the Purpose, until such time as the Confidential Information shall come into public domain other than through a breach of the terms of this Agreement, so that the obligations of confidentiality herein no longer apply. 12. Governing Law. The Agreement herein shall be governed by the laws of Singapore, and the Parties submit to the non-exclusive jurisdiction of the courts of Singapore. 13. No Implied Obligations. Neither this Agreement herein, nor the disclosure of any Confidential Information, shall imply any promise or confirm any intention to enter into any contract or other business relationship, or to purchase any product(s) or service(s), by either of the Parties or any of their affiliated companies, or any commitment by either of the Parties or their affiliated companies with respect to the present or future development, production, or distribution of any product(s) or service(s). Nothing in this Agreement herein shall be construed to refrain either Party from pursuing i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ts business even if this involves or has the effect of competing with the other Party. 14. Entire Agreement. This Agreement herein constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement herein, and supersedes any and all prior or contemporaneous oral or written representations relating thereto. 15. General Provisions. 15.1 Any notices required by this Agreement herein shall be in writing and shall be given by hand or sent by first class mail to the applicable address noted in the initial paragraph. 15.2 If any term or provision of this Agreement herein shall be held illegal or unenforceable, it is to that extent omitted and the validity or enforceability of the remainder of this Agreement herein shall not be affected. 15<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ons 13.2 or 13.3, below. 12.2 TERMINATION FOR DEFAULT. Termination for Default. Either Party may terminate this Agreement immediately upon notice to the other Party, in the event of: 12.2.1 material breach or non-compliance by the other Party of some obligation, undertaking, representation, warranty or payment contained in this Agreement, if such default is not remedied within thirty (30) days of receipt of written notice to that effect; 12.2.2 the other Party becoming bankrupt or insolvent, going into receivership, making an assignment of its assets to the benefit of its creditors, taking advantage of any statute which may be in force in relation to bankruptcy or insolvent debtors, or ceasing to conduct business in the normal course. 12.2.3 default on the part of the other Party caused by a force majeure, where such default lasts for more than six (6) months. 12.3 TERMINATION BY MCGILL. McGill shall also be able to terminate this Agreement, in its own discretion and without penalty or compensation to Sponsor, in the event that the Academic Supervisor leaves the employment of McGill, becomes permanently disabled or passes away. In such a case, the Parties will attempt in good faith to identify another Academic Supervisor at McGill. Should they be unable to find a mutually acceptable replacement, McGill shall be able to terminate this Agreement under this section. McGill shall also be able to terminate this Agreement pursuant to section 6.3. 12.4 EFFECT OF TERMINATION. Upon receipt by either Party of a notice of termination under this section 13 or expiry of the delay within which default may be cured under section 13.2.1, McGill will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that McGill shall have the right to disburse any sum of money committed at the time of termination. Sponsor shall pay to McGill all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 13.2.1, and shall pay for all costs and fees related to the termination of the Agreement. 13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible. 14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of the terms except as specifically set forth herein. 15. ASSIGNMENT: This Agreement shall not be assignable or transferable and shall enure to the benefit of and be binding upon the Parties hereto. 16. RELATIONSHIP OF THE PARTIES: During the course of the Project, the Intern remains a student/PDF of McGill. Moreover the Intern is not an employee, agent or representative of McGill. The Intern does not become an employee of the Sponsor and will not sign any agreements with the Sponsor. Nothing in this Agreement shall make one Party the partner of another Party<|eot_id|> <|start_header_id|>assistant<|end_header_id|> nor constitute one Party the agent or legal representative of another Party, or create any fiduciary relationship between them. 17. PUBLICITY: The Sponsor will not use or permit others to use the name of McGill, the Academic Supervisor or the Intern, or refer to their participation in the Project for commercial purpose without the written consent of McGill and the Intern. 18. DISPUTE RESOLUTION: 18.1 Cooperation. Each Party to this Agreement agrees to cooperate with the other to ensure that each may enjoy all rights conferred under such Agreement. 18.2 Mediation. The parties shall attempt to resolve any dispute, controversies, and claims with respect to this Agreement amicably through good faith negotiations. In the event that the Parties fail to resolve their differences, the matter shall be first submitted to a mutually acceptable mediator, qualified by education and experience to review the matter. The Parties shall be responsible for their own costs and shall share the fees and expenses of the mediator. 18.3 Arbitration. Should the mediation process fail to resolve the dispute to the satisfaction of both Parties within thirty (30) days of the appointment of the mediator, the Parties shall submit their dispute to arbitration in front of a single arbitrator and in accordance with the provisions of articles 940 and following of the Code de procédure civile du Québec. The award and determination of the arbitrator shall be final and binding upon the Parties. Each Party to the arbitration shall pay its own costs, including the expenses and fees generated by the legal representation at arbitration. 19. SURVIVAL: Notwithstanding the foregoing, the provisions of Section 3.2 (the academic and research license); Section 3.4 (Publication); Section 4 (Indemnification); Section 7 (Non-Disclosure); and Section 11 (Warranties) and will survive the end or other termination of the Project. 20. RESPONSIBILITIES OF PARTIES: No Party or Project participant will be responsible to the others for non-performance or delay in performance occasioned by any cause beyond its control, including, without limitation, acts or omissions of the other party, acts of civil or military authority, strikes, lockouts, embargoes, insurrections or Acts of God. If any such delay occurs, any applicable time period shall be automatically extended for a period equal to the time lost provided that the party affected gives the other party prompt notice of such delay and makes reasonable efforts to correct the reason for the delay. For greater certainty, the unavailability of the Intern or the Intern’s failure to fulfill his or her obligations pursuant to the Project are matters beyond the control of McGill. In the event this occurs, the Sponsor may elect to terminate the Project but shall have no recourse or remedy against McGill or the Academic Supervisor. 21. NOTICES: Any demand, notice or other communication to be given in connection with this Agreement 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|>as may be designated from time to time by the relevant party, and which shall initially be as set forth in the Schedule. Any notice sent by mail shall be de<|eot_id|> <|start_header_id|>assistant<|end_header_id|>emed to have been given fourteen (14) days after the date on which it is mailed. 9.4 ASSIGNEMNT. The parties may not assign or transfer this agreement or any of its rights, duties or obligations hereunder and this agreement may not be involuntarily assigned by operation of law without the prior written consent of each party. 9.5 EXCUSED NONPERFORMANCE. Neither SCAM nor ANUBIS shall be deemed to be in default or for in breach of any provision of this agreement as a result of any delay, failure in performances, or interruption of service resulting directly or indirectly from acts of God, acts of civil or military authority, civil disobedience, war, strikes or other labor disputes, fires, transportation contingencies, laws, regulations, acts or orders of any government agency or any government official, or any other occurrence beyond the reasonable control of either party. It is expressly understood, however, that the obligations of either party to perform under the terms of this agreement shall continue after the passing of, or normalization of, any of the eventualities described above, provided that the occurrence of any such eventuality shall in no event extend the term of this agreement. In witness whereof, the parties hereof have caused this agreement to be executed in duplicate for each party retaining one. \s\ xxxxx<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>(1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, of<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ficers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is effective as of the 31st day of July, 2003, by and between Solomon Technologies, Inc. ("STI") and Pinetree (Barbados) Inc. ("Pinetree"). EXPLANATION Pinetree filed a lawsuit against STI on December 20, 2002 in United States District Court for the Southern District of Maryland (later moved to the United States District Court for Northern District of Maryland), captioned as Civil Case No. 8:02-cv-04141 (the "Lawsuit"), in which Pinetree sought, among other things, payment of the outstanding balance under two Unsecured Convertible Promissory Notes issued by STI to Pinetree, dated January 19, 2001 and June 18, 2001, respectively. Since the date of the Lawsuit, the parties have been engaged in settlement discussions. Pursuant to the terms and conditions of this Agreement, STI may wish to provide certain proprietary information to Pinetree in furtherance of those settlement discussions. STI may also provide information to Pinetree in accordance with the terms of a Memorandum of Understanding and other settlement documents between the parties dated as of, or about, the date of this Agreement (collectively, the "SETTLEMENT DOCUMENTS") AGREEMENT In consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the adequacy of which is mutually acknowledged, the parties agree under seal as follows: 1. DEFINITION OF PROPRIETARY INFORMATION. As used in this Agreement, the term "Proprietary Information" means any confidential, non-public or proprietary information, technology or documentation, including without limitation, drawings, designs, business plans and proposals, ideas and prototypes that may be disclosed by STI to Pinetree, whether such is of a technical, commercial, organizational, scientific, financial or business nature. 2. TERM OF DUTY NOT TO DISCLOSE. Unless a particular portion of Proprietary Information becomes nonproprietary as provided in Section 4(a) hereof, or unless otherwise authorized in a written agreement signed by an authorized officer of STI, Pinetree has a duty to protect each particular portion of Proprietary Information in for a period of five (5) years from the date of this Agreement, provided that Proprietary Information which constitutes a trade secret under applicable law shall be protected as long as the Proprietary Information qualifies as a trade secret under Maryland law. 3. USE RESTRICTIONS. a. SOLE PURPOSE. Pinetree may use the Proprietary Information solely for the purpose of evaluating the settlement discussions, or to evaluate such information in connection with STI's performance under any settlement documents which the parties may execute. Unless otherwise expressly authorized to the contrary by STI in a prior signed writing, Pinetree shall not, either directly or indirectly: (a) use, apply, reveal, report, publish or otherwise disclose any of the Proprietary Information to, or for the benefit of, Pinetree or any third party; (b) use or incorporate any of the Proprietary Information in any products or services; or (c) assist, act as an agent for, or act as an advisor or consultant to, any person or entity for the purpose of developing, marketing or selling any product or service that incorporates any of the Proprietary Information. Without limiting the foregoing, Pinetree may use the names of investors provided by STI under the terms of the <|eot_id|> <|start_header_id|>assistant<|end_header_id|>Settlement Documents solely for the purpose of making an internal decision about whether to convert the Convert Indebtedness then outstanding under the terms of the Convertible Promissory Note between the parties dated as of, or about, the date of this Agreement, and agrees not to contact those investors. b. DEGREE OF CARE. Pinetree must protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that Pinetree uses with respect to information of its own of a similar, highly valuable nature, and Pinetree must, at minimum, use at least reasonable care. c. DUPLICATION. Pinetree shall not copy, duplicate, replicate, decompile or reverse engineer in any manner whatsoever (whether physically, electronically, in writing or otherwise), in whole or in part, any part of the Proprietary Information without the prior written consent of STI, which consent shall be in STI's sole and absolute discretion, and will immediately notify STI in writing of any unauthorized disclosure of the Proprietary Information. At any time upon STI's request, Pinetree shall promptly redeliver to STI, or destroy at STI's direction, all written material in any media or format whatsoever containing, reflecting or in any way derived from the Proprietary Information (including notes, summaries, copies, extracts or other reproductions, in whole or in part), regardless of whether the material was prepared by STI or on STI's behalf. The redelivery or destruction of the Proprietary Information shall be certified by Pinetree in writing to STI, and shall not in any way relieve Pinetree of its obligation of confidentiality. 4. EXCEPTIONS. a. GENERAL EXCEPTIONS. The disclosure and use restrictions imposed in this Agreement do not apply to Proprietary Material that: (a) Pinetree can show by documentary evidence was already in Pinetr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ons, 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, 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 "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 <|eot_id|> <|start_header_id|>assistant<|end_header_id|>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 relation to the business and or the property described herein. SIGNED………………………………………………. PRINT NAME……………………………………………….. POSITION………………………………………….. (Companies Only) 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|>competitive advantage if the Restricted Party were allowed to engage in the competitive activities prohibited by this Agreement in light of the Confidential Information and/or goodwill that the Restricted Party has acquired, and (vii) the provisions of this Agreement are reasonable and necessary to protect and preserve the Alliqua Entities’ interests in and right to use and operate the Company’s business from and after Closing. 4. Non-Disclosure. The Restricted Party agrees not to dispute, contest, or deny any ownership rights of the Alliqua Entities of the Confidential Information or the Company Intellectual Property. The Restricted Party agrees to preserve and protect the confidentiality of all Confidential Information. The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party’s own account any Confidential Information. The Restricted Party shall hold all Confidential Information in the strictest<|eot_id|> <|start_header_id|>assistant<|end_header_id|> confidence, and take all commercially reasonable precautions to prevent its inadvertent disclosure to any unauthorized person. The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as soon as practicable, so that the Alliqua Entities, at their sole expense, may seek a protective order or other appropriate remedy. 5. Non-Competition and Non-Solicitation. In exchange for the consideration contemplated under the Contribution and Merger Agreement and the consummation of the other transactions contemplated by the Contribution and Merger Agreement: (a) During the Restricted Period, the Restricted Party shall not, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownershi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> with respect thereto (including the status thereof) shall also be considered Confidential Information that is subject to the provisions of this Agreement. II. PROTECTION OF CONFIDENTIAL INFORMATION - Both parties understand and acknowledge that the Confidential Information has been developed or obtained by stated parties by investment of significant time, effort and exposure, and that the confidential information is a valuable, special and unique asset of stated parties which provides each with a significant competitive advantage. Therefore, stated parties agree to hold in confidence and not to disclose the Confidential Information to any person or entity without the prior written consent of each Party. No copying: Both further agree that they will not copy or modify any Confidential Information without the prior written consent of stated parties. No contact: both further agree that they will not directly contact any listed source of Con<|eot_id|> <|start_header_id|>assistant<|end_header_id|>fidential Information without the prior written consent of respective parties. III. NON-CIRCUMVENT - The Parties, hereby irrevocably agree, and guarantee each other they shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate each other's interest, or the interest or relationship between the Parties with other haulers, trucking companies, contractors on project, future contractors on project, carriers, prime contractors, sub-contractors, producers, sellers, buyers, brokers, dealers, , government departments, distributors, financial inst<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nalysis or data base containing, based on, or derived from the Confidential Information without the express written consent of UNIVERSITY and in full compliance with applicable state and federal privacy laws. VENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, or its personnel, for any notifications to affected persons (after prompt consultation with UNIVERSITY), and to the extent requested by UNIVERSITY, administratively responsible for such notification. 3. Disclosure Sought Under Legal Process. VENDOR shall immediately notify UNIVERSITY in writing of any subpoena, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 4. Return of Materials. Upon request of UNIVERSITY at any time VENDOR shall return all or such part of the Confidential Information as UNIVERSITY may designate to be returned. In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. 5. Loss of Access. VENDOR’S disclosure of Confidential Information to third parties without UNIVERSITY’S authorization, or VENDOR’S failure to return or destroy Confidential Information per Provision 4, above may result in the UNIVERSITY or the U.S. Department of Education denying VENDOR access to Confidential Information for a period of at least five years. 6. Immediate Notice. VENDOR shall give UNIVERSITY immediate notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR, or its employees, agents, contractors, or subcontractors of their obligations under this Agreement, upon learning of same. 7. Appropriate Forum. VENDOR and UNIVERSITY agree that this Agreement is entered into in the State of Arkansas and that the legal forums located in the State of Arkansas are the appropriate forums in the event any party seeks legal action or injunctive relief under this Agreement. Both parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas. 8. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>arties. 9. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 10. Entire Agreement Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and UNIVERSITY. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform. 11. Original Copy. Signed originals of this agreement will be kept on file in the Office of the Information Technology, Arkansas State University, Jonesboro, Arkansas. Copy of signed originals will be provided to VENDOR. IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives. VENDOR Signature:Date: PrintName:Title: ARKANSAS STATE UNIVERSITY-JONESBORO Signature:Date: PrintName:Title:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>erning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day <|eot_id|> <|start_header_id|>assistant<|end_header_id|>of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee. e. For the avoidance of doubt, nothing in this Non-Disclosure Agreement shall prevent an Individual Member from supplying Data and/or Studies in its possession or control to a Governmental Authority where required to do so by law or regulation and where refusing to do so would require the Individual Member to violate that law or regulation and subject the Individual Member to fines or other sanction by the Governmental Authority. 4. Exceptions to Non-Disclosure The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; e. is approved for release by the Consortium Committee in compliance with Article 119 of REACH on electronic public access with the decision for submission of a Registration Dossier; f. is approved for <|eot_id|> <|start_header_id|>assistant<|end_header_id|>release by written authorisation of the Steering Committee or the IMOA Executive Committee; or g. is publicly disclosed in accordance with the provisions of Section 15 of the Consortium Agreement. 5. Term This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. 6. No Licence Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. 7. Indemnity The Receiving Party acknowledges and agrees that any breach of this Agreement would cause immediate and irreparable injury to the Consortium and its Members. Should the Receiving Party violate any of the terms and conditions of this Agreement, the Consortium Members shall be entitled, in addition to any other remedies that maybe available, in law, in equity or otherwise, to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. In addition, in case of violation of this Agreement, the Receiving Party may be expelled from the Consortium in accordance with the conditions provided in Section 4 of the Consortium Agreement. 8. Waiver No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof,<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT Agreement effective between MARIPOSA LABS LLC, an Idaho corporation (“ MARIPOSA”) and (“Company”). 1. BACKGROUND MARIPOSA is a manufacturer located in Garden City, Idaho and manufactures a wide range of personal care products. The Company has requested that MARIPOSA exchange confidential information in connection with product formulation, which may or may not lead to manufacturing of said product. The purpose of this Agreement is to detail the rights of the parties with respect to confidential information that may be provided between the parties. 2. CONFIDENTIALITY 2.1 Definition of Confidentiality Information. “Confidential Information” shall mean the formulas and related information supplied to MARIPOSA by the Company but only to the extent that: (a) Such information is maintained as confidential by the Company, and; (b) Marked or otherwise identified as confidential when disclosed to MARIPOSA. Information that is not marked or otherwise identified as confidential at the time of disclosure to MARIPOSA shall be treated as Confidential Information if it is identified as confidential in a written document received by MARIPOSA within thirty (30) days after initial disclosure. 2.2 Restricted Use. Confidential Information provided by the Company in accordance with this Agreement is for MARIPOSA’s use in the manufacture of the Company’s products only. MARIPOSA shall not disclose any of the Confidential Information other than as reasonably necessary to accomplish these purposes. Notwithstanding the preceding, the Company understands and agrees as follows: (a) MARIPOSA shall have the right to disclose Confidential Information to the extent required by applicable law or regulation; (b) MARIPOSA’s nonuse and nondisclosure obligations above shall not apply to such Confidential Information as: (1) was publicly known prior to disclosure by the Company of such information to MARIPOSA; (2) became publicly known, without fault on the part of MARIPOSA, subsequent to disclosure by the Company of such information to MARIPOSA; (3) was received by MARIPOSA at any time from a source, other than the Company, lawfully having possession of the right to disclose such information; or (4) was otherwise known by MARIPOSA prior to disclosure by the Company to MARIPOSA of such information; (c) The product formulas used for the Company products may be similar to formulas used by other manufacturers, and it is unlikely that any such formulas would qualify for patent or other intellectual property protection; (d) MARIPOSA may manufacture and sell products that use fo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>rmulas that are similar to (but not identical with) formulas used for the Company products. In this regard, a formula shall not be considered identical if the chemical components of the formula vary in any respect. 3. GENERAL PROVISIONS 3.1 Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue. 3.2 Time of the Essence. Time is of the essence with respect to the obligations to be performed under this Agreement. 3.3 Successors and Assigns. Subject to any express provisions in this Agreement regarding restrictions on transfers or assignments, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and personal representatives. 4. SIGNATURES MARIPOSA LABS LLC Dated: By: Milt Gillespie, President COMPANY Dated: By: (Authorized Signature) <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>"Representative" means, in relation to a party, that party's employees, agents, accountants and lawyers. The Recipient may disclose all or part of the Discloser's Confidential Information to a Representative who needs to know that particu<|eot_id|> <|start_header_id|>assistant<|end_header_id|>lar Confidential Information for the Purpose provided that, in relation to each Representative to whom the Discloser's Confidential Information is to be disclosed, the Recipient prior to disclosure: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>iation loi 1901) relating to the contract of association, domiciled at 33-43 avenue du Président Wilson, 75116 Paris, France, acting on behalf of its working body, the International Court of Arbitration (the “ICC Court”), and (tick the box/es related to your role on the Nominations Commission and add your name) .............................................................................: ICC Court member .............................................................................: Member of National Committee Nominations Commission .............................................................................: Contact Person (paragraph 18 of the Note to National Committees and Groups of ICC on the Proposal of Arbitrators) ..............................................................................: Other person affiliated or employed by a National Committee (but not the Contact Person) hereinafter referred to as “Party” or “Parties” respectively. Whereas the work of the ICC Court, including the work of the offices of its Secretariat, is of a confidential nature which must be respected by everyone who participates in that work in whatever capacity, in particular by ICC Court members and individuals involved in the selection and proposal of arbitrators to the ICC Court within an ICC National Committee or Group (the “Members”); Whereas the ICC Court wishes to ensure that the information, which may become known to Members while performing their function in the course of their term of office as member of the ICC Court or when in charge of selecting or proposing arbitrators to the ICC Court within an I<|eot_id|> <|start_header_id|>assistant<|end_header_id|>CC National Committee or Group, is used in compliance with the ICC Arbitration Rules and their Appendices and protected from any disclosure; Whereas the Parties are aware of their obligation to preserve confidentiality, trade secret, and privacy of information and data that may be brought to their attention in the course of their term of office; Whereas the Members acknowledge that any breach of their obligation mentioned hereto would be detrimental to ICC, its management and staff, the ICC Court and the reputation of ICC arbitration thus leaving no option to ICC but to take all appropriate action to remedy this breach; The Parties enter into the following agreement (“Agreement”): Article 1 – Definition of Confidential and Proprietary Information “Confidential Information” means any information or data, or both, communicated by or on behalf of the ICC Court to the Member,<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>AS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense. NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Consideration/At-Will Employment. a. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee’s existing employment status. b. In consideration of Employee’s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee’s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice. Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee’s employee-at-will status. 2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization. 3. Definitions of Key Terms. a. “Banking and Financial Services” shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services. b. “Confidential Information” shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, <|eot_id|> <|start_header_id|>assistant<|end_header_id|>sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes 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 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|>ght therein are created by this Agreement. 4. In the event that a Party or anyone to whom a Party supplied Proprietary Information receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a government body, that Party shall immediately notify the other Party of the existence, terms and circumstances surrounding such a request, consult with the other Party on the advisability of taking legally available steps to resist or remove such request, and if disclosure of such information is required, the Party will (a) furnish only that portion of the Proprietary Information which in its reasonable opinion, based upon advice of counsel, it is legally compelled to disclose, and (b) at the other Party's cost, cooperate with the efforts of the Party to obtain order or other reliable assurance that confidential treat will he accorded to such portion of the Proprietary Information as may be disclosed. 5. Each Party acknowledges that although the Party delivering the Proprietary Information has endeavored to include Proprietary Information that is relevant for purposes of the other Party's evaluation of a Transaction, the delivering Party makes no representation or warranty as to the accuracy or completeness of the Proprietary Information neither the delivering Party nor its Affiliates shall have any liability to the receiving Party OR an Affiliate arising out of the riving Patty's or an Affiliate's use of the Proprietary Informat<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ion or reliance thereon. 6. In the event that a Transaction between Parties is not entered into, or is entered into but thereafter terminated, each Party will, at the request of the other Party, promptly deliver all Proprietary Information to the other Party without retaining any copies thereof. 7. Each Party understands That the Proprietary Information disclosed to it is a unique and valuable asset of the other Party, that violation of this Agreement would cause the other Party immediate and irreparable harm, and that the remedies at law may be inadequate. Each Party therefore consents to the entry of a restraining order and a preliminary and permanent injunction restraining any such violat<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>wer or privilege under this Agreement will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this Agreement or otherwise. 9.3 The provisions of this Agreement shall be severable in the event that any of its provisions are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest exte<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nt permitted by law. 9.4 This Agreement may only be modified by a written agreement duly signed by persons authorised on behalf of each party. 9.5 Nothing in this Agreement shall constitute the creation of a partnership, joint venture or agency between the parties. 9.6 This Agreement will be governed by and construed in accordance with South African law and the parties irrevocably submit to the exclusive jurisdiction of the South African courts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorised representatives. For and on behalf of For and on behalf of TRANSNET LIMITED duly authorised thereto duly authorised thereto Name: Name: Position: Position: Signature: Signature: Date: Date: AS WITNESS: AS WITNESS: Name: Name: Signature: Signature: Date: Date: AS WITNESS: AS WITNESS: Name: Name: Signature: Signature: Date: Date:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is entered into between Google Inc., for itself and its subsidiaries and affiliates ("Google"), and , for themselves and any company they may represent ("Participant"). In connection with Participant’s visit, Google may disclose or expose to Participant certain information that is proprietary to Google ("Confidential Information"). Participant will use the Confidential Information only for the purpose associated with Participant’s visit. Participant will use the s<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ame degree of care, but no less than a reasonable degree of care, as Participant uses with respect to its own similar information to protect the Confidential Information and to prevent (i) any use of Confidential Information not authorized in this Agreement, (ii) dissemination of Confidential Information to any third party. This Agreement imposes no obligation upon Participant with respect to Confidential Information that (a) was known to Participant before receipt from Google, as evidenced by Participant’s files and records in existence before the time of disclosure; (b) is or becomes publicly available through no fault of Participant; (c) is rightfully received by Participant from a third party without a duty of confidentiality; (d) is disclosed by Google to a third party without a duty of confidentiality on the third party; or (e) is disclosed by Participant with Google’s prior written approval. If Confidential Information is required to be produced by law, court order, or governmental authority, Participant must imme<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ithin seven (7) calendar days), the Recipient shall, and shall direct its Representatives to, destroy all Evaluation Material in tangible form (whether in written form, electronically stored or otherwise) furnished to Recipient and in Recipient’s possession or in the possession of any of its Representatives, and neither the Recipient nor any of its Representatives shall retain any copies thereof, except to the extent required to comply with applicable Law or bona fide internal record retention policies or procedures for legal, compliance or regulatory purposes; provided, that nothing contained herein shall require any Person to dest<|eot_id|> <|start_header_id|>assistant<|end_header_id|>roy Evaluation Material in electronic form (including any computer systems, back-up and archive tapes or other electronic backup systems) to the extent that such destruction is not commercially practicable and any retained Evaluation Material is not accessed by Recipient or its Representatives’ personnel except by any legal, compliance or information technology personnel in the course of their respective duties. Upon the written request of the Disclosing Party, the Recipient shall as promptly as practicable confirm in writing such destruction to the Disclosing Party as required by this Section 8 (e-mail being sufficient). Section 9. No Representations and Warranties; No Liability; Definitive Agreement. (a) No Representations and Warranties. The Evaluation Material is being provided to the Recipient “as is” and without any representation or warranty of any kind, either express or implied. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material nor will any of them have any liability to Recipient or its Representatives or any other Person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives is under any duty or obligation to provide the Recipient with access to any information, and nothing herein is intended to impose any such obligation on the Disclosing Party or any of its Representatives. The above Section 9(a) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction. ー 6 ー (b) No Liability. Recipient understands and agrees that the Evaluation Materials prepared by the Disclosing Party or its Representatives were prepared for their internal purposes only, and thus may not be suitable for the Recipient’s purposes. The Recipient acknowledges and agrees that the Recipient will make its own independent evaluation of the Proposed Transaction and will not be relying on the Disclosing Party or any of its Representatives in connection with the Proposed Transaction and that neither the Disclosing Party nor any of its Representatives is acting as the Recipient’s broker or advisor in connection with the Proposed Transaction. The Recipient shall not, and <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>r purposes of this Section 1.3, “Control” means the possession, directly or indirectly, of the power to direct 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<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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 member of the CEDC Group may seek an appropriate protective order with respect thereto. If such an order is not obtained, only that portion of the Confidential Information shall be furnished that is legally required to be furni<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>f that may be awarded. For the purpose of this Paragraph, the "prevailing party" shall be the party in whose favor a final judgment is entered. VIII. SEVERABILITY: It is the intent and agreement of the parties to this agreement that, in case any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein except that this shall not prohibit any modification allowed or agreed upon pursuant to the terms of this agreement or any right of reformation. IX. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of Missouri. The parties to this Agreement consent and designate St. Louis County, Missouri as the sole venue and location for any suit or other proceeding of any kind regarding any aspect of this agreement and all issues arising out of or relating to the independent relationship between the parties. X. ASSIGNMENT<|eot_id|> <|start_header_id|>assistant<|end_header_id|>: This Agreement is binding upon and shall inure to the benefit of the parties hereto and the successors and the assigns of all parties herein. Each party may assign or transfer this Agreement to a successor business entity in the event of a merger, consolidation, transfer or sale of the assets of said party. Any purported assignment of this Agreement, other than as provided above, shall be void. XI. NOTICES: Except as expressly set forth to the contrary in this Agreement, all notices, requests, consents or other communications (each a "Notice") provided for or permitted to be given under this Agreement must be in writing and must be given either (i) by depositing the Notice in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (ii) by delivering the Notice to the recipient in person, by courier, or by facsimile transmission. A Notice given under this Agreement is effective on receipt by the party to receive it. Any Notice to any party must be sent to or made at that party’s address (or facsimile number if applicable) given below such party’s signature or such other address or facsimile number as that party may specify by delivering a Notice in compliance with this paragraph. XII. EQUITABLE RELIEF: Each party recognizes that any actual or threatened breach of the provisions of this Agreement would cause irreparable harm to the other party, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, in addition to and not in limitation of any other remedies at law or in equity available under the circumstances, and notwithstanding any jurisdiction and venue requirements of this Agreement, each party shall be entitled to seek immediate injunctive and other non-monetary equitable relief in any court of competent jurisdiction without the need or requirement of any bond, provided that if a bond is required, the bond shall not exceed $1,000.00. IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement as of the last date set forth below by the undersigned duly authorized representatives. Dealer Pay, LLC (Company) PO Box 1691 (Street Address) St. Charles, MO 63302 (City, State, Zip) Julie R. Douglas (Name) President (Title) (Signature) (Signature) (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|>Exhibit (d)(3) CONFIDENTIALITY AGREEMENT July 15, 2011 Lance Cornell, CFO Transcend Services, Inc. One Glenlake Parkway, Suite 1325 Atlanta, GA 30328 Dear Larry: In connection with the consideration of a possible transaction between Transcend Services, Inc. (the “Company”) and Nuance Communications, Inc. (“Nuance”) (a “Possible Transaction”) each of the parties (each a “Disclosing Party” as applicable) is prepared to make available to the other (each a “Recipient” as applicable) and its Representatives (as hereinafter defined) certain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished, the Recipient agrees to treat any information which is furnished to it or to its Representatives by or on behalf of the Disclosing Party (herein collectively referred to as the “Confidential Information”) in accordance with the provisions of this letter agreement (the “Agreement”), and to take or abstain <|eot_id|> <|start_header_id|>assistant<|end_header_id|>from taking certain other actions as hereinafter set forth. As used in this Agreement, a party’s “Representatives” shall include the directors, officers, employees, agents, partners or advisors of such party and those of its parent company, subsidiaries and affiliates (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors). (1) Confidential Information. The term “Confidential Information” also shall be deemed to include the portion of all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives that contain Confidential Information. The term “Confidential Information” shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives, (ii) was within Recipient’s possession prior to its being furnished to it by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentia<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>g waived or amended. 9. Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by such Party or by any of such Party’s Representatives and that the other Party is likely to suffer irreparable harm as a result of any such breach. Accordingly, each Party will be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by the other Party or any of the other Party’s Representatives. The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity to the Parties. In the event of litigation relating to this Agreement, (a) if a court of competent jurisdiction decides that there is a prevailing Party in such litigation, then the non-prevailing Party will pay to the prevailing Party the reasonable legal fees incurred by the prevailing Party in connection with such l<|eot_id|> <|start_header_id|>assistant<|end_header_id|>itigation (including any appeal relating thereto) or (b) if a court of competent jurisdiction (i) does not opine on whether there is a prevailing Party in such litigation and (ii) determines that either Party or any of its Representatives has breached thi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this Agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal therefrom. In no event shall either party be liable for consequential or punitive damages. (15) Governing Law; Forum. This Agreement shall be governed by an construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State. Any dispute between the parties arising out of or connected to this Agreement or its enforceability or interpretation, including any injunctive relief, shall be brought and resolved solely in the federal or state courts located within the Southern Distri<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ct of New York, and the parties hereby submit to the personal jurisdiction of said courts. (16) Term. Except as explicitly provided in sections (8) and (9) above, this Agreement shall terminate one (1) year from the date first set forth above. (17) Counterparts. This Agreement may be executed in two counterparts, which together shall be considered one and the 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|>KENNETIK NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non-Disclosure and Confidentiality Agreement (this "Agreement") is entered into as of January 01, 2018 by and between Kennetik, a Minnesota Limited Liability Company ("Kennetik") and , as an Individual (" "). Kennetik and have indicated an interest in exploring a potential business relationship relating to: The hiring of Kennetik to perform content development & strategy, including but not limited to conceptualizing, producing and managing the client's content. (the "Transaction"). In connection with the parties' respective evaluation of the Transaction, Kennetik, its respective affiliates and its respective directors, officers, employees, agents or advisors (collectively, "Representatives") may provide or grant access to certain confidential and proprietary information to . The party disclosing its Confidential Information (as defined herein) to the other party is hereafter referred to as the "Disclosing Party." The party receiving the Confidential Information of the Disclosing Party is hereafter referred to as the "Receiving Party." In consideration for being furnished Confidential Information, Kennetik and agree as follows: 1. Confidential Information. The term "Confidential Information" as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: business plans, design, improvements, marketing strategies, present or future business activities, product development and plans, data, databases, documentation, flow charts, formulas, reports, specifications, finance, operations, procedures, processes, supplier lists, supplier profiles, supplier relationships, systems, computer software, inventions, know-how, object code, proprietary concepts, source code, technical information, trade secrets, customer lists, customer profiles, customer relationships, performance results, pricing, sales estimates, which the Disclosing Party considers confidential. 2. Exclusions from Confidential Information. The obligation of confidentiality with respect to Confidential Information will not apply to any information: a. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by the Receiving Party or any of its Representatives; b. If the information is or was received by the Receiving Party from a third party source which, to the best knowledge of the Receiving Party or its Representatives, is or was not under a confidentiality obligation to the Disclosing Party with regard to such information; c. If the information is disclosed by the Receiving Party with the Disclosing Party's prior written permission and approval; d. If th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e information is independently developed by the Receiving Party prior to disclosure by the Disclosing Party and without the use and benefit of any of the Disclosing Party's Confidential Information; or e. If the Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, the Receiving Party or its Representatives give prompt written notice of that fact to the Disclosing Party prior to disclosure so that the Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, the Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose. 3. Obligation to Maintain Confidentiality. With respect to Confidential Information: a. The Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement; <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) NON-DISCLOSURE AGREEMENT This is an Agreement between the American Registry for Internet Numbers (hereinafter referred to as ARIN) and (hereinafter referred to as Applicant). It is recognized that it may be desirable for the Applicant to provide ARIN with specific proprietary information for the purpose of ARIN's allocation of IP address space. W ith respect to such information the parties agree as follows: (1) "Proprietary Information" shall be defined as and limited to, (a) network engineering plans, including subnets, and host counts, and hosts per subnet with projected utilization rates and associated confidence levels of those projections for one and two years in the future; (b) deployment schedules for the network, including major milestones for each subnet; (c) network topology diagrams originated by the Applicant, not previously published or otherwise disclosed to the general public, not previously available without restriction to ARIN or others, and not normally furnished to others without compensation; and (d) such other information which the Applicant desires to protect against unrestricted disclosure or competitive use, and which the parties mutually agree shall be furnished pursuant to this Non-Disclosure Agreement and which is appropriately identified as being proprietary when initially furnished to ARIN. (2) In order for Proprietary Information disclosed by the Applicant to ARIN to be protected in accordance with this Non-Disclosure Agreement, it must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend, in bold faced print, indicating that the information is deemed proprietary by the Applicant; and (c) delivered by electronic mail, ARIN Online ticket, postal or courier service, or facsimile to the individual designated in Paragraph 3 below, or his designee. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally and with prior assertion of proprietary rights therein, such orally disclosed proprietary information shall only be protected in accordance with this Non-Disclosure Agreement provided that complete written summaries of all proprietary aspects of any such oral disclosures shall have been delivered by Applicant to the individual identified in Paragraph 3 below, within 20 calendar days of said oral disclosures. The Applicant shall not identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims. (3) In order for the Applicant's Proprietary Information to be protected as described herein, the Proprietary Information must be delivered in written form as discussed in Paragraph 2 above to: American Registry for Internet Numbers Attn: Business Office PO Box 232290 Centreville, VA 20120 USA (4) ARIN covenants and agrees that it will take reasonable care to prevent the disclosure to any person or persons outside its organization or to any unauthorized person or persons specifically identified by Applicant in writing, any and all Proprietary Information which is received from the Applicant under this Non-Disclosure Agreement and which has been protected in accordance with paragraphs 2 and 3 hereof; provided, however, that ARIN shall not be liable for disclosure of such information if any or all of such information: A. W as in the public domain at the time it was disclosed, or B. Becomes part of the public domain without breach of this Agreement, or C. Is disclosed with the written approval of the Applicant, or D. Is disclosed after three years from ARIN's receipt of the information, or E. W as independently developed by ARIN, or F. Is or was disclosed <|eot_id|> <|start_header_id|>assistant<|end_header_id|>by the Applicant to a third party without restriction, or G. Is disclosed pursuant to the provisions of a court order. As between the parties hereto, the provisions of this Paragraph 4 shall supersede the provisions of any inconsistent legend that may be affixed to said data by the Applicant, and the inconsistent provisions of any such legend shall be without any force or effect. Any Protected Information provided by the Applicant to ARIN shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon written request at any time, returned to the Applicant. ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time. (5) The standard of care for protecting Proprietary Information imposed on ARIN will be that degree of care ARIN uses to prevent disclosure, publication or dissemination of its own Proprietary Information. (6) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be provided to ARIN by the Applicant, and supersedes all prior or contemporaneous oral or written understandings or arguments regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the parties. (7) The effective date of this Non-Disclosure Agreement shall be the date upon which the last signatory below executes this Agreement. (8) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Virginia, without regard for Virginia's choice of law rules. (9) This Non-Disclosure Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent shall not unreasonably be withheld. This consent requirement shall not apply in the event either party shall change its corporate name or merge with another corporation. This Non-Disclosure Agreement shall benefit and be binding upon the successors and assigns of the parties hereto. (10) Under no circumstances, including negligence, shall ARIN be liable for any indirect, incidental, consequential, punitive or special damages for any breach of this agreement, even if ARIN has been advised of the possibility of such damages. THE AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) Name: Signed: Date: Title: Address: PO Box 232290, Centreville, VA 20120 USA Fax: (703) 997-8708 APPLICA N T Company Name: Org-ID (if known): Authorized Signer (print): Ticket No. (if applicable): Signed: Date: Title: E-Mail: Address: Phone: Fax:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>y developed by the Receiving Party without reliance upon the Confidential Information of the Disclosing Party and (v) information that the Disclosing Party has disclosed to other parties without similar obligations of confidentiality. “Disclosing Party” means the party hereto (or Affiliate of the party hereto) that furnishes Confidential Information to the other party, or Affiliate of the other party, hereto. “Receiving Party” means the party hereto (or Affiliate of the party hereto) that receives Confidential Information from the other party, or Affiliate of the other party, hereto. “Representative” means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable. Section 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. Section 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), <|eot_id|> <|start_header_id|>assistant<|end_header_id|>disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. The Receiving Party will instruct its Representatives who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion. The Receiving Party will be responsible for the compliance of its Representatives with the terms of this Agreement. If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). The Disclosing Party shall reimburse the Receiving Party for all of its reasonable out-of-pocket expenses incurred in connection with its compliance with the terms of the immediately preceding sentence. Section 4. Compliance by Affiliates. Each of ADP and the Partner will be responsible for compliance by its respective Affiliates with the terms of this Agreement. Section 5. Limitation on Obligation; No warranties, etc. Except for the obligation of confidentiality and the restrictions on use imposed by this Agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party by virtue of any meeting or any discussion regarding the Evaluation with respect to whatever information is exchanged. Further, this Agreement and any meetings or communications of the parties relating to the subject matter of this Agreement will not (i) constitute any offer, request, or contract among the parties to engage in any transaction, nor (ii) constitute any offer, request or contract involving a buyer-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|>Non-Disclosure Agreement This Agreement is entered into as of , between (“Recipient”) and the International Code of Conduct for Private Security Service Providers’ Association (the “ICoCA” or the “Association”)(together the Parties). Primary Purpose The Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately. The Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances: (a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or (b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information. The Recipient hereby agrees and affirms his/her understanding of the following: (1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as “Confidential Information”); (2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association’s ability to function effectively and subject it to potential legal liability and other consequences; (3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director, Officer, or Staff Member of the Association; (4) that the Recipient shall not disclose Confidential Information to any person other than the Direct<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose; (5) that the Recipient is aware of and has reviewed the ICoCA’s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association’s Conflict of Interest or Information Security policies; (6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient; (7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and (8) that continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff Member of the Association and/or an essential part of the Recipient’s roles and responsibilities as a Director or Officer, the violation of which will permit the Association to terminate such employment or terminate such person from his7her position in addition to seeking any other legal or equitable remedies. Definition of Confidential Information For the purposes of this Agreement, Confidential Information includes, but is not limited to, financial or other competitive business information that<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> of a possible transaction between Tom Brown, Inc. ("TBI") and EnCana Oil & Gas (USA) Inc. ("EnCana"), such possible transaction being herein referred to as the "Transaction," TBI and EnCana acknowledge that TBI may make available to EnCana from time to time certain information concerning the structure of the proposed transaction and/or TBI's business, financial condition, operations, assets and liabilities, whether prepared by TBI, its advisors or otherwise. As a condition to entering into any discussions relating to the Transaction, EnCana agrees to comply with its obligations hereunder and to take or abstain from taking certain other actions as hereinafter set forth. 1. Evaluation Material; Non-Disclosure Obligation and Use Restriction. The term "Evaluation Material" shall mean all information, data and analysis furnished by TBI or its Representatives to EnCana or its Representatives relating to TBI or the Transaction, and any analyses, compilations, studies, documents or other material prepared by EnCana or its Representatives containing or based in whole or in part upon such information, data or analysis, but does not include information, data or analysis that (i) is already in the possession of EnCana or its Representatives or becomes subsequently available to EnCana or its Representatives on a non-confidential basis from a source not known or reasonably suspected by EnCana or its Representatives to be bound by a confidentiality agreement or secrecy obligation to TBI, (ii) is or becomes generally available to or known by the public other than as a result of a breach of this letter agreement by EnCana or its Representatives or (iii) has already been or is hereafter independently acquired or developed by EnCana without violating any confidentiality agreement or secrecy obligation to TBI. "Representatives" shall mean such party's affiliates, directors, officers, employees, agents, lenders or advisers and representatives of the foregoing. EnCana recognizes and acknowledges the potential competitive value of the Evaluation Material and the damage that could result from the disclosure thereof to third parties. Accordingly, EnCana agrees that the Evaluation Material will be used solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be d<|eot_id|> <|start_header_id|>assistant<|end_header_id|>isclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below and (z) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that such disclosure is permitted pursuant to Section 3 below. EnCana agrees to be responsible for any breach of this letter agreement by any of its Representatives. 2. Non-Disclosure of Discussions. Each Party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person (other than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, that a party may make such disclosure if (i) based on the advice of such party's counsel, such disclosure is necessary to avoid committing a violation of, or to insure compliance with, any laws, rules or regulations, including any rules or regulations of any securities association, stock exchange or national securities quotation system and (ii) the disclosing party provides advance notice to the other party of the proposed disclosure and cooperates in good faith with respect to the timing, manner and content of such disclosure (to the extent consistent with its obligation to make disclosure). 3. Required Disclosure. In the event that EnCana or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any other facts or information, the disclosure of which is prohibited by this letter agreement, EnCana shall (i) provide TBI with prompt notice of any such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and (ii) consult with TBI as to the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or other remedy, or the receipt of a waiver by TBI, EnCana or any of its Representatives should nonetheless, based on the advice of such party's counsel, disclose the Evaluation Material and/or the facts or information covered by Section 2, EnCana or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material and/or such facts or information that such counsel advises is legally required to be disclosed; provided that EnCana gives TBI written notice of the Evaluation Material and/or such facts or other information to be disclosed as far in <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>IAL INFORMATION Information does not constitute Confidential Information if: (а) it is in the public domain or enters the public domain through no fault of The Company; (b) it was known to The Company before it was provided by the Client, which is confirmed by The Company’s documents; (c) it was disclosed to The Company by a third party that has not assumed any non-disclosure undertakings before the Client, which is confirmed by The Company’s documents or the documents of said third party; or (d) it was independently developed by The Company without the use of the Confidentia<|eot_id|> <|start_header_id|>assistant<|end_header_id|>l Information, which is confirmed by The Company’s documents. The Client is not required to consider as confidential any information provided by The Company under this Agreement. 3. WHEN THE COMPANY IS ENTITLED TO RECEIVE THE CONFIDENTIAL INFORMATION The Company is entitled to receive the Confidential Information from the date indicated in Appendix A as the “Commencement Date of the Provision of the Confidential Information” prior to the expiration of one year after said date or before the completion of the Project, depending on whichever comes later. The Client shall provide the Confidential Information at its own discretion and is not required to provide any information under this Agreement. The Company shall not acquire any rights to the Confidential Information, with the exception of rights for usage of the Confidential Information for the purpos<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>by the Disclosing Party and its affiliates for at least six (6) months at the time he or she enters into discussions for employment with the Recipient or its affiliates if such individual resigned from the Disclosing Party or (iv) has ceased to be employed by the Disclosing Party and its affiliates at the time he or she enters into discussions for employment with the Recipient or its affiliates if such individual’s employment was terminated by the Disclosing Party. For the avoidance of doubt, subject to Section 12, nothing in this Section 4 shall limit the rights of the Recipient’s affiliates that have not been provided Evaluation Material. “Covered Employee” means those officers and employees listed on Schedule II hereto. Section 5. Non-Contact. The Recipient shall not and shall cause its affiliates which receive Evaluation Material not to and direct its other Representatives (acting on the Recipient’s or its affiliates’ behalf) not to initiate or maintain contact with any individual or entity known by the Recipient or such affiliate or such other Representative to be a customer, supplier, lender, officer, director, manager, member, or employee of the Disclosing Party or any of its affiliates regarding the Proposed Transaction (or any similar transaction), except through, or as directed by, the Contact Persons, it being understood that contact and conduct in the ordinary course of business consistent with past practices unrelated to the Proposed Transaction shall not be prohibited. Notwithstanding the foregoing, the Recipient and its Representatives shall not be prohibited from conducting customary general market diligence activities through expert networks, so long as (a) the experts are specifically approved in advance by the Disclosing Party (such approval is hereby given in respect of Oliver Wyman), and (b) the Disclosing Party is not identified and no Evaluation Material is disclosed in connection with such diligence activities. All (i) communications regarding the Proposed Transaction or any similar transaction, (ii) requests for additional information regarding the Proposed Transaction or any similar transaction, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures in connection with the Proposed Transaction or any similar transaction, shall be submitted or directed exclusively to the Contact Persons or counsel to the Disclosing Party, who will, as they deem appropriate, arrange for contacts for due diligence purposes. The Recipient confirms and agrees that it is not acting as a broker for any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act), and that the Recipient and its affiliates are considering the Proposed Transaction only for investment by or through AGG. Section 6. No Restrictions on Debt Finance Sources. Without the prior written consent of the Disclosing Party, the Recipient shall not, and the Recipient’s Representatives shall not on the behalf of Recipient or any other Representative of Recipient, enter into any contract, arrangement or understanding expressly prohibiting any bank, investment bank or other potential provider of debt financing, including without limitation, the Lenders, from providing or seeking to provide debt financing or financial advisory services to any other Person in connection with the Proposed Transaction; provided, however, that any customary “tree” arrangements with financial institutions or financing sources by which a deal team at each institution works on providing financial advisory services or obtaining or providing potential financing for Recipient and/or its Representatives for a Propos<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed Transaction (and is not permitted to work on obtaining or providing financial advisory services or potential financing for any other bidder pursuing a potential transaction) but other deal teams at such institution may provide financial advisory services or work on obtaining or providing potential debt financing for other bidders pursuing a potential transaction, shall be deemed not to so prohibit bank, investment bank or other potential provider of debt financing. For the avoidance of doubt, references in Sections 3-6 of this Agreement to a “Representative” of the Recipient are not intended to restrict such a Representative if not acting on behalf of the Recipient or its affiliates. Section 7. Compelled Disclosure. Notwithstanding the provisions of Section 2 of this Agreement to the contrary, if the Recipient or any of its Representatives are required or requested to disclose any Evaluation Material pursuant to any applicable law, rule, regulation, subpoena, court order or other administrative, regulatory, self-regulatory or legal process (collectively, “Law”), the Recipient shall promptly (unless prohibited by Law and except pursuant to routine regulatory audits, examinations, inquiries or requests, in each case, of Recipient or any of its Representatives and not specific to the Proposed Transaction) notify the Disclosing Party in writing of any such requirement so that the Disclosing Party may seek, at its sole expense, an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Recipient shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy. If such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Recipient and its Representatives shall disclose only that portion of the Evaluation Material which they are advised by <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> 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 Disclosing Party’s information, or (v) the Confidential Information is required<|eot_id|> <|start_header_id|>assistant<|end_header_id|> to be disclosed pursuant to a requirement of a governmental agency or law so long as the other party is provided notice of such requirement prior to any such disclosure. 2. Obligations Each party agrees that it shall not make use of, disseminate, or in any way disclose any Confidential Information of the Disclosing Party to any person, firm, or business, except to the extent necessary for the Transaction. The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing. Both parties acknowledge that the Receiving Party shall protect the secrecy of all Confidential Information, that said Con<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>(d) Buyer will not utilize, now or at any time in the future, any trade secret(s), as that term may be defined under statutory or common law, that is/are included in the furnished Information for any purpose other than evaluating the possible purchase of the Business, including, without limitation, not utilizing same in the conduct of Buyer's or any other party's present or future business(es); (e) In addition to<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the prohibition against utilizing trade secret(s), Buyer will not utilize any other furnished information for any purpose other than evaluating the possible purchase of the Business; and <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>still agreement to which the Company is a party unless and until the parties hereto have terminated their negotiations pursuant to Section 6 above. In consideration of the Company's agreement hereto, BBY agrees to diligently pursue its due diligence review during the Exclusivity Period and agrees further to notify the Company within forty-eight (48) hours of any determination not to proceed with a transaction as contemplated by the parties. 11. Future Conduct of BBY. BBY agrees that until the expiration of one (1) year from the date the Exclusivity Period expires, and except with the express written consent of the Company, neither BBY nor any of its directors or executive officers shall: (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, more than 3% in the aggregate of any equity securities of the Company or any of its subsidiaries, (ii) propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of its subsidiaries or to purchase, directly or indirectly, a material portion of the assets of the Company or any of its subsidiaries, (iii) make, or in any way participate in, directly or indirectly, any "solicitation of proxies" (as such term is used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its subsidiaries, (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company or any of its subsidiaries, (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing, or (vii) advise, assist or encourage any other person in connection with any of the foregoing. 12. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. 13. Miscellaneous. Each party agrees to be<|eot_id|> <|start_header_id|>assistant<|end_header_id|> responsible for any breach of this Agreement by any of its Representatives. No failure or delay by either party or any of its Representatives in exercising any right, power or privileges under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder, and the non-breaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ee of care. iii. The receiving party shall in accordance with the request of the other parties, either return all copies, recording and tangible manifestations of Proprietary/Confidential Information or destroy the same following a determination by any of the parties not to enter into any arrangement or venture with each other of the kind contemplated herein or upon termination of any related memorandum of understanding or agreement entered into between the parties or upon the written request of the disclosing party. 3. EXCEPTIONS The aforesaid restrictions on the parties shall not apply to any Proprietary/Confidential Information which i. Can be proved by documentary evidence to be such Proprietary/Confidential Information that was already in the possession of the receiving party and at its free disposal before the disclosure hereunder to it; ii. Is received by the receiving party from third parties without accompanying secrecy or confidentiality obligations and not in violation of any duty of confidence under this agreement; iii. Is independently developed by the receiving party; iv. Is or becomes generally available to the public in printed publications in general discussion through no act or default on the part of the receiving party or its agents or employees; v. Is furnished to a third party by a party hereunto who owns such Proprietary/Confidential Information without similar restriction on the third party's rights; vi. Is approved for release by written authorization of the other party; or vii. Is disclosed pursuant to any requirement or request by operation of law provided that the involving party shall prior to disclosure notify the disclosing party of any such requirement or request. 4. OWNERSHIP All Proprietary/Confidential Information disclosed pursuant to this Agreement shall be and remain the property of the disclosing party. Nothing in this Agreement shall be construed as granting or confirming any rights by license or otherwise expressly impliedly or otherwise, for any of the Proprietary/Confidential Information disclosed by the disclosing party hereunder. All Proprietary/Confidential Information, existing in written form or recorded in any other tangible medium, shall be returned to the disclosing party upon its request, together with any reproductions or copies thereof. Further, upon the disclosing party's request, notes, memoranda and reports which incorporate the Proprietary/Confidential Information shall, without exception, be destroyed. 5. ORAL DISCLOSURE In the event the disclosing party of such Proprietary/Confidential Information orally discloses the information to the receiving party, the disclosing party agrees to promptly notify the receiving party of the confidentiality of such oral disclosure and reduces to writing such Proprietary/Confidential Information and submit the same to the receiving party within 15 days of such oral disclosure, upon which the receiving party shall not be bound by the confidentiality obligations as herein provided as regards the said Proprietary/Confidential Information disclosed orally. 6. AUTHORIZATION Each party agrees that necessary authorizations, permits or licenses including expert licenses as may be required will be obtained prior to the exportation/disclosure of any Proprietary/Confidential Information relating to the technology of the other party. The disclosing party shall notify the receiving party of the need to obtain any required authorizations, permits and licenses and/or the need to comply with any relevant laws or regulations relating to the disclosure. The disclosing party shall obtain the required authorizations, permits and licenses. 7. SURVIVAL The aforesaid obligations of the receiving party shall survive the termination of this Agreement. 8. LIMITED WARRA<|eot_id|> <|start_header_id|>assistant<|end_header_id|>NTY Each party hereto warrants that it has the right to disclose the Proprietary/Confidential Information which it discloses to the other parties and that the Proprietary/Confidential Information disclosed is to the best of its knowledge, correct. Nothing contained in this agreement shall be construed to obligate any party to disclose any information to the other parties. 9. REMEDY FOR BREACH It is understood and agreed between the parties that any breach of the obligations of confidentiality contained in this Agreement may cause the disclosing party irreparable loss. Accordingly, and in addition to any other remedies a party may have in law or equity, the disclosing party shall be entitled to obtain injunctive relief against the receiving party to prevent any further or continuing breach of the receiving party's obligations or additional damage to the disclosing party in the event such loss is in fact incurred by the disclosing party as a result of the breach or is imminent. 10. SEVERABILITY If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, such decision shall not affect the validity of the remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated therefrom. In the event that a portion of this Agreement shall be declared to be invalid, then the parties agree, that they shall, in good faith, negotiate with one another to replace such invalid provision with a valid provision as similar as possible to that which had been said to be invalid. 11. TERMINATION This Agreement shall govern all matters referred to herein until terminated by either party upon thirty days written notice to the other or in accordance with this Agreement. Upon termination, all information and materials shall be returned to the respective parties. Notwithstanding the termination, each party shall continue to fulfill its obligations hereunder for a period of five (5) years thereafter. 12. MISCELLANEOUS Any notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the party concerned. This Agreement shall be fully binding upon inure to the benefit of and be enforceable by the parties herein, their legal representatives and other respective successors and assigns. Each party shall not make any assignment of the Agreement or any interest therein without the prior written consent of the other party. The failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under the Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and affect. The terms of this Agreement are confidential and shall not be disclosed to third parties without the written consent of all parties, accept to the extent required by a court or regulatory agency of competent jurisdiction. 13. GOVERNING LAW This Agreement shall be governed by, construed and enforced in accordance with California Law. IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first written above. CREATIVE LABS, INC PACIFIC MAGTRON, INC. Signature: /s/ Joseph R. Bowsky Signatu<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ound hereby, the parties hereto agree as follows: 1. The Recipient shall take responsible steps to ensure that all Confidential Information of the Disclosing Party is kept confidential; provided, however, that such information may be disclosed to those employees or agents of the Recipient who have a need to know such information, or to such other party as may be agreed to by the Disclosing Party in writing, only if each such employee or party is informed by the Recipient of the confidential and proprietary nature of such information and of the confidentiality undertakings of the Recipient contained herein. The Recipient shall be responsible for any breach of this Agreement by its employees or agents. 2. As used herein, "reasonable steps" means the steps that the Recipient takes to protect its own, similar confidential and proprietary information, which shall not be less than a reasonable standard of care. 3. As used herein "Confidential Information" means all proprietary or confidential information of the Disclosing Party, including but not limited to Confidential Information regarding its products, suppliers, customers, technology, pricing, business plan, activities or know-how, whether disclosed directly or indirectly, in writing (marked as Confidential Information), orally or by drawings or inspection of documents. 4. However, Confidential Information does not include any of the foregoing items: (i) prior to disclosure, is know to the public or becomes so known through no action of Recipient; (ii) is required to be disclosed pursuant to applicable laws, rules or regulations or governmental requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order); (iii) is already rightfully in the Recipient's possession at the time of disclosure, as evidenced by written records of the Recipient; or (iv) is received by the Recipient from another person or entity who is not obligated to the Disclosing party to keep the same confidential. 5. Neither party shall, without the other party's prior written consent (a) disclose to any person or entity (other than the persons emp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>loyed by either party who are actively and directly participating in the Stated Purpose) any information about the parties' discussions regarding the Stated Purpose or the terms, conditions or other facts relating thereto including the fact that discussions are taking place with respect thereto or the status thereof, or the fact that the Confidential Information has been made available to either party, except to the extent that such disclosure is required by applicable laws, rules or regulations or government requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order); or (b) use the Confidential Information for any purpose other than the Stated Purpose, without limiting the foregoing, the Recipient shall not trade in the securities of the Disclosing Party while in the possession of Confidential Information relating to the Disclosing Party. 6. At the request of the Disclosing Party, the Recipient shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in whatever medium, including any and all copies thereof. Such return (or, if authorized, destruction of Confidential Information) shall be confirmed in writing by the Recipient to the Disclosing Party. 7. Each party agrees that it would be impossible or inadequate to measure and calculate the other party's damages from any breach of the covenants set forth in this Agreement. Accordingly, the parties agree that if either party breaches or threatens to breach any of such covenants, the non-breaching party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and each party hereby consents to the issuance of such injunction and to the ordering of specific performance. 8. Each party understands and acknowledges that the Disclosing Party is not making any representation or warranty as to the accuracy or completeness of any Confidential Information furnished by or on behalf of the Disclosing Party (except to the extent and only to such effect as shall be expressly set forth in an executed and delivered definitive agreement between the parties to effect the Stated Purpose (the "Definitive Agreement")). Neither the Disclosing Party, its affiliates nor any of their respective officers, directors, employees or agents shall have any liability to the Recipient or any of its Representatives relating to or arising from the use of the Confidential Agreement. 9. Except as set forth in this Agreement, neither PPI nor Company shall have any liability or obligation of any nature whatsoever to the other party, nor any obligation to enter into a Definitive Agreement, negotiate to enter into a Definitive Agreement, or refrain from negotiating similar agreements with other parties. 10. It is further understood and agreed that this Agreement may not be amended except by an instrument signed by the party against whom enforcement is sought. This Agreement shall be governed by<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement This Confidentiality and Non-Disclosure Agreement (hereinafter referred as the “NDA”) is entered into as of ,20 , by and between , address at and Seeed Development Limited, a company established under Laws of Hong Kong, having its office at Flat C 23/F Lucky Plaza, 315-321 Lockhart Rd Wan Chai, Hong Kong (hereafter referred to as “Seeed”); Unless the context requires otherwise, Customer and Seeed shall hereinafter collectively referred to as the “Parties” or individually referred to as the “Party”. RECITALS WHEREAS, Customer is WHEREAS, Seeed is concerned any unpermitted early disclose or publicize of the products or any information associated with such products will cause irreparable harms to Seeed unless allowed by Seeed, therefore it is of necessity to conclude the NDA with Customer. WHEREAS, In light of purpose mentioned above, Seeed and Customer are interested in exchanging Confidential Information (as defined below in Article 1); Seeed and Customer are discloser and recipient under difference context. WHEREAS, the Parties believe that they may mutually benefit by sharing this Confidential Information and believe it is in their mutual interest to ensure that all such Confidential Information will be safeguarded and carefully protected by the Parties through the present Agreement; NOW THEREFORE, in consideration of the promise, covenants hereof and the mutual obligation herein, the Parties agree as follows: 1. Confidential Information For purposes of this Agreement, “Confidential Information” shall mean the following: i. All records, files, analysis, documents, software, computer or electronic data disks or tapes, test data, printouts, processes, designs, file layout, technical bulletins, manuals, diagrams, formulas, research, inventions, patents and discoveries reasonably related to the Parties’ businesses or products and services of the Parties that have not been publicly released; ii. Technical, financial, business plan and customer information, including standard periodic financial statements and analyses, budgets, tax returns, benefit and compensation plans, customer list(s) and contact names, functional and technical specifications; iii. Other valuable information disclosed by one of the Parties to another, designated as confidential expressly or by the circumstances in which it is provided. Confidential Information does not include information that: i. Is lawfully in the public domain at the time it was transmitted; ii. Is independently known to or in possession of the receiving party at the time of receipt through no unlawful act; iii. Is disclosed by the receiving party with the prior written approval of the transmitting party; iv. Becomes known to the receiving party from a source other than the transmitting party, which third party legally is entitled to have and to disclose such information without restriction. 2. Duty of Confidentiality and Standard of Care 2.1 Each Party hereby acknowledges that it will be exposed to Confidential Information of the other Party, including without limitation, specific information regarding the products and the business of this Party. 2.2 The Parties hereby agree that they shall not use, commercialize or disclose any Confidential Information to any person or entity, except to their own employees having a “need to know” (and who themselves bound by similar non-disclosure restrictions), and to such other recipients as each Party may approve in writing, provided that such recipients shall have first executed a Confidentiality Agreement in a form acceptable to the Party interested. 2.3 Any disclosure to any third party by each Party shall be subject to the prior consent of the other Party, which consent shall not be unreasonably withheld unless the Disclosing Party believe it might go against<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the purpose of this Agreement. The Receiving Party must protect the Confidential Information and, in doing so, must use no less than the highest degree of care that the Receiving Party applies to its own proprietary or secret information; The Confidential Information must be stored and handled in such a way as to prevent unauthorized disclosure. The Receiving Party shall use its best efforts to limit dissemination of Disclosing Party’s “Confidential Information” to such of its employees or sub-contractor(s) who have a need to know for the aforesaid evaluation and/or development purposes. 3. Proprietary Rights Legend The Parties shall not alter or remove from any Confidential Information any proprietary rights legend, copyright notice, trademark or trade secret legend, or any other mark identifying the material as Confidential Information. 4. Covenants concerning competition The Confidential Information disclosed to each of the Parties may include information that would provide the other party with an unfair competitive advantage if such Party were to use the Confidential Information for purposes other than those pro<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Mutual Non-Disclosure Agreement THIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012 Between (A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and (B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (“ “). Whereas <|eot_id|> <|start_header_id|>assistant<|end_header_id|>Wollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement. The parties agree as follows: 1 Interpretation In this Agreement: Affiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party; Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose; Disclosing Party means the party to this Agreement disclosing the Confidential Information; Purpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and Receiving Party means the party to this Agreement to whom the Confidential Information is disclosed. A reference to a person includes a reference to a body corporate, association or partner<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>7. Return or Destruction of Information. Recipient shall return and deliver, or cause to be returned and delivered, to Disclosing Party, or destroy or cause to be destroyed (with certification of destruction delivered to Disclosing Party), all tangible Information, including copies and abstracts thereof, within thirty (30) days of a written request by Disclosing Party (a “Request”). The foregoing notwithstanding, Recipient may retain one (1) copy of such Information for archival purposes only and subject to compliance with the terms of this Non-Disclosure Agreement. Notwithstanding the foregoing, each Party agrees that Recipient shall not be required to return to Disclosing Party, or destroy, copies of Disclosing Party’s Information that (A) reside on Recipient’s or its Representatives’ backup, disaster recovery or business continuity systems, or (B) that Recipient or its Representatives are obligated by applicable law and/or governmental regulations to retain. Recipient agrees that, following its receipt of the Request, it shall neither retrieve nor use Disclosing Party’s Information for any purpose other than that specified in clause (B) above. - 5 - §8. No Partnership, Etc. Nothing contained herein shall bind, require, or otherwise commit a Party (or any Affiliate thereof) to proceed with any project, sale, acquisition, or other transaction of or with the other Party or any other entity. No agency, partnership, joint venture, or other joint relationship is created by this Non-Disclosure Agreement. Neither this Non-Disclosure Agreement nor any discussions or disclosures hereunder shall prevent either Party from conducting similar discussions with other parties or performing work, so long as such discussions or work do not result in the disclosure or use of Information in violation of the terms of this Non-Disclosure Agreement. The terms of this Non-Disclosure Agreement shall not be construed to limit either Party’s right to independently engage in any transaction, or independently develop any information, without use of the other Party’s Information. §9. Term and Termination. Except with respect to any Information that is Customer Information, CEII or Personal Information, Recipient’s obligations and duties under this Non-Disclosure Agreement shall have a term of [ ] [()] years from the Effective Date (the “Term”), but in no event will the confidentiality obligations herein terminate less than one (1) year from the date of the last disclosure. In the case of any Information that is Customer Information, CEII or Personal Information, Recipient’s obligations and duties under this Non-Disclosure Agreement shall survive for (i) the Term, or (ii) so long as such Customer Information, CEII or Personal Information, as applicable, is required to be kept confidential under applicable law, whichever period is longer (the “Special Information Term”). Either Party may terminate this Non-Disclosure Agreement by written notice to the other Party. Notwithstanding any such termination, all rights and obligations hereunder shall survive (i) for the Special Information Term for all Customer Information, CEII or Personal Information disclosed prior to such termination, and (ii) for the Term for all other Information disclosed <|eot_id|> <|start_header_id|>assistant<|end_header_id|>prior to such termination. §10. Injunctive Relief. The Parties acknowledge that a breach of this Non-Disclosure Agreement by Recipient may cause irreparable harm to Disclosing Party for which money damages would be inadequate and would entitle Disclosing Party to injunctive relief and to such other remedies as may be provided by law. §11. Governing Law; Consent to Jurisdiction. This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the [Commonwealth of Massachusetts][State of New York][State of Rhode Island] without regard to the principles of the conflict of laws contained therein. Each Party hereby submits to the personal and subject matter jurisdiction of the courts of the [Commonwealth of Massachusetts][State of New York][State of Rhode Island] for the purpose of interpretation and enforcement of this Non-Disclosure Agreement. §12. Amendments. This Non-Disclosure Agreement may be amended or modified only by an instrument in writing signed by authorized representatives of all Parties. §13. Assignment. This Non-Disclosure Agreement may not be assigned without the express written consent of all Parties hereto; provided, however, that any Party may assign this Non-Disclosure Agreement to an Affiliate of such Party without the consent of any other Party. §14. Severability. Whenever possible, each provision of this Non-Disclosure Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by, or determined to be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Non-Disclosure Agreement. All obligations and rights of the Parties expressed herein shall be in addition to, and not in limitation of, those provided by applicable law. §15. Entire Agreement. This Non-Disclosure Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and any and all previous representations or agreements with respect to such subject matter, either oral or written, are hereby annulled and superseded. §16. Consents and Waivers. Any consent or waiver of compliance with any provision of this Non-Disclosure Agreement shall be effective only if in writing and signed by an authorized representative of the Party purported to be bound thereby, and then such consent or waiver shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by any Party in exercising any right, power or privilege under this Non-Disclosure Agreement shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other exercise of any other right, power or privilege hereunder. §17. No Publicity. [No Party shall issue any press release or make any other public announcement regarding the existence of this Non-Disclosure Agreement or any discussions among the Parties regarding the Purpose without the prior written consent of all Parties.] §18 Notices. Where written notice is required by this Non-Disclosure Agreement, such notice shall be deemed to be given when delivered personally, mailed by certified mail, postage prepaid and return receipt requested, or by facsimile or electronic mail, as follows: To National Grid: [] Attn: To []: [] Attn: §19 Counterparts. This Non-Disclosure Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Non-Disclosure Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Non-Disclosure Agreement and of 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|>s Agreement, such pre-release software is provided "as is" without warranty of any kind. Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to Receiving Party's use of such pre-release software. (c) Any software and documentation provided under this Agreement is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA 98052-6399. (d) Both parties agree that they do not intend nor will they, directly or indirectly, export or re-export (i) any Confidential Information or Confidential Materials, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information or Materials to (A) any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea, Libya, and Sudan), or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (B) to any end-user who either party knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (C) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. (e) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term "residuals" means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (f) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (g) If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and both parties further consent to jurisdiction by the state and federal courts sitting in the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> State of Washington. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the Washington Long Arm Statute. (h) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (i) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (j) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. 5. Suggestions and Feedback Either party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter "Feedback"). Both parties agree 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|> anywhere in the world, unless Seller or Guarantor purchase or own less than five percent (5%) of capital stock in a publicly held company; or (b) directly, indirectly or otherwise by letters, circulars or advertisements, and whether for itself or on behalf of any other person, canvass or solicit or, directly or indirectly, cause or authorize to be solicited, or enter into or effect, or, directly or indirectly, cause or authorize to be entered into or effected, any business or orders for businesses competing with the Restricted Business from any person who (i) at the time of the Agreement or within two years prior to the date of the Agreement, has been, a customer or client, or (ii) is an active prospect to be a customer or client, in each case, of the Seller at the time of the Agreement. 3. Non-Disclosure of Confidential Information. Seller and Guarantor acknowledge that it is the policy of the Buyer to maintain as secret and confidential all Confidential Information, and the parties hereto recognize that Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of the Buyer, disclose to any person, firm, company or other entity (other than the Buyer or any of its Affiliates) any Confidential Information, 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 G<|eot_id|> <|start_header_id|>assistant<|end_header_id|>uarantor 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. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>sing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>quirement of a government body, court or administration agency; or (5) is independently developed by an employee of the Receiving Party who has not had access to the information disclosed hereunder. 2. Proprietary Information shall be held in strict confidence by Receiving Party and shall not be used by Receiving Party except for (i) the purposes described in this Agreement, unless disclosure or further use is authorized or consented to in writing by Disclosing Party which consent shall not be unreasonably withheld or delayed and/or (ii) the case where disclosure of the same is required under applicable law or by a governmental order, rule or regulation or by the regulations of any relevant stock exchange or other governmental authority (provided that the Receiving party shall give written notice of such required disclosure to the other party prior to the disclosure). Such consent to disclose Proprietary Information to employees of Receiving Party or its affiliated company (“affiliated Receiving Party”) with a legitimate “need to know” and only for the purposes described in this Agreement is herewith given, but further consent shall be required for disclosure to others or authorization of use by others. For purposes of this Confidentiality Agreement, an "affiliated Receiving Party" means and includes a parent, if any, of Receiving Party and all present and future companies in which Receiving Party, or its parent, individually or collectively, directly or indirectly, through one or more intermediaries, owns or controls fifty percent (50%) or more of the outstanding stock having the right to vote for or appoint directors thereof. Prior to any use or disclosure of Proprietary Information by or to another, Receiving Party shall ensure that the recipient has entered into an agreement limiting the recipient's disclosure and use of Proprietary Information consistent with this Agreement. 3. To enable the Disclosing Party to disclose “technical data” to the Receiving Party in compliance with the requirements of the U.S. Commerce Department’s Export Administrative Regulations, the Receiving Party hereby gives its assurance to the Disclosing Party that the Receiving Party will not knowingly, unless prior written authorization is obtained from the Disclosing Party and the U.S. Commerce Department, export, re-export or otherwise disclose, directly or indirectly, any “technical data” (or computer software and any related documentation) received from the Disclosing Party which is not otherwise available to the general public, nor allow the direct product thereof to be shipped directly or indirectly, to any of the countries published on the restrictive list promulgated and amended from time to time by the U.S. Department of Commerce. Notwithstanding any other provision of this Agreement, this Paragraph 3 shall survive any termination or expiration of this Agreement. 4. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof or upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing Proprietary Information (including all copies thereof) have been destroyed. The Receiving Party understands that nothing herein (a) requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be disclosed if at all solely at the option of the Disclosing Party, or (b) requires the Disclosing Party to proceed with a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ny proposed transaction or relationship in connection with which Proprietary Information may be disclosed. 5. No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. In particular, no licenses are hereby granted directly or indirectly under any patent, copyright, or trademark now held by or which may be obtained by, or which is licensable by Disclosing Party, including but not limited to, any license to make, use or sell any product embodying any Proprietary Information. No other existing Agreement between parties, if any, are modified or terminated by this Agreement. No warranty or representation is made by Disclosing Party hereto that any information transmitted by it hereunder is patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Disclosing Party hereto confers no right to Receiving Party to use in advertising, publicity, or otherwise any trademark or trade name of Disclosing Party, nor confers any authorization to Receiving Party to act as an agent on its behalf for any purpose. 6. This Non-Disclosure Agreement shall remain in full force and effect from the effective date indicated above. Either party may terminate this Agreement by giving the other Party sixty (60) days’ written notice. However the confidentiality obligations and all powers, rights and duties provided herein shall extend for a period of five (5) years following the termination of this Agreement. Neither Party shall assign this Agreement to any third party, without the prior written consent of the other Party. 7. The Parties acknowledge and agree that due to the unique nature of the Disclosing Party’s Proprietary Information, money damages will not be a sufficient remedy for a breach of this Agreement. Because a violation of any of the provisions of this Agreement will likely cause irreparable loss and harm which cannot be reasonably or adequately compensated by damages in an action at law, the Disclosing Party will be entitled to specific performance and injunctive relief or other appropriate equitable relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity to the Disclosing Party. 8. This Agreement shall be governed and construed in accordance with the laws of Delaware, without regard to conflicts of law principles. Any dispute, controversy and/or difference which may arise between the Parties out of or in relation to or in connection with this Agreement, or the breach thereof, which cannot be settled by amicable mutual accord without undue delay, shall be filed in the courts of Delaware. 9. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Proprietary Information, whether written or oral, expressed or implied. The Parties agree that this Agreement is severable and that in the event any provision of this Agreement is held to be illegal, invalid or enforceable, the legality, validity and enforceability of the remaining provisions will not be affected or impaired. IN WITNESS WHEREOF, the parties have respectively caused duplicates of this document to be executed on their behalf by their proper officers and emplo<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>rty uses diligent efforts to limit such disclosure, endeavors to obtain assurance that confidential treatment will be accorded the Confidential Information so disclosed, and notifies Disclosing Party within five (5) days of receipt of such court order or requirement to enable Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. 1. Each Party agrees not to use the Confidential Information in any fashion, form, or manner for any purpose other than the purpose of this Agreement or as any subsequent agreements between the Parties may allow. 2. Each Party may reveal the Confidential Information only to its employees, agents and consultants who have a need to know such information for the purpose of this Agreement and who have been duly informed of the confidential nature of the Confidential Information. Each Party agrees to take reasonable steps to prevent disclosure of the Confidential Information to any other person or entity. 3. Each Party will protect the confidentiality of the Confidential Information by using the same degree of care (but not less than a reasonable degree of care) it uses to protect the confidentiality of its own proprietary and confidential information. 4. Confidential Information disclosed hereunder shall at all times remain the property of the disclosing Party and no Party acquires any intellectual property rights under this Agreement (including but not limited to patent, copyright and trademark rights). Furthermore, no license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder. 5. Confidential Information of either Party may not be copied or reproduced by the other Party without the disclosing Party’s prior written consent. 6. Upon receipt of written notice requesting return of any Confidential Information, the recipient Party will promptly (a) deliver to t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>he disclosing Party all Confidential Information furnished by the disclosing Party to the recipient Party, together with copies thereof, and (b) destroy materials generated by the recipient Party that include or relate to any part of the Confidential Information (including notes, analyses and compilations) without retaining a copy of any such material. At the request of the disclosing Party, any such destruction shall be confirmed in writing by recipient Party. 7. The confidentiality obligations of this Agreement shall not apply to information which (a) has entered the public domain except where such entry is the result of a Party’s breach of this Agreement or another agreement(s), (b) prior to disclosure hereunder was already rightfully in the receiving Party’s possession under no obligation of confidentiality, or (c) subsequent to disclosure hereunder is obtained by the receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the receiving Party. The obligations of this Agreement will not restrict disclosure by either Party pursuant to applicable law, or by order of any court or government agency; provided that, prior to such disclosure the applicable Party shall (i) give notice to the other Party as promptly as possible, (ii) cooperate with the other Party in resisting such disclosure, and (iii) only provide such information as is required by such governmental agency or by a ruling of a court of proper jurisdiction. 8. The term of this Agreement shall continue during the Parties’ business relationship and bind the Parties hereto for a period of three (3) years after the termination of all business relationships between the Parties. Notwithstanding the foregoing, this Agreement shall survive with respect to all Confidential Information that is disclosed before the termination. 9. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and assigns. 10. The Parties acknowledge and agree that irreparable harm may occur if any of the Confidential Information were to be disclosed to third parties or if any use were to be made of the Confidential Information other than that specified in this Agreement, and the Parties further agree that each shall have the right to seek and obtain injunctive relief upon any violation or threatened violation of the terms of this Agreement, in addition to all other rights and remedies availa<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ritten agreement authorizing same. 6. No Warranty. Disclosing Party makes no representation or warranty to Recipient as to the accuracy or completeness of any Confidential Information provided by it and shall not have any liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement. Disclosing Party shall not have any liability to Recipient relating to or resulting from the use of Confidential Information by Recipient or any decisions made by Recipient relating to or resulting from the use of any Confidential Information. 7. No Relationship. This Agreement is intended to provide only for the handling and protection of Confidential Information. It shall not be construed as a teaming, joint venture, partnership or other similar arrangement. 8. Injunctive Relief. The Parties acknowledge that the Confidential Information is a unique and valuable asset of Disclosing Party, and that disclosure in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an Non-disclosure Agreement – v. 1.0 adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality and/or of this agreement, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach or to specific performance or other equitable relief as a remedy available to Disclosing Party. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 9. No Assignment. Neither Party shall assign any of its rights or obligations hereunder, without the prior written consent of the other Party. Any attempted assignment in violation of this section will be void and of no effect. 10. Entire Agreement. This Agreement (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior agreements, understanding or discussions with respect to the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> subject matter hereof; and (b) may not be amended or in any manner modified except by a non-electronic written instrument signed by authorized representatives of both Parties. 11. Choice of Law and Venue. This Agreement and any actions under it shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be heard in the Court of Common Pleas of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum. 12. Export Control. Each Party agrees that it will not directly or indirectly transmit, by way of trans-shipment, export, diversion or otherwise, any Confidential Information of the other Party except in 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|>Non-Disclosure Agreement Background MariAl Associates Ltd are conscious of the sensitive nature of texts supplied to us for translation. We have confidentiality agreements in place with our translators and would be happy to provide a blanket agreement or sign a specific agreement before commencing any work. Please note that any confidential information is destroyed once the matter has completed unless reasonably required. Non-Disclosure Agreement to: hereinafter referred to as ("the Client"). By MariAl Associates Ltd, 36 Gallon Close, Greenwich, London, SE7 8SY hereinafter referred to as ("the Company"). In this agreement: Confidential Information means any information disclosed (whether actual or potential, whether before or after the date of this Agreement, whether in writing, in electronic format, verbally or by any other means and whether directly or indirectly) by or on behalf of the Client to the Company, which relates to the Services including but not exclusively information about venues, prints, contractors, customers, data, employees, sponsors, suppliers, policies, prices, discounts, business development, financial plans, marketing development, manpower plans, methods, services, ideas, projects, rights, products, project development and all other information which might cause considerable harm to the Client and/or to the Client’s business were it to be available and/or used by any third party; Services means the provision of translation and other language services. 1. The Company acknowledges that all Confidential Information made available or disclosed to it by the Client shall remain the exclusive property of the Client and recognises that such documentation is confidential and proprietary to the Client and shall be treated as such and shall not be disclosed to a third party, save as provided in Clause 3 hereunder or as required by any applicable laws, without the prior written consent of the Client. The Company undertakes to return all such documentation at the request of the Client and, in any event, upon conclusion of the Company's need thereof. The Company shall only retain copies of any Confidential Information if necessary in completing the provision of the Services. Any Confidential Information shall at all times be stored securely and the Company shall take reasonable precautions to prevent any unauthorised disclosure. Employee’s and agents of the Company shall only be given access to the Confidential Information in order to proceed with the Services. 2. The Company undertakes to treat all Confidential Information not in the public domain that it may become a party to as a result of providing the Services to the Client and its associates, including the existence of the request for the Services, the names of the parties involved and any information contained in or which otherwise reflects the information in the documentation received from the Client, as confidential. The Company further undertakes that such Information shall not be disclosed to a third party, save as provided in Clause 4 below, without the prior written consent of the Client. 3. The Company hereby discloses that it may subcontract all or part of the Services provided to the Client. In such event the Company will use its reasonable endeavours to ensure that all of its Subcontractors, to whom disclosure of the Information is made, act in accordance with the terms of this Agreement as if each were a party hereto. Any third party to whom Confidential Information is provided shall be informed of the confidential nature of the information disclosed. 4. The parties agree that information is not to be regarded as Confidential Information and that the Company will have no obligation with respect to any information which the Company can demonstrate: 4.1 is publicly available at the time of disclosure; 4.2 is or becomes known to the public through no wrongful act of the Company; 4.3 is used or disclosed with the prior written authoris<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ation of the Client; or 4.4 is disclosed by the Company in compliance with a legal requirement of a government agency or otherwise where disclosure is required by operation of law. 5. This agreement shall come into effect on the date of this Agreement and shall continue in full force and effect indefinitely or until replaced by a further agreement between the parties. 6. General 6.1 No changes to this Agreement are effective unless signed by both parties. 6.2 The Company acknowledges that damages may not adequately compensate for a breach of this Agreement, and that the Client may also seek such other remedies, including injunctions, as it desires. 6.3 This Agreement is governed by and shall be construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English Courts. 6.4 The parties to this Agreement confirm that no terms of this agreement are enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement. Signed for and on behalf of MariAl Associates Signed for and on behalf of ‘Client’ Ltd<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> page hereof. 19. Each party assures the other that it does not intend to, and will not, export or re-export any technical information received under this Agreement, including but not limited to Confidential Information, without compliance with all export control regulations applicable to the Disclosing Party. 20. Each party acknowledges that it may receive material non-public information in connection with its evaluation of the Transaction and that it is aware (and will so advise any person, including its Representatives, to whom it provides Confidential Information) that the United States and other securities laws as may be applicable impose restrictions on trading in securities when in possession of such information and such laws prohibit the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such informatio<|eot_id|> <|start_header_id|>assistant<|end_header_id|>n. The Disclosing Party acknowledges that it is not acting as an advisor to the Receiving Party and will not receive any amount that could be construed as a “minimum fee” within the meaning of United States Treas. Reg. Section 1.6011-4(b)(3) (or any successor thereto). In the event one party claims that the Transaction is a proprietary or exclusive transaction, then that party will confirm in writing to the other party that there is no limitation on disclosure of the United States federal tax treatment or tax structure of the Transaction. 21. No failure or delay by a party to this Agreement in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other right or further exercise thereof or the exercise of any other right, power or privilege. 22. This Agreement shall terminate three (3) years from the Effective Date, and upon termination, neither party shall thereafter have any obligation to the other party under this Agreement. IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Agreement. PITNEY BOWES INC. BORDERFREE, INC. By: /s/ Jeff Brennan (sign) By: /s/ Michael DeSimone (sign) Name: Jeff Brennan Name: Michael DeSimone Title: VP, Corporate Development & Strategy Title: Chief Executive Officer [Signature Page to Non-Disclosure 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|>nd shall be treated by the Reviewer and its Representatives as strictly confidential. The Reviewer further agrees not to disclose, directly or indirectly, any of the Confidential Information to any third party without the prior written consent of the Provider, other than to the following (collectively, the "REPRESENTATIVES"): (i) the Reviewer's directors, officer and employees (including those of its affiliates), and (ii) the Reviewer's attorneys, accountants and financial advisors; in each case only to those persons who have a need to know the Confidential Information for the purpose stated in Section 2. The Reviewer shall inform each of its Representatives prior to such Representative receiving any of the Confidential Information of the requirements of this Agreement, and the Reviewer shall be liable for any breach of this Agreement by its Representatives. (b) Neither party will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3(c) below), without the prior written consent of the other Party, disclose to any person the fact that the Confidential Information exists or has been made available, that the Parties are considering the Transaction or any other transaction involving the Parties, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof. (c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body to disclose any Confidential Information, the Reviewer shall not do so without first giving the Provider written notice of such request(s) so that the Provider may seek an appropriate protective order or other confidential treatment of the Confidential Information. 4. No Representation Concerning Confidential Information. The Reviewer acknowledges and agrees that the Provider, in providing Confidential Information hereunder, makes no representation or warranty as to the accuracy or completeness of the Confidential Information and that the Provider shall have no obligation or liability to the Reviewer or its Representatives resulting from the use of contents of the Confidential Information or from any action taken or any inaction occuring in reliance on the Confidential Information. 5. No Obligation to Disclose Conf<|eot_id|> <|start_header_id|>assistant<|end_header_id|>idential Information. Not withstanding any provision of this Agreement, neither party shall have any obligation to furnish or otherwise disclose Confidential Information to the other Party. 6. Return/Destruction of Confidential Information. If either Party hereto determines not to proceed with the Transaction, it will immediately notify the other Party hereto in writing of that decision. Upon sending of such written notice or earlier upon the request of the Provider, all copies of Confidential Information provided to or in the possession of the Reviewer or its Representatives shall be destroyed or returned promptly to the Provider, together with (i) all copies thereof made by the Reviewer or its Representatives, and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of the Provider, the Reviewer shall provide to the Provider a written certificate as to the return or destruction of such Confidential Information. Any oral Confidential Information will continue to be held subject to this Agreement. 7. Standstill; Non-Solicitation of Employees. (a) Buyer agrees that, for a period of one year from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will, without the prior written consent of CBL or its board of directors: (i) acquire, directly or indirectly, by purchase or otherwise, any voting securities or rights or options to acquire any voting securities, or securities or instruments convertible into voting securities, of CBL; (ii) make, or in any way participate in, directly or indirectly, any "SOLICITATION" of "PROXIES" (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of CBL; (iii) make any public announcement in connection with any of the foregoing; (iv) form, join or participate in a "GROUP" (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) otherwise attempt or join in an attempt by another person or entity that intends to attempt to gain control of CBL. In the event that Buyer becomes aware of any inadvertent acquisition of securities of CBL covered by the foregoing, Buyer shall immediately so notify CBL and as promptly as possible cause such securities to be divested in a commercially reasonable manner. (b) Buyer agrees that, for a period of two years from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will solicit for employment any executive officer or senior employee of CBL; provided, however, (i) Buyer and Buyer's subsidiaries and affiliates shall not be prohibited from employing any such individual who contacts Buyer of any of Buyer's subsidiaries or affiliates on his or her own initiative, and (ii) the foregoing restrictions shall not apply to general solicitations to hire through the use of advertising. Upon Buyer's request, CBL shall provide Buyer with a list of the names and titles of the individuals covered by this Section 7(b). 8. Amendment. No amendment, modification, or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. 9. Breach of Agreement; Indemnity. (a) In the event the Reviewer or any of its Representatives fails in any respect 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|>August 7, 1997 PERSONAL and CONFIDENTIAL Ms. Donna M. Hitscherich Vice President J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260 Dear Ms. Hitscherich: Carpenter Technology Corporation ("we", "our" or "us") has requested information regarding Talley Industries, Inc. (the "Company", "your" or "you") in connection with our consideration of the possible acquisition of the Company (a "Possible Transaction"). In consideration of your furnishing us with the Evaluation Materials (as defined below) we agree as follows: Confidentiality of Evaluation Materials We will treat confidentially any information (whether written or oral) that either the Company or its financial advisor, J.P. Morgan & Co. Incorporated ("JPM"), or the Company's other representatives furnish to us in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by us, or by our representatives (as defined below) which contain or otherwise reflect such information or our review of, or interest in, the Company (collectively, the "Evaluation Materials"). We recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement. The term "Evaluation Materials" includes information furnished to us orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as "confidential". The term "Evaluation Materials" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by us or our representatives, (ii) was or becomes available to us on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to us by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by us. Use of Evaluation Materials We will not use any to the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. We and our representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) any of such information may be disclosed to those of our directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other source<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s of financing (collectively, "our representatives") who we reasonably determine need to know such information for the purpose of evaluating a Possible Transaction between us and the Company (it being understood that our representatives shall be informed by us of the confidential nature of such information and shall be directed by us, and shall each agree to treat such information confidentially) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither we nor our representatives shall use any of the Evaluation Materials for any purpose. We will be responsible for any breach of this Agreement by our representatives. In the event that we or any of our representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, we or our representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) we or our representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which we are advised by counsel is legally required to be disclosed, and shall exercise our best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) we shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by us or our representatives not permitted by this Agreement. Non-Disclosure The disclosure of our possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, we agree that prior to the execution of a Sale Agreement with respect to the closing of a Possible Transaction, without the prior written consent of the Company, we will not, and we will direct our representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between us and the Company or any to the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof unless we are advised by counsel that we are required to make such disclosure. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual. Return of Documents Upon the Company's request, we shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or 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|>we will provide you with prompt written notice and oral notice so that you may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Business waives compliance with the provisions of this Agreement, we will furnish only that portion of the Information which we are advised by the Business or the Business' attorney we are legally required to furnish and we will exercise the efforts directed by the Business to obtain reliable assurance that confidential treatment will be accorded the Information. All costs for actions taken at the direction of the Business shall be subject to indemnification and reimbursement by the Business. 9. We agree that, until the expiration of the term of this Agreement pursuant to Paragraph 10 below, neither we nor any of our affiliates, including any person or entity directly or indirectly through one or more intermediaries, controlling us or controlled by or under common control with us, will purchase, offer or agree to purchase any securities or assets of the Business, enter, or agree to enter into any acquisition or other business combination, relating to the Business, or make, or induce any other entity to make or negotiate or otherwise dea<|eot_id|> <|start_header_id|>assistant<|end_header_id|>l with others for a tender or exchange offer of Common Stock of the Business, solicit proxies, votes or consents other than for nonimees selected by the Business' Board of Directors, and proposals recommended by the Business' Board of Directors, or otherwise seek to acquire control of the Business unless such purchase, transaction, offer, agreement or proposal shall have previously been approved by the Board of Directors of the Business. 10. This Agreement shall expire on December 31, 1999. 11. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 12. We acknowledge that remedies at law may be inadequate to protect against breach of this Agreement and we hereby agree in advance to the granting of injunctive relief in your favor without proof of actual damages. Very truly yours, CRANE CO. By: /s/ N.S. Evans ---------------------------------- Print Name: N.S. Evans Title: CEO ------------------------------- Date: 3/18/98 2<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tion Material. (4) Without the prior written consent of the other party, each party will not, and will cause its Representatives not to, disclose to any person either the status of the investigations, discussions or negotiations taking place concerning a possible transaction between the parties, or that either party has requested or received Evaluation Material from the other party or any of the terms, conditions or other facts with respect to any such possible transaction except as disclosed in that certain letter of intent between the parties dated February 25, 2002. The term "person" as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or individual. The obligations of Scientific Games and MDI under this paragraph (4) shall be subject to their disclosure obligations under federal and state securities laws. (5) It is understood that each party will arrange for appropriate contacts for due diligence purposes. It is further understood that all (i) communications regarding the possible negotiated transaction contemplated hereby, (ii) requests for additional information, (ii) requests for facility tours or management meetings and (iv) discussions or ques<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tions regarding procedures, will be submitted or directed, in the case of Scientific Games, to Mr. Martin E. Schloss or Mr. C. Gray Bethea, Jr., and in the case of MDI, to Steve M. Saferin or Kenneth M. Przysiecki. (6) Each party understands and acknowledges that the other party is making no representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, 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|>iates or Representatives. You further agree that you and your Representatives will be entitled to rely solely on such representations and warranties as may be included in a definitive agreement relating to a Possible Transaction, subject to such limitations and restrictions as may be contained therein. 9. Destruction or Return of Evaluation Material. You may determine not to pursue a Possible Transaction at any time and for any, or no, reason, and will promptly inform the Company at any time such a decision is made. Upon the Company’s demand, you shall, at your sole option, either promptly (a) destroy the Evaluation Material and any copies thereof, or (b) return to the Company all Evaluation Material and any copies thereof, and, in either case, confirm in writing to the Company that all such material has been destroyed or returned, as applicable, in compliance with this letter agreement. It is understood that information in an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as “computer or system back-ups”) but that such information will continue to be protected under the confidentiality requirements and non-use limitations contained in this letter agreement, and you and your Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder. Notwithstanding the foregoing, you and your Representatives may retain one copy of any work product prepared by you or them that contains Evaluation Material to the extent necessary or advisable pursuant to applicable legal or regulatory requirements, professional standards or reasonable business practice; provided that you and such Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder with respect to such work product. 10. Injunctive Relief. You acknowledge and agree that money damages may not be a sufficient remedy for any breach of this letter agreement by you or your Representatives and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, without proof of damages, and each party further agrees to waive, and shall 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 letter agreement, but will be in addition to all other remedies available at law or in equity. 11. Definitive Agreement. You agree that unless and until a definitive agreement between the Company and you with respect to the Possible Transaction (a “Definitive Agreement”) has been executed and delivere<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to a Possible Transaction by virtue of this letter agreement or any other written or oral expression except, in the case of this letter agreement, for the matters specifically agreed to herein. In addition, you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Possible Transaction other than claims under any Definitive Agreement relating to a Possible Transaction or under this letter agreement. For purposes of this letter agreement, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you. The agreement set forth in this paragraph may be modified or waived only by a separate writing by the Company and you expressly so modifying or waiving such agreement. 12. Process Agreements. You acknowledge that (a) the Company shall be free to conduct a process for a Possible Transaction as it in its sole discretion shall determine (including, without limitation, negotiating with any other prospective buyers and entering into a definitive agreement without prior notice to you or to any other person), <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 RECEIPT OF PROPRIETARY INFORMATION THIS NONDISCLOSURE AGREEMENT is by and between the National Institute of Standards and Technology (“NIST”), which is the party receiving proprietary information, and [Name of Disclosing Party], which is the party disclosing proprietary information (“Discloser”), in order to protect the confidential information which is disclosed by Discloser to NIST. The parties hereto agree as follows: 1. The information disclosed by Discloser to NIST under this Agreement is [detailed, non-proprietary description of proprietary information] (“Proprietary Information”). The following NIST’s representative(s) will be rece<|eot_id|> <|start_header_id|>assistant<|end_header_id|>iving Proprietary Information: [List the names of the NIST Employees]. NIST shall not disclose the Proprietary Information to any of its employees other than those who have a need to review it and which employees are legally obligated to honor the confidentiality provisions herein. 2. NIST shall keep the information confidential and shall use the Proprietary Information only for internal experimental purposes or evaluation of the Proprietary Information. NIST shall not make any copies of the Proprietary Information except as necessary for its employees who are entitled to review it under Section 1 above. Any copies which are made shall be identified as belonging to Discloser and marked as “confidential.” 3. To the extent permitted by law, NIST shall protect the disclosed Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or p<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>etitive Business that sells or distributes Competitive Products, directly or indirectly, for ultimate purchase by consumers in the Protected Market, without regard to whether the Competitive Business has any office, manufacturing or other business facilities within the Protected Market. 3. No Interference with the Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, Seller will not, directly or indirectly, solicit, induce or influence any customer, supplier, lender, lessor or any other Person that has a business relationship with the Business in the Protected Market, or which had on the date of this Agreement a business relationship with the Business in the Protected Market, to discontinue or reduce the extent of such relationship with the Business in the Protected Market; it being understood that, nothing herein shall restrict Seller from carrying on or transacting business with any such Person in respect of any Seller Exclusive Products. 4. No Disclosure of Proprietary Information. Seller hereby agrees that, during the Restricted Period, it will not, directly or indirectly, disclose to anyone, or use or otherwise exploit for its own benefit or f<|eot_id|> <|start_header_id|>assistant<|end_header_id|>or the benefit 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 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|>ventions, discoveries, writings, programs, and improvements made by him or her pertaining to or useful in the business of FRANKLIN during his or her period of employment by FRANKLIN, and any improvements to his or her invention, writings, programs, and discoveries, made, conceived or acquired by him or her no later than one year after the termination of employment, whether made or conceived solely or jointly with others, whether during regular business hours or otherwise; said Inventions, discoveries, writings, programs or improvements shall become and remain the property of FRANKLIN whether o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>r not patent applications or copyright, trademark, or maskwork registrations are filed thereon. 2. EMPLOYEE shall from time to time, upon request and at the expense of FRANKLIN, make application through the attorneys for FRANKLIN for any letters patent or copyright or maskwork registrations of the United States, and any and all foreign countries, on said inventions, discoveries, writings, programs or improvements, and assign and transfer all said applications, inventions, discoveries, writings, programs, and improvements to FRANKLIN or its nominee, without further consideration. 3. EMPLOYEE shall from time to time, upon request of FRANKLIN execute all papers and do all other things that may be reasonably required in order to protect the rights of FRANKLIN, and to vest in FRANKLIN or its successors or assigns the entire rights, title and interest in and to any and all inventions, discoveries, writings, program improvements, and applications for letters patent or copyright or maskwork registrations relating to anything pertaining to or useful in the business of FRANKLIN as provided above. 4. EMPLOYEE further agrees not to divulge to any third party, either during his or her employment or thereafter, any confidential information conceived by him or her, disclosed by FRANKLIN, or obtained by him or her while in the employment of FRANKLIN relating in any way to any of FRANKLIN'S processes, businesses, customers, trade secrets, apparatus, products, software, packages, programs or trends in research, or to any of the inventions, discoveries, writings, programs, and improvements covered hereby, and agrees to maintain this inform<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may in its sole discretion and expense seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives are nonetheless, in the opinion of outside counsel, legally compelled to disclose Evaluation Material or Discussion Information to any tribunal, the Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party uses reasonable efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material and the Discussion Information by such tribunal at the Disclosing Party’s expense. The Receiving Party recognizes and acknowledges the competitive value of the Evaluation Material and the damage that could result to the Disclosing Party if the Evaluation Material were used or disclosed except as authorized by this letter. In the event that either party decides not to proceed with a Possible Transaction, such party will promptly inform the Company of that decision. Upon the request of the Disclosing Party in its sole discretion and for any reason, the Receiving Party will as directed by the Disclosing Party promptly (and in no event later than five business days after the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> request therefor) deliver to the Disclosing Party or destroy all Evaluation Material and Discussion Information (and any copies thereof) and cause its Representatives to do the same and the Receiving Party shall provide the Disclosing Party with written confirmation of destruction; provided that outside counsel to the Receiving Party may retain one copy of the Evaluation Material in confidential restricted access files for use only in the event a dispute arises between the parties hereunder and only if reasonably related to such dispute. Notwithstanding the return or destruction of the Evaluation Material and Discussion Information, the Receiving Party and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder. The Receiving Party understands, acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or the Discussion Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or to any of its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in 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, will have any legal effect. In consideration of the Evaluation Material being furnished to the Receiving Party, the Receiving Party hereby agrees that, for a period of one year from the date hereof, neither the Receiving Party nor any of its Representatives will solicit to employ (i) any of the officers of the Disclosing Party or (ii) any of the employees of the Disclosing Party with whom the Receiving Party has contact or who are specifically identified to the Receiving Party by the Disclosing party or any of its Representatives for purposes hereof during the period of the Receiving Party’s investigation of the Disclosing Party, in either case without obtaining the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may engage in general solicitations for employees in the ordinary course of business and consistent with past practice and that the Receiving Party may solicit or employ any employee of the Disclosing Party six months after such party’s employment has been terminated by the Disclosing Party. The Receiving Party acknowledges and agrees that it is aware (and that its Representatives are aware or, prior to receipt of any Evaluation Material or Discussion Information, will be advised by the Receiving Party) of the restrictions imposed by the United States federal securities laws on a person possessing material non-public information about a public company and that the Receiving Party and its Representatives will comply with such laws. Subject to the following paragraph, you agree that, for a period of one year from the date of this letter agreement, unless specifically invited in writing by the Company, neither you nor any of your Representatives will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries; provided that this<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>out 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, de<|eot_id|> <|start_header_id|>assistant<|end_header_id|>mands 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: Co<|eot_id|>