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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|> other third party. In addition, during 2000, you agree not to undertake any unusual efforts to research the business, operations, prospects or finances of the Disclosing Party, where such research efforts would include discussions with any third party, except in the ordinary course of business. 6. Employees. For a period of two (2) years Recipient (or any agent or affiliates of the Recipient) will not have discussions with any "Covered Employees" of the Disclosing Party regarding employment opportunities with the Recipient or any of its affiliates. "Covered Employees" will include any person who is employed by the recipient as a part or full time employee either as of the date of this Agreement, or persons that subsequently become employees of the Disclosing Party. However, if a person subsequently terminates their employment with the Disclosing Party, then the recipient can have such discussions with that person, after a 5-day waiting period. In addition, if the Recipient published a general posting for employment opportunities in any publication or web site, and one of the Recipient's Covered Employees should respond to the posting, then the Recipient will be free to have such discussions with that person. 7. Survival. This Agreement shall survive the execution of any subsequent contract between the parties hereto, excepting solely if the subsequent<|eot_id|> <|start_header_id|>assistant<|end_header_id|> contract relates to the Matter and expressly addresses Recipient's non-disclosure obligations with respect to the Matter. 8. Preservation of Markings. Recipient shall not alter or delete any markings on any Information or Item restricting its disclosure, use or reproduction or indicating its proprietary or private status. Recipient shall include all such markings in all copies of any Information which it makes. 9. No Proprietary Right; Return of Information or Items. Nothing herein shall confer upon Recipient any right, title, interest or license whatsoever in or to any Information or Items. At the end of our discussions regarding the Matter, the Disclosing Party has the right to request that the Recipient return all Information or Items to the Disclosing Party. 10. No Obligations regarding any Transaction. Neither party is under any obligation to pursue or conclude a transaction in connection with the Matter. Both parties will bear their own expenses associated with discussions pertaining to the Matter. 11. No Representations or Warranties. The Disclosing Party makes no representation or warranties of any nature regarding the accuracy or completeness of the Information or Items provided to the Recipient at this time. 12. Injunction. In the event of any breach of this Agreement by either party, or any threatened or attempted breach by either party, the other party to this Agreement shall be entitled to an injunction against the breaching party. Nothing contained herein precludes the other party from pursuing any other remedies available hereunder or at law or equity for such breach, including the recovery of damages. 13. General 13.1. This agreement constitutes the entire, final and complete agreement between the parties relevant to the subject matter hereof, and it supersedes and replaces all written and oral agreements relevant to the subject matter made or existing by and between the parties or their representatives, and there shall be no modifications hereto unless it is in writing signed by the parties. 13.2. Validity, interpretation, performance, remedies, and all other issues relating to this Agreement shall be governed by the internal law of the State of New York. 13.3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. MPD TECHNOLOGIES, INC. TELEFONAKTIEBOLAGET LM ERICSSON Signature: /s/ Thomas V. Gilboy Signature: /s/ Rolf Eriksson --------------------- ------------------------ Name: Thomas V. Gilboy Name: Rolf Erik<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>valuation 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 Agreement 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 CORP<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ORATION 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|>nfidential Information or any copy thereof to any third party or otherwise use the Confidential Information other than for the purpose intended under this Agreement. The Receiving Party may disclose the Confidential Information only to employees or consultants of the Receiving Party to have a “need to know” the Confidential Information in order to enable the Receiving Party to use the Confidential Information for the purpose intended under this Agreement and are legally bound not to use or disclose the Confidential Information for any other purpose. The Receiving Party shall treat the Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. This obligation shall be binding on all employees, officers, subsidiaries, a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ffiliates or successors of the Receiving Party and shall continue for a period of five years from the date that the Confidential Information is provided to the Receiving Party, regardless of whether the Agreement has been terminated. The Receiving Party may disclose Confidential Information if so required by judicial or administrative process, provided that it shall promptly notify the Disclosing Party so as to allow the Disclosing Party reasonable time to oppose such process, and provided that Receiving Party shall minimize such disclosure to the extent possible. 3. PROPRIETARY NATURE. 3.1 Ownership. All Confidential Information is and shall remain the property of the Disclosing Party. The parties acknowledge that all Confidential Information is the sole property of the Disclosing Party and that the Receiving Party shall not acquire any proprietary interest in the Confidential Information. All applicable rights to mask works, topographies, patents, copyrights, trademarks and trade secrets with respect to the Confidential Information are retained exclusively by the Disclosing Party. 3.2 Disclaimer. Except as may otherwise be set forth in another signed, written agreement between parties, the Disclosing Party makes no representation or warranty as to accuracy, completeness, condition, suitability, patentability or performance of the Confidential Information, and the Disclosing Party shall have no liability whatsoever to the Receiving Party resulting from its use of the Confidential Information. 4. TERMINATION. Either party may terminate this Agreement at any time by written notice to the other party. Upon such termination or other expiration of this Agreement, the Receiving Party will return all of the Confidential Information in written or other tangible form, including any copies made, to the Disclosing Party together with certification that any other copies or notes or summaries (to the extent including the Confidential Information) have been destroyed. The provisions of Sections 1 through 5 of this Agreement shall survive any termination or expiration. 5. INJUNCTIVE RELIEF. The parties acknowledges that a Disclosing Party will be irreparably harmed if the Receiving Party's obligations under this Agreement are not specifically enforced and that the Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation by the Receiving Party of the Receiving Party's obligations. Therefore, in addition to all other remedies it may have, the Disclosing Party shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by the Receiving Party or the Receiving Party's employees or agents without the necessity of the Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy, and without posting a bond. 6. MISCELLANEOUS. Neither party shall assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party; failure by a party to enforce any provisions of this Agreement at any time shall in no manner affect the right of that party at a later time to enforce any provision of this Agreement; this Agreement shall be governed by and construed in accordance with the laws of England without reference to the principles of conflict of laws; in the event that any word, phrase, clause, sentence or other provision herein shall violate any applicable statute, ordinance or rule of law in any jurisdiction which governs this Agreement, such provisions shall be effective to the extent of such violation <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>h it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Recipient agrees that, to the extent that it has actually received Confidential Information pursuant to this Agreement that constitutes material non-public information, it will not trade any securities of CEDC or any of its Subsidiaries prior to the termination of this Agreement and that it will not use any Confidential Information in contravention of the United States securities laws. 7. Termination. 7.1 The provisions of this Agreement shall continue in full force and effect at all times until the earliest to occur of (i) the filing of an exchange offer, offering memorandum or disclosure statement with respect to the 2016 Notes or Convertible Notes, provided that, to the extent CEDC and the Recipient continue discussions on the terms of a Restructuring following such filing, this period shall extend until the filing of an amended exchange offer, offering memorandum or disclosure statement reflecting such discussions or (ii) 9:00 a.m. (GMT) on March 5, 2013, whereupon this Agreement shall terminate and be of no further force or effect (the “Termination Date”), other than with respect to the rights and obligations of CEDC and Recipient per Section 7.2 hereof. 7.2 On the Termination Date, CEDC shall publicly file a document (the “Cleansing Document”) containing all of the written and oral Confidential Information that constitutes material non-public information and that was provided by CEDC or its advisors to any of (a) the Recipient or its Representatives or (b) any holder of securities who is subject to a confidentiality agreement substantially similar to this Agreement (or to such holder’s Representatives) that was subsequently shared with the Recipient or its Representatives; provided that such Confidential Information shall not include any information only disclosed to the Recipients' advisors and specifically designated as ‘Non-Cleansing Information’ by CEDC at the time of such disclosure (such Confidential Information other than the ‘Non-Cleansing Information’ being the “Disclosure Information”). As promptly as practicable, CEDC will provide the Recipient with a draft of the Cleansing Document. The Cleansing Document shall be the offering memorandum and/or disclosure statement and/or Form 8-K or any periodic report required or permitted to be filed under the Exchange Act with the Securities Exchange Commission (the “SEC”) or, if the SEC’s EDGAR filing system is not available, in such other manner that CEDC reasonably determines results in public dissemination of such information. If CEDC does not file the Cleansing Document on the Termination Date as required in accordance with this Section 7.2, then Recipient and/or its Representatives shall be entitled to disclose the Confidential Information that was provided by CEDC or any of its Subsidiaries hereunder without liability to the extent that Recipient or its Representatives reasonably believes that the information constitutes material non-public information that is required to allow it to freely trade, through the issuance of a press release or similar form of public communication, without any liability or breach under this Agreement (such an announcement, the “Recipient’s Cleansing Announcement”). For the avoidance of doubt, if the Cleansing Document filed by CEDC pursuant here<|eot_id|> <|start_header_id|>assistant<|end_header_id|>to is not in sufficient detail to ensure that, in the reasonable opinion of each of the Recipients or their Representatives, the Recipients and their Representatives will be cleansed of any Confidential Information hereunder such that, following the filing of the Cleansing Document by CEDC, no Recipient shall be restricted, prevent<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>and administration shall be determined in accordance with Indiana law. 13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank’s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. 14. “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreeme<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nts between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. 15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. 16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. 17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. 18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement. 19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living. 20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. 21. Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. 22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information 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|>the Confidential Information are granted to the Recipient, by implication or otherwise, by virtue of Confidential Information being made available to the Recipient or any of the Recipient’s Representatives. 6. The Recipient acknowledges and agrees that the Company would not have an adequate remedy at law and would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information or in the event that any of the provisions of this Agreement were not performed by the Recipient and the Recipient’s Representatives in accordance with their specific terms or were otherwise breached by the Recipient or any of the Recipient's Representatives. Without prejudice to the rights and remedies otherwise available to the Receiver, the Recipient agrees that the Receiver shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by the Recipient or the Recipient's Representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to the Receiver or the Company. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that the Recipient or any of the Recipient's Representatives have breached this Agreement, then the Recipient shall be liable and pay to the Receiver the reasonable costs and expenses (including attorney's fees on a full indemnity solicitor and his own client basis) incurred by the Receiver in connection with such litigation, including any appeal therefrom. The Recipient shall indemnify and hold harmless the Receiver and the Receiver's directors, officers, employees, consultants, representatives, advisors and agents from all damages and losses of any nature whatsoever (including consequential damages) arising out of a breach by the Recipient or any of the Recipient's Representatives of any of the terms and conditions of this Agreement. 7. The Recipient agrees that the Receiver shall not disclose to the Recipient or any of the Recipient’s Representatives information about identifiable individuals forming part of the Confidential Information ("Personal Information") unless required by the Recipient, acting reasonably, for the purpose of evaluating the Transaction. If Personal Information is provided to the Recipient, then: (a) the Recipient shall comply with the Canada Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, as amended, and any similar provincial legislation governing the protection of personal information in the private sector applicable to the Recipient in the course of collecting, using and disclosing Personal Information in connection with the Transaction; (b) prior to the closing of the Transaction (the "Closing"), the Recipient shall: (i) collect and use Personal Information only for the purpose of evaluating the Transaction; (ii) only disclose Personal Information to those of the Recipient’s Representatives who need to know such Personal Information for the purpose of evaluating the Transaction; and (iii) use appropriate security measures to safeguard all Personal Information against unauthorized collection, access, use or disclosure; and (c) if the Transaction proceeds, following the Closing, the Recipient shall, and shall cause its Representatives to, use or disclose Personal Information obtained as a result of the Transaction only for purposes of carrying on the business conducted by the Company or the carrying out of the objects for which the Transaction took place or otherwise for purposes for which such Personal Information was collected by the Company, unless the consent for other use or disclosure has been obtained from t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>he individuals to whom such Personal Information relates has been obtained as permitted or required by law. 8. In the event you or any of the Recipient's Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process) to disclose any of the contents of the Confidential Information, or either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Receiver and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company agrees that you and the Recipient's Representatives may do so without liability, provided you (i) cooperate with the Receiver in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information, and (ii) if no protective order is obtained and disclosure is required, (a) furnish only that portion of the Confidential Information that, in your counsel's opinion, you are legally compelled to disclose, and (b) take all reasonable measures to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. 9. The Receiver may elect at any time to terminate further access by the Recipient to the Confidential Information. If at any time the Recipient determines not to proceed with the possible Transaction, the Recipient will promptly notify the Receiver in writing. Following any request by the Receiver or any of its Representatives, the Recipient agrees (i) to promptly re-deliver to the Receiver all written Confidential Information and any other written material containing or reflecting any of the Confidential Information in the possession of the Recipient or the Recipient's Representatives, (ii) the Recipient and the Recipient's Representatives will not retain any copies, extracts or other reproductions in whole or in part, mechanical or electronic, of such written material, and (iii) all Notes prepared by the Recipient or the Recipient's Representatives will be destroyed, with all such destruction being confirmed by the Recipient to the Receiver in writing. 10. Except to the extent necessary to carry out the Permitted Purpose, none of the Recipient or its Representatives are allowed to make copies of Confidential Information without the prior written approval of the Receiver (excepting that copies made by virtue of electronic communications or storage or printed copies for review by a permitted individual shall not be a breach of this prohibition). 11. Notwithstanding Section 9 or anything to the contrary in this Agreement, the Recipient and its Representatives are not required to destroy any computer files containing the Confidential Information that are created during automatic computer system backup, provided that such files are stored securely by the Recipient and its Representatives, cannot be destroyed without undue efforts, and access to such files are limited. With respect to such backup computer files, the non-use and confidentiality obligations set forth in this Agreement shall apply in perpetuity and survive expiration or termination of this Agreement. 12. If 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|> legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction. 7. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following m<|eot_id|> <|start_header_id|>assistant<|end_header_id|>eans: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Agreement shall be addressed to the addresses stated at the outset of this Agreement, or to new or additional addresses as the Parties may be advised in writing. 8. This Agreement is to be governed by and construed in accordance with the laws of the state of . Neither Party shall be deemed to waive any of its rights, powers or remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding upon and inure to the benefit of the Parties and their successor and assigns. 9. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, and is intended as the Parties’ final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral. Neither Party is to be bound by any pre-printed terms appearing in the other Party’s form documents, tariffs, purchase orders, quotations, acknowledgments, invoices, or other instruments. This Agreement may be amended or modified only by an instrument in writing signed by both Parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers on the day and year first above written. By: By: Name: Name: Title: Title: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ch party (its "Affiliates"), agree as follows: 1. Scope. For purposes of this Agreement, the "Proprietary Information" of a party disclosing information (the "Discloser") means any and all information, including, without limitation, all oral, written, graphical, and electronic information disclosed to the party receiving the information (the "Recipient") pursuant to, or in connection with the transactions contemplated by, the Credit Agreement, whether delivered to the Recipient directly by the Discloser or indirectly through an agent of the Discloser or Recipient. 2. Limitation. The term "Proprietary Information" does not include information which: (a) has been or may in the future be published or is now or may in the future be otherwise in the public domain through no fault of the Recipient; (b) prior to disclosure pursuant to this Agreement is properly within the legitimate possession of the Recipient; (c) subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure; (d) is independently developed by the Recipient through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information; (e) is approved for disclosure by prior written permission of an authorized signatory of Discloser; or (f) is obligated to be produced by law or under order of a court of competent jurisdiction or other similar requirement of a governmental agency, or is required to be disclosed to, or is requested by, the Recipient's outside auditors or examiners in connection with an audit or examination or so long as the party required to disclose the information provides the other party with prior written notice of any required disclosure pursuant to such law, order or requirement. 3. Use. Each party agrees to use the Proprietary Information received from the other party only for the purpose of the servicing or protection of its interests in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined in the Credit Agreement). No other rights, and particularly licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under the Credit Agreement or this Agreement or by the conveying of Proprietary Information between the parties. Each party agrees that the other may disclose Proprietary Information received by it to its Affiliates, employees not permitted under the Credit Agreement and agents, subject to the terms of this Agreement. 4. Reproduction. Proprietary Information supplied is not to be reproduced in any form except as required to accomplish the intent of this Agreement. 5. Duty of Care. All Proprietary Information must be retained by the Recipient in accordance with its customary procedures for handling confidential information of this nature and disclosed only to the Recipient's Affiliates or employees (or , attorneys, accountants and agents who have a non-disclosure obligation at least as restrictive as this Agreement) who need to know such information for purposes of the servicing or protection of its inter<|eot_id|> <|start_header_id|>assistant<|end_header_id|>est in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined under the Credit Agreement) and the transactions contemplated thereby and to such third parties as the Discloser has consented to by prior written approval. In addition, the Recipient must provide the same care to avoid disclosure not permitted under the Credit Agreement or unauthorized use of the Proprietary Information as it provides to protect its own similar proprietary information. 6. Ownership. All Proprietary Information, unless otherwise specified in writing, (a) remains the property of the Discloser, and (b) must be used by the Recipient only for the purpose stated herein. Upon termination of this Agreement, all copies of written, recorded, graphical or other tangible Proprietary Information must either be returned to the Discloser, or destroyed (i) after the Recipient's need for it has expired or (ii) upon the request of the Discloser. At the request of the Discloser, the Recipient will furnish a certificate of an officer of the Recipient certifying that any Proprietary Information not returned to Discloser has been destroyed. 7. Right to Disclose. Each party warrants that it has the right to disclose all Proprietary Information which it will disclose to the other party pursuant to this Agreement, and each party agrees to indemnify and hold harmless the other from all claims by a third party related to the wrongful disclosure of such third party's information. Otherwise, neither party makes any representation or warranty, express or implied, with respect to any Proprietary Information. Neither party is liable for indirect, incidental, consequential, or punitive damages of any nature or kind resulting from or arising in connection with this Agreement. 8. Right to Enjoin Disclosure. The parties acknowledge that a Recipient's unauthorized disclosure or use of Proprietary Information may result in irreparable harm. Therefore, the parties agree that, in the event of violation or threatened violation of this Agreement, without limiting any other rights and remedies of each other, a temp<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ecurities, by contract or otherwise. 5. Extension of Restricted Period. The Restricted Period shall be extended by the length of any period during which the Seller Parties are in breach of the terms of this Agreement. 6. Amendments and Supplements<|eot_id|> <|start_header_id|>assistant<|end_header_id|>. This Agreement may not be amended, modified or supplemented by the parties hereto in any manner, except by an instrument in writing signed by the Seller Parties and the Buyer Parties. 7. No Waiver. The terms and conditions of this Agreement may be waived only by a written instrument signed by the party waiving compliance. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breac<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>uld not be a sufficient remedy for a breach or a threatened breach of this Agreement and that each party shall be entitled to specific performance and injunctive or other equitable relief, without the posting of a bond or other security, as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity.26 Such injunctive or other equitable relief shall be available without the obligation to prove any damages underlying such breach or threatened breach. [In the event of any legal proceedings for the enforcement of this Agreement, the reasonable costs and expenses incurred by the prevailing party and its Representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction in connection with such proceedings, including attorney fees and disbursements, shall be reimbursed by the non-prevailing party.] 10. No Waiver of Privilege. To the extent that any Evaluation Material includes materials subject to the attorney-client privilege, such disclosure is inadvertent and the Company is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or <|eot_id|> <|start_header_id|>assistant<|end_header_id|>similar protections and privileges as a result of disclosing any Evaluation Material (including Evaluation Material related to pending or threatened litigation) to Buyer or any of its Representatives. 11. Residual Knowledge. The parties acknowledge and agree that Representatives of Buyer who have received or have been exposed to Evaluation Material may further develop their general knowledge, skills and experience (including general ideas, concepts, know-how and techniques), which may be based in whole or in part on such Evaluation Material. Notwithstanding anything in this Agreement to the contrary, the subsequent use by such Representative of such general knowledge, skills and experience, as retained in their unaided memories, will not in itself constitute a breach of this Agreement.27 12. Term. Except for Sections 13(i) (Governing Law; Forum), 13(j) (WAIVER OF JURY TRIAL) and 13(k) (Conflict Waiver), which shall be binding in perpetuity or until the latest date permitted by Applicable Law, [the last sentence of Section 5]28 and Sections 7 and 8 which shall survive in accordance with their respective terms, this Agreement shall expire upon the date that is [] year[s] after the date of this Agreement.29 13. Miscellaneous.30 27 Disclosing parties may choose not to include this provision in a first draft. (a) Entire Agreement. This Agreement contains the sole and entire agreement between the parties with respect to the matters set forth herein. (b) Data Site Provision. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which Buyer or any of its Representatives is granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except in accordance with Section 13(f). (c) Ownership of Evaluation Material; No License. All Evaluation Material is and shall remain property of the Company. Buyer acknowledges and agrees that none of the Company nor any of its Representatives grants any license to or other property right or interest in, by implication or otherwise, any copyright, patent, trademark, mask work, database or other intellectual or intangible property or proprietary information disclosed, embodied, fixed, comprised or contained in any Evaluation Material. (d) No Financing Exclusivity. Buyer hereby represents and warrants that it is not party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other person to provide financing (debt, equity or otherwise) to any other person for the Transaction or any similar transaction, and Buyer hereby agrees that it will not directly or indirectly restric<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 law, order, decree, regulation, or governmental agency request. The term “person” as used in these provisions shall be broadly interpreted to include without limitation any corporation, company, partnership, individual or group. 5. In the event that the Receiving Party is required by applicable law or regulation or by legal process to disclose any of the Information, the Receiving Party agrees that it will provide the Providing Party with prompt written notice of such request(s) prior to the required disclosure and the Providing Party shall use reasonable efforts, at its own expense, to seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the Receiving Party shall disclose only that portion of the Information which is legally required and shall use its best efforts to obtain assurances that confidential treatment will be accorded to such Information. 6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing <|eot_id|> <|start_header_id|>assistant<|end_header_id|>or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain that portion of the Information for legal, regulatory or internal compliance purposes, which will continue to be treated as confidential on the terms hereof. 7. The Parties agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provision of the Information is not intended to and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 8. Any breach or threatened breach of this Agreement shall constitute a breach that may cause irreparable injury, not readily measurable in money, and for which the Providing Party, without waiving any other rights or remedies at law or in equity, shall be entitled to seek injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein shall be cumulative and not exclusive and in addition to any and all other rights or remedies which the Providing Party may have under this Agreement or otherwise. 9. The Parties agree that, in the event of loss or damage to the Providing Party as a result of breach of the provisions of this Agreement, the Receiving Party shall be liable only in respect of loss or damage resulting directly from the breach, and no liability will be accepted in respect of any special, indirect, incidental or consequential losses or damages whatsoever (including, but not limited to, lost profits or revenue) suffered by the Providing Party or any person connected with the Providing Party, arising out of the performance or breach of this Agreement, whether claims for said losses or damages are premised on contract, tort (including negligence), or otherwise. 10. It is further understood and agreed that no failure or delay by any of the Parties to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No modification, amendment or waiver of this Agreement shall be binding unless it is in writing and signed by each of the Parties. There are no third party beneficiaries to this Agreement. 11. This Agreement shall be governed in accordance with the laws of England and Wales without giving effect to conflict of law principles, and the Parties agree to submit to the non-exclusive jurisdiction of the English courts. 12. This Agreement constitutes the entire and only agreement between the Parties relating to the non-disclosure of 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|>Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ake all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention. 4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose. 5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded. 6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any pate<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>teer agrees not to, without prior written consent from the Certification Council for Professional Dog Trainers, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event shall Volunteer use Confidential Information in a manner that is in any way detrimental to the Certification Council for Professional Dog Trainers.  Volunteer agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, any Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to the CCPDT.  Volunteer acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to CCPDT’s business shall remain exclusively the property of the Certification Council for Professional Dog Trainers and shall only be used by Volunteer for the purpose(s) permitted by the Certification Council for Professional Dog Trainers.  Volunteer further agrees that upon termination of service with CCPDT, Volunteer shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of CCPDT and all copies, electronic or otherwise, thereof relating in any way to the Certification Council for Professional Dog Trainers’ business, or in any way obtained during the course of service. Volunteer further agrees that no copies, electronic or otherwise, notes or abstracts of the fo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>regoing shall be retained and that all information will be returned not destroyed. Volunteer Conflict of Interest  Volunteers shall avoid personal and professional conflicts of interest in all matters pertaining to the Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships.  If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer shall discuss the issue with the President of the Certification Council for Professional Dog Trainers (or the Vice President if the Volunteer is the President).  Depending on the type of volunteer work required from the individual, a volunteer may be asked to sign the CCPDT Conflict of Interest Policy prior to commencing service with the CCPDT. Volunteer Code of Conduct  Volunteers shall act fairly and be impartial and unbiased in their service to the Certification Council for Professional Dog Trainers and to the population of Certificants and candidates.  Volunteers shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteers shall not speak or act on behalf of the Certification Council for Professional Dog Trainers without proper written authorization from the CCPDT.  Volunteers shall support the decisions of the Certification Council for Professional Dog Trainers.  Volunteers shall participate in the activities required of them to fulfill their charge(s) and serve the mission of the Certification Council for Professional Dog Trainers.  Volunteers shall be an advocate for the CCPDT’s certification programs and support its mission.  Volunteers shall acknowledge that failure to uphold and abide by the Volunteer Code of Conduct may result in removal from participation in the certification program and volunteers shall willingly accept their termination as discussed in the next section. Remedies  Violation of this Agreement will be grounds for termination of service with the Certification Council for Professional Dog Trainers. A Committee Chair plus any two members of the Executive Committee may elect to remove a volunteer at any time.  The provisions of this Agreement and Volunteer’s obligations hereunder shall survive any expiration, termination, or rescission of this Agreement and remain even after Volunteer’s relationship with the Certification Council for Professional Dog Trainers ends. Except as <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> sole and exclusive venue and jurisdiction of the courts of the State of New York for any action, suit or proceeding arising out of or relating to this Agreement and hereby agree not to commence any action, suit or proceeding related thereto except in such courts. 14. Except as otherwise provided in paragraph 8 above, this Agreement and all obligations of the parties hereunder, notwithstanding anything to the contrary that may be contained herein, shall terminate one (1) year from the date of this Agreement. Manpower Inc., Comsys IT Partners, Inc., a Wisconsin corp<|eot_id|> <|start_header_id|>assistant<|end_header_id|>oration a Delaware corporation By: /s/ Michael J. Lynch By: /s/ David L. Kerr Name: Michael J. Lynch Name: David L. Kerr Vice President, General Counsel International Senior Vice President Title Title November 19, 2009 11/19/09 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-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT This is to confirm that each of the named signatories, separately and individually and their associates hereby agree that his/her corporation(s), division(s), employees, agents and/or consultants will not disclose, make contact with or otherwise be involved in any transaction involving that certain proprietary information and/or client(s), merchant(s), customer(s) has been disclosed by the following companies; Consumers On-Line Development Group, Inc., C.O.L.D. Consumer Net Partners C.N.P. Consumer Net Marketplace C.N.M. CNM Network C.N.M.N. SportCenter Partners S.C.P. SportCenter On-Line S.C.O.L. hereinafter referred to as the "THE COMPANIES", which is hereby made a part hereto this agreement, without the express approval of THE COMPANIES. I/we further agree that in consideration of that certain information of this agreement that I/we fully agree to hold all information confidential and that such information will remain the express property of THE COMPANIES. It is understood that this agreement is a reciprocal one between the signatories concerning the exchange of privileged information and contacts and will be held as confidential unless otherwise released or agreed as to the release only in written documentation by THE COMPANIES. It is also understood that a signatory cannot be considered or adjudged to be in violation of this agreement when the violation is involuntary, due to the situations beyond his/her control: examples being acts of GOD and/or civil disturbances. Essentially, the spirit behind this agreement is one of mutual trust and conf<|eot_id|> <|start_header_id|>assistant<|end_header_id|>idence, and one of reliance on each other to do what is fair and equitable. It is agreed that any disputes that result between the parties whose signatures appear below shall be submitted to arbitration in accordance with The State of California Code of Procedure. The written determination of the arbitration shall be final, binding, and conclusive on the parties. If either party sues the other party to enforce any of the terms of this agreement, the prevailing party shall, in addition to all other damages, be entitled to recover any and all legal fees incurred. IN REPRESENTATION OF: ------------------------- ------------------------- THE COMPANIES FREDRICK J. RICE IN REPRESENTATION OF: ------------------------- ------------------------- DATE * All parties hereto of this agreement for any and all international rules and or laws governing Non-Circumvention as 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|>s who require access to the proprietary information in realizing the investors’ rights under the Offer in order to achieve the provision of the Proprietary Information, are obliged not to disclose the Proprietary Information and informed about the fact of the conclusion of the Agreement. The Investor is obliged to provide the list of Investor’s Agents who have received access to the Proprietary Information. 3.2. Non-performance of terms of section 3.1. of the Agreement causes the termination of access to the Proprietary Information and provides the Company with the right to refuse unilaterally from performing any agreements along with the Offer, concluded with the Investor, according to which the Investor shall procure or procured the access to the Proprietary Information. 3.3. Should the controversy between confidentiality clauses in the Agreements signed by the parties appear, according to which the Investor shall procure or procured the access to the Proprietary Information and according to the terms of the Agreement, the conditions stated in the Agreement shall prevail. 3.4. The Investor is obliged to keep, withhold, and hold any confidential information, take measures, which are greater than or equal to measures which the Investor takes to protect his or her own confidential information, to secure the Proprietary Information. 3.5. The Investor and his or her authorized Agents with access to the confidential information are obliged to use the Proprietary Information for the purpose of the confidential information provision and not to apply it for any other purposes. 3.6. The Investor shall be entitled to make copies, abstracts, memoranda, or other documents (including documents made by mechanical or electronic means) related to the confidential information, which shall also be marked as «Commercial Secret» and/or «Confidential» only to the extents that are necessary for the confidential information achievement. The Investor shall provide the true recording of all copies and places where the duplicates copies of the confidential information are kept, and access limitation to the specified copies, abstracts, memoranda, and other documents to third-parties except for his or her authorized Agents, according to the section 3.1. of the Agreement. 3.7. The Investor shall provide constant and secure information storage not allowing to obtain the data access by any persons except for Investor’s authorized Agents. 3.8. Should facts of confidential information disclosure to the third parties be detected, the Investor shall immediately inform the Company about the facts and measures taken to reduce losses. 4. Disclosure requirements 4.1. Should the Investor be obliged to disclose the confidential information as prescribed by law, the Investor agrees and undertakes to inform the Company in written form immediately with the specification of the person requesting the confidential information. The Investor agrees and undertakes to disclose the information within the limits defined by legislation. 5. Restrictions of the rights 5.1. All information disclosed to the Investor by the Company in any form shall be and remain the property of the Company. Documents and any copies of them, abstracts, memoranda, or other documentation shall be immediately returned to the Company or destroyed at the written request of the Company. 5.2. The Company reserves the right to conduct the analysis of the confidential informat<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ion protection measures taken by the Investor. Should the denial to provide the information about measures taken for the confidential information protection, received by the Investor, or detection of insufficient measures taken to protect the confidential information, the company is authorized to deny entrusting the confidential information or refuse to fulfill the obligations of any agreements concluded between the parties unilaterally, according to which the Investor shall procure or procured accesses to the confidential information. 6. Liability of the parties 6.1. The party who fails to encompass its obligations under the Agreement is obliged to recoup the other party for damages caused by disclosure or misuse of the confidential information. The damages shall be recouped according to Singapore legislation. 7. Duration of the agreement 7.1. The Agreement shall enter into force as soon as it has been accepted by the Investor and also shall be effective during 5 (five) years from the termination of the effective period of the Offer, so that the Investor shall fulfill its obligations of confidentiality for 5 (five) years following the expiration of the Agreement or Offer. 8. Information transmission 8.1. No party is allowed to assign fully or partially or otherwise transfer its rights and liabilities under the Agreement without receiving the prior written consent of the other party 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|> 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<|eot_id|> <|start_header_id|>assistant<|end_header_id|> 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|>NON-DISCLOSURE AGREEMENT I. Non-Disclosure In connection with services now or in the future performed by the undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of Goldman, Sachs & Co. (collectively called "Goldman Sachs"), the undersigned may have access to non-public information or materials describing or relating to Goldman Sachs or its clients, or third parties to whom Goldman Sachs<|eot_id|> <|start_header_id|>assistant<|end_header_id|> has a duty of confidentiality, including materials describing or relating to the business affairs, policies or procedures of Goldman Sachs or its clients or such third parties; formulas; strategies; methods; processes; computer materials including source or object codes, data files, computer listings, computer programs, and other computer materials (regardless of the medium in which they are stored); or other information ("Confidential Information"). With respect to such Confidential Information, the undersigned acknowledges and agrees as follows: 1. The undersigned will hold Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation including any partner or employee of Goldman Sachs who does not have a need to know the Confidential Information. 2. Upon the termination of the services to be performed by the undersigned (or earlier if requested by Goldman Sachs), the undersigned shall return to Goldman Sachs all copies of documents, papers or other material relating to Goldman Sachs or obtained or developed in the course of performing services for Goldman Sachs, or containing or derived from Confidential Information which are in the undersigned's possession, together, if requested by Goldman Sachs, with a certificate signed by the undersigned, in form and substance satisfactory to Goldman Sachs, to the effect that all such Confidential Information has been returned. II. Non-Promotion The undersigned agrees that the undersigned will not, without the prior written consent of Goldman Sachs in each instance: (a) use in advertising, publicity or otherwise the name of Goldman Sachs or any trade name, trademark, trade device, servicemark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman Sachs; or (b) represent, directly or indirectly, that any product or any service provided by the undersigned has been approved or endorsed by Goldman Sachs. III. Non-Employment The undersigned affirms that the undersigned is no<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>o an agreement or negotiation with any other party. 11. In the event either party discloses, disseminates or releases any Proprietary Information received from the other party or threatens to do so, except as authorized hereunder, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the disclosing party may demand prompt return of all Proprietary Information previously provided to such party and obtain a preliminary and permanent injunction enjoining any such disclosure, dissemination or release. The provisions of this paragraph are in addition to any other legal right or remedies the party whose Proprietary Information has been disclosed, disseminated or released may have under federal or state law including without limitation, any claims for disclosing party's direct and consequential damages. The prevailing party in any dispute hereunder shall be entitled to its costs and expenses in connection with enforcement and any claim for damages for any violation of this Agreement, including its reasonable attorneys' fees and court costs. 12. The Designated Coordinator for: Polaroid Corporation Name: Address: City, State: Telep<|eot_id|> <|start_header_id|>assistant<|end_header_id|>hone: FOR Anonymous Data Corporation: James E. Beecham, MD, President Anonymous Data Corporation 4340 S. Valley View Drive, Suite 210 Las Vegas, NV 89103 Telephone: (702) 221-0756 Fax: (702) 227-8413 Each party may change its Designated Coordinator at any time during the term of th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>All Documents made available hereunder, including all copies, notes, summaries, and abstracts thereof, shall be returned to the Disclosing Party or destroyed upon completion of the Agency Sales and Marketing Services with Distributor or upon written request by the Disclosing Party, and Recipien<|eot_id|> <|start_header_id|>assistant<|end_header_id|>t shall certify in writing that it has complied with the provisions of this Agreement. <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>rd will determine what steps should be taken under the circumstances (provided that consideration of the removal of a Board member shall be on thirty (30) days notice to the Board Member. After thirty (30)<|eot_id|> <|start_header_id|>assistant<|end_header_id|> days notice to the Board Member, the Board, may remove the person from the Board through the applicable provisions and procedures created by the SAMED Constitution. 7. Terms 7.1 This agreement shall commence upon the date of signature by both parties (“the effective date") to this agreement and shall continue to bind the parties for the duration of one year. A new agreement must be signed should a person be re-elected or re-appointed as a Board- and/or Committee member. 8. Additional action 8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position. 9. Amendments 9.1 No amendment, interpretation or waiver of any of the provisions of this agreement shall be effective unless reduced to writing and signed by both the parties. 10. Entire agreement 10.1 This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral, with respect to the subject matter of this agreement. 11. Governing law 11.1 This agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>xpressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement. 10. Governing Law. The Agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Massachusetts. All parties submit themselves to the jurisdiction of the courts of Massachusetts, for all purposes with respect to the Agreement. 11. Severability. A determination that any provision or provisions of the Agreement is invalid, illegal or otherwise unenforceable in any respect in any instance shall not affect the validity, legality or enforceability of any other provision or provisions of the Agreement. 12. Execution. The Agreement shall become effective when executed by all parties and may be executed in counterparts, any one of which shall be deemed to be an original instrument. Any proof of the Agreement shall require production of only one such counterpart duly executed by the party to be charged therewith. 13. Entire Agreement. The parties hereto agree that the Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and that there are no other agreements, understandings, representations or warranties made or given, except as expressly set forth herein. All prior agreements, understandings, letters and/or communications relating to the subject matter of the Agreement shall be null and void and shall be superseded by the Agreement, except as expr<|eot_id|> <|start_header_id|>assistant<|end_header_id|>essly set forth herein. 14. Interpretation. Should any provision of the Agreement require interpretation or construction, the parties hereto agree that the court, administrative body, or other entity interpreting or construing the Agreement shall not apply a presumption that the provisions herein shall be more strictly construed against one party by reason of the rule of construction that the provisions of a document shall be more strictly construed against the party who itself or through its representatives prepared same; it being agreed that the parties and their respective attorneys have fully participated in the preparation 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|>ty, as well as all copies. 2. Treatment of Confidential Information. The receiving party agrees to treat the Confidential Information as confidential to and as the property of the disclosing party and to use an<|eot_id|> <|start_header_id|>assistant<|end_header_id|> appropriate degree of care (which, in any case, will not be less than the degree of care it uses with respect to its own information of like nature) to prevent disclosure of the Confidential Information of the disclosing party. The receiving party will use Confidential Information only in connection with a business relationship with the disclosing party<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>cially, any voting securities of the Seller, or any securities convertible into or exercisable for any voting securities of the Seller (other than such ownership by your affiliates of up to an aggregate of 1% of such securities). 8. Termination of Discussions. You understand and agree that (a) the Seller (i) may terminate your access to Evaluation Material at any time, (ii) shall be free to conduct any process for a Possible Transaction as it in its sole discretion shall determine and (iii) shall be free at its sole discretion at any time to accept or reject any proposal relating to a Possible Transaction for any reason without notice to you or any third party, and (b) you shall have no<|eot_id|> <|start_header_id|>assistant<|end_header_id|> claim against the Seller or its Representatives in connection with any of the foregoing. If you decide that you do not wish to proceed with the Possible Transaction, you will promptly inform the Seller in writing. In that case, or at any time upon the request of the Seller for any reason, you will as promptly as practicable deliver to the Seller or destroy any and all Evaluation Material furnished to you or your Representatives and no copy thereof shall be retained, and you shall provide written confirmation of such destruction, provided, that (i) you or your Representatives may, subject to the terms of this Agreement, retain any electronic records or files containing Evaluation Material which have been created pursuant to automatic archiving and back-up procedures which cannot reasonably be deleted; provided that neither you nor your Representatives access such archives or back-up tapes for purposes of retrieving Evaluation Material, (ii) your outside legal counsel may, subject to the terms of this Agreement, retain in its files a copy of any Evaluation Material solely for use in connection with any disputes between the parties relating to the Evaluation Material or a possible negotiated transaction involving the parties and (iii) your Representatives that are accounting firms, investment banks or similar organizations may, subject to the terms of this Agreement, retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards (provided that such Representatives do not provide you access to any such retained Evaluation Material). Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and nonuse and other obligations hereunder for a period of two years from the date first set forth above. 9. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, you agree that for a period of two years from the date hereof, you will not, directly or indirectly, solicit for employment or employ any of the employees of the Seller while such em<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 (“Agreement”) is made and entered into on the date signed below by and between (hereinafter “COMPANY”) and Dealer Pay, LLC (hereinafter “Dealer Pay”). RECITALS: WHEREAS, Dealer Pay owns and/or controls certain proprietary and confidential intellectual property, namely, a point-of-sale software platform for the automotive industry; and WHEREAS, Dealer Pay and COMPANY desire to explore the possibility of entering into one or more potential business transactions or relationships (each a “Business Relationship”), with the understanding that any such Business Relationship would be embodied in a mutually acceptable, definitive written agreement executed by the parties; and WHEREAS, in connection with any Business Relationship and any discussions, demonstrations, evaluations and negotiations concerning a potential Business Relationship (“Discussions”), each party and/or its affiliates and/or their respective Representatives (as such term is defined below), may receive, observe and/or have physical or electronic access to certain Confidential Information (as defined below) of the other party and/or its affiliates; and WHEREAS, Dealer Pay and COMPANY desire to ensure that appropriate confidentiality obligations are in place to protect Confidential Information from unauthorized access, use and disclosure. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants made herein, each party hereby agrees as follows: I. DEFINITIONS: A. “Confidential Information” as used herein any and all confidential and/or proprietary information concerning the Originating Party’s business and such party’s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party’s relationship with the Originating Party, including but not limited to the following: 1. Business plans, acquisition plans, expansion plans, business development plans; 2. Financial information, personnel information, training information, management systems and recruitment strategies; 3. All commercial data relating to the business and products of Originating Party; 4. Identity and contact information regarding vendors and suppliers; 5. Specifications regarding Originating Party’s products (including inventions, formulas, machinery and equipment, use of raw materials); 6. Pricing and marketing/business strategies; 7. Details regarding manufacturing processes and techniques; 8. Customer identities and customer contact information; 9. Customer credit information; 10. Information regarding customer preferences and particularized needs; 11. Product development strategies, expansion plans, and internal business plans, procedures, or methods of operation; and 12. Design documents or source code. 13. “Confidential Information” shall not include information w<|eot_id|> <|start_header_id|>assistant<|end_header_id|>hich, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence. B. “Customer” as used herein shall include any person, firm or other business entity which receiving party has directly or indirectly contacted, who have contacted him/her, for whom he/she has conducted training sessions, or whom have been referred to him/her on behalf of Originating Party in regard to originating parties business with respect to the purchase or offering of Originating Party’s products and/or services. C. “Originating Party” as used herein shall refer to the party who discloses the Confidential Information or Intellectual Property to the Receiving Party. D. “Receiving Party” as used herein shall refer to the party who receives the Confidential Information or Intellectual Property from the Originating Party. E. “Representative” means directors, officers, employees, accountants, attorneys, lenders of funds and agents of a party or its affiliates. II. NON-DISCLOSURE AGREEMENT: Both parties recognizes and acknowledges that, in an effort to foster the Discussions one or both of the parties has provided and/or will provide, at no cost, fee, charge or expense to Receiving Party, Confidential Information of a special and unique value and nature developed and/or acquired by (and/or being developed or acquired by) Originating Party at great expense and cost to Originating Party which, if it were to come into the possession of Originating Party’s competitors, would cause irreparable damage to Originating Party, its competitive advantage and its ability to operate profitably. Receiving Party acknowledges that, prior to its relationship with Originating Party and prior to execution of this Agreement, Receiving Party had no knowledge of any of the aforesaid information. Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party’s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and obligations imposed upon each party by operation of law including but not limited to common-law and statute. Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties. III. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party’s sole expense. If the Receiving Party is nonetheless compelled to disclose any Co<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> shall constitute or imply any promise or intention to make any purchase of products or services by either party or any commitment by either party with respect to the present or future marketing of any product or service. None of the Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and in particular, with respect to the accuracy or completeness of any Information or the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons or of either party. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other transaction. 11.0 Term; Termination Either party may terminate the exc<|eot_id|> <|start_header_id|>assistant<|end_header_id|>hange of Information under this Agreement at any time by written notice to the other specifically referencing this Agreement. In any event, however, the obligations of each party to maintain the confidentiality of the Information it has received under this Agreement shall continue for the later to occur of (i) a period of three (3) years after such termination, or (ii) if this Agreement is incorporated by reference into another agreement between the parties, the term, including extensions, of that agreement, plus three (3) years. 12.0 No Waiver No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13.0 Amendment This Agreement may not be modified, supplemented, or amended orally, but only by a writing signed by both parties hereto. 14.0 Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its choice of law provisions. IN WITNESS WHEREOF, the parties have executed and delivered this Non-Disclosure Agreement effective as of the date of execution by the last party to execute this Agreement, as set forth below. CVS Pharmacy, Inc. Vendor Corp Name By: By: Name: Name: Title: Title: Date: Date:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with re<|eot_id|> <|start_header_id|>assistant<|end_header_id|>spect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information. 6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, un<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> an order compelling specific performance of this Agreement. Receiver shall reimburse VIDAR for all costs and expenses, including attorney’s fees, incurred by VIDAR in enforcing the obligations of Receiver. 9. General. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia and all actions involving this Agreement shall be brought in the state or federal courts located in the Commonwealth of Virginia, to which the parties consent to jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors and assigns. Except as otherwise expressly provided herein, neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered, whether voluntarily or by operation of law, by Receiver without the prior written consent of VIDAR (which may be granted or withheld in VIDAR’s sole and absolute judgment), and any attempt to do so will be deemed null and void. This Agreement becomes effective on the Effective Date and continues in effect thereafter for so long as any Confidential Information continues to exist. VIDAR may terminate this Agreement at any time for any reason. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. This Agreement<|eot_id|> <|start_header_id|>assistant<|end_header_id|> contains the entire understanding and agreement of the parties hereto with respect to the subject matter contained herein, supersedes all prior oral or written understandings and agreements relating thereto, except as expressly otherwise provided, and may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties hereto. The failure of either party to insist upon the performance of any of the terms, covenants, conditions or provisions of this Agreement shall not be considered a waiver or relinquishment of future compliance therewith; nor shall a waiver by either party of any breach or any term, covenant, condition, agreement or provision, operate as a waiver of any other term, covenant condition, agreement or provision. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed by the following duly authorized representatives of the parties: VIDAR SYSTEMS CORPORATION RECEIVER By: By: Signature Signature Print: Print: Title: Title: Date: Date: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>4. Warranties 4.1 The Recipient warrants to the Discloser that it has the legal right and authority to enter into and perform its obligations under this Agreement. 4.2 The Discloser warrants to the Recipient that it has the legal right and authority to enter into and perform its obligations under this Agreement. 4.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract. 5. Termination 5.1 [Either party] may terminate this Agreement [forthwith] at any time by giving written notice of termination to the other party. 5.2 Upon termination: [(a) the Recipient will immediately cease to use the Confidential Information; and] (b) all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 3, 5.2 to 5.4, and 6]. [5.3 Within [5] working days following the date of effective termination of this Agreement the Recipient will destroy or return to the Discloser (at the Discloser's option) all media containing Confidential Information, and will irrevocably delete and remove all Confidential Information from its computer systems.] 5.4 Termination of this Agreement will not affect either party’s accrued rights as at the date of termination. 6. General 6.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. 6.2 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted). 6.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.7 6.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement. 6.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.8 6.6 Nothing in this Agreement shall exclude or limit any liability for a party for fraud or fraudulent misrepresentation, or any other liability which may not be excluded or limited under applicable law. Subject to this: (a) this Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter[; and (b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement]. 6.7 This Agreement will be governed by and construed in accordance with the laws of [England and Wales];9 and the courts of [England]10 will have exclusive jurisdiction to Purpose being input with respect to input with respect to Urban Wind Turbines™ The parties have indicated their acceptance of this Agreement by executing it b<|eot_id|> <|start_header_id|>assistant<|end_header_id|>elow. EXECUTION:11 SIGNED by [name of signatory] duly authorised for and on behalf of the Discloser ................................ Date:…………………………….. Address ………………………………………………………………………………………………………………………………….. Witness …………………………………….. Address ……………………………………………………………………………………………………………………………….. SIGNED by [name of signatory] Duly authorised for and on behalf of the Recipient ................................... Date: ……………............ Address ……………………………………………………………………………………………………………………………….. Witness ……………………………………………. 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|>S, pursuant to [LEGAL/PROGRAM TO ENTER BASED ON APPLICATION] the DOHMH is authorized to share Data, as defined herein, with the Data Recipient; WHEREAS, the Data Recipient desires to use the Data for public educational or research purposes that have been approved by the DOHMH; and WHEREAS, [ADDITIONAL WHEREAS CLAUSES MAY BE ENTERED AS APPLICABLE] [OPTIONAL], NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other valuable and good consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following: I. TERM AND TERMINATION A. Term. This Agreement shall commence as of the Effective Date and shall terminate on . B. Termination for Cause. Breach of a material provision of this Agreement by the Data Recipient, or the Authorized Users, shall be grounds for termination of this Agreement by DOHMH. Upon becoming aware of such a material breach, DOHMH may do one or more of the following: 1. Provide an opportunity for Data Recipient to cure the violation within 30 days, and terminate the Agreement if Data Recipient does not cure or end the violation within the time specified by DOHMH; 2. Demand assurances from the Data Recipient that remedial actions will be taken to remedy the circumstances that gave rise to the violation within a time frame set by, or approved by, DOHMH; 3. Immediately terminate the Agreement; and/or 4. Determine that no further Data, or other data, will be released to, nor agreements entered into with, Data Recipient for a period of time to be determined by DOHMH. C. Termination by DOHMH without Cause. DOHMH may terminate this Agreement at any time by providing 15 days written notice to Data Recipient. D. Effect of Termination. 1. The Data Recipient will not be entitled to any damages for reason of the termination of this Agreement. 2. Upon the termination of this Agreement for any reason, the confidentiality provisions set forth herein shall continue to apply to the Data shared with Data Recipient pursuant to this Agreement. Except as provided in paragraph (3) of this subsection, upon termination of this Agreement, for any reason, Data Recipient shall return or destroy the Data provided by DOHMH that Data Recipient maintains in any form, and all copies of the Data in all its forms. Data Recipient will confirm in writing to DOHMH Data Recipient’s destruction or return of Data, and all copies, within 60 days of the termination of this Agreement. 3. In the event that Data Recipient determines that returning or destroying all of the Data, and all copies of the Data, is infeasible, Data Recipient shall provide to DOHMH notification of the conditions that make return or destruction infeasible. Upon receipt by DOHMH of such notification that return or destruction of the Data is infeasible, Data Recipient shall extend the protections of this Agreement to such Data and limit further uses and disclosures of such Data to those purposes that make the return or destruction infeasible, for so long as Data Recipient maintains such Data. II. PURPOSE OF AGREEMENT A. This Agreement sets forth the terms and conditions under which the formal access to certain data, as described in Section III of this Agreement and Attachment A hereto, is to be provided to the Data Recipient by DOHMH. This Agreement also describes, in its Attachment B, what use the Data Recipient may make of the Data. Furthermore, this Agreement also sets forth the security requirements that such access and use is conditioned upon, what responsibilities the Data Recipient agrees to assume in connection with such use and disposition of the Data, and all permutations of the Data, and the procedures for security, transfer, use, retention, ownership, and confidentiality of the Data. B. The headings and other captions in th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>is Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this agreement. III. THE DATA A. Definition of Data. Data shall mean the data produced by DOHMH to Data Recipient pursuant to this Agreement and will include, without limitation, the specific description and data elements set forth in Attachment A to this Agreement. B. Data Transmission. Upon the execution of this Agreement by the Parties, DOHMH shall securely transmit Data to the Data Recipient. [PROGRAM TO NEGOTIATE TERMS AND CONDITIONS OF DATA TRANSMISSION, INCLUDING A SCHEDULE FOR DATA TRANSMISSION AS APPLICABLE]. C. Data Ownership. The Data Recipient hereby acknowledges that the DOHMH is the exclusive owner of the Data and all trade secrets and other rights therein. No license or conveyance of any such rights is granted or implied under this Agreement. Data Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from Data, other than for the purpose stated in Attachment B for which the Data was provided under this Agreement. DOHMH may at any time request that the Data be promptly returned. Upon written request by DOHMH, Data Recipient shall promptly return to DOHMH Data, notes, and other tangible materials representing the Data and all copies and reproduction thereof (in whole or in part) and shall delete or otherwise destroy any copies or reproductions of such Data that may reside in Data Recipient’s possession, including but not limited to, on Data Recipient’s server, computer systems, or files. IV. PERMITTED USES OF THE DATA A. Data Recipient agrees to use the Data solely for the purposes set forth in Attachment B to this Agreement, and for no other purposes. B. Institutional Review Board (IRB) Review [IF APPLICABLE].This project has been reviewed by the DOHMH IRB [and/or the IRB] as human subjects research [OR “Public Health: Non-Research” and is not under the purview of the IRB.] V. CONFIDENTIALITY AND SECURITY OF DATA A. Compliance with Applicable Privacy and Security Laws, Rules, and Regulations. The Data provided under this Agreement shall be used and maintained in accordance with applicable provisions of federal, state, and local laws, rules and regulations as are in effect at the time the Data is produced by DOHMH and retained by Data Recipient. B. Restrict Access to “Authorized Users”. 1. Only the Data Recipient’s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement, will be given access to the Data. 2. Such Authorized Users will be trained by Data Recipient as to the confidential nature of the Data, and its proper handling, and shall sign an agreement, in a form approved by DOHMH, to treat the Data as confidential and meet any appropriate security requirements (“Authorized User Agreement”). 3. Data Recipient will provide DOHMH with a copy of each Authorized User Agreement that it has secured prior to the exchange of Data and prior to granting any user access to the Data. 4. Data Recipient will notify DOHMH of any changes to Attachment C within 5 days of any changes to the Authorized User list. In addition, Data Recipient will provide DOHMH with any newly entered Authorized User Agreement with an employee and/or consultant within 5 days of entering such an agreement pursuant to the terms of this Agreement. 5. Data Recipient shall immediately notify DOHMH if any Authorized User has failed to comply with the terms of this Agreement and has compromised the privacy and security of the Data. Such <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Non-Disclosure Agreement (NDA) THIS AGREEMENT is made on ( ) and between (MMGRP Limited) ("Discloser") and ( ) ("Recipient"). Parties: Discloser: (MMGRP Limited) with registered office address (145 – 157 St Johns Street, London EC1V 4PW) Registered in England & Wales with Company Number (07527443) And Recipient: ( ) with registered office address ( ). Registered in England & Wales with Company Number ( ) 1. Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of evaluating a possible business transaction with the Discloser. 2. Definition. "Confidential Information" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, opt-in information including Short-code and URL information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing. 3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, em<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ployees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention. 4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose. 5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded. 6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement. 7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement. 8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. 9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the United Kingdom, and shall be binding upon the parties hereto in United Kingdom and worldwide. 10. Remedies. Recipient agrees that 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|>iarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nformation in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to regist<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT ("Agreement"), made the day of , 1998, by and among [ ] (the "Selling Shareholder") and Dollar Tree Stores, Inc., a Virginia corporation ("Parent") and its wholly-owned subsidiary Dollar Tree West, Inc., a California corporation ("Sub") (Parent and its direct and indirect subsidiaries, including Sub, are referred to hereinafter as "Dollar Tree"). W I T N E S S E T H: WHEREAS, Selling Shareholder owns percentage of all the issued and outstanding shares of stock of Step Ahead Investments, Inc., a California corporation ("SAI"); and WHEREAS, concurrently herewith and pursuant to the Merger Agreement dated July 22, 1998, ("Merger Agreement"), Sub will be merged with and into SAI with SAI as the surviving corporation (the "Merger"). WHEREAS, concurrently herewith and pursuant to the Merger Agreement, all of the issued and outstanding stock of SAI will be converted into shares of common stock of Parent. WHEREAS, Selling Shareholder acknowledges that (i) SAI directly or indirectly operates stores, offices and distribution facilities under the name Step Ahead Investments and the tradenames "98CENTS Clearance Center" and "Clearance 98CENTS Centers" engaged in the retail and wholesale distribution of variety merchandise (the "Business"); (ii) the Business is conducted in the United States; (iii) the operation of the Business by SAI has given Selling Shareholder access to trade secrets of and confidential information relating to, the Business; and WHEREAS, the parties hereto agree that Selling Shareholder and Selling Shareholder's affiliates shall not compete (as described herein) with Dollar Tree for a certain period of time subsequent to the Effective Time as defined in the Merger Agreement in accordance with the terms and conditions set forth herein; and WHEREAS, as a fundamental condition to the consummation of the Merger, the Selling Shareholder has agreed to enter into this Agreement, which is designed to ensure Dollar Tree receives the value of the Merger; and WHEREAS, Selling Shareholder further acknowledges Dollar Tree may suffer irreparable damage should Selling Shareholder breach this Agreement. NOW, THEREFORE, in consideration of good and valuable consideration described above and the covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged by Selling Shareholder, and for the grant of [] options to purchase the stock of Parent pursuant to the terms of<|eot_id|> <|start_header_id|>assistant<|end_header_id|> a separate option agreement, it is agreed as follows: 1. NON-COMPETITION COVENANT. The Selling Shareholder acknowledges (i) as an [director,] officer and principal shareholder of SAI, he has been instrumental in the Business of SAI and its success and (ii) has been privy to and had access to the offices, personnel, technology, confidential and proprietary information of SAI. 1.1 Selling Shareholder agrees, during the period ending five years from the Effective Time ("Restricted Period"), neither Selling Shareholder nor any affiliate of Selling Shareholder shall conduct any of the following activities described in Sections 1.1.1, 1.1.2, and 1.1.3: 1.1.1 engage in Restricted Activities within the Restricted Area (as defined <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> Contractor intends to disseminate any portion of the Confidential Information to non-employee agents who are assisting in the Contractor’s performance of the Contract or will otherwise have a role in performing any aspect of the Contract, the Contractor shall first obtain the written consent of the State to any such dissemination. The State may grant, deny, or condition any such consent, as it may deem appropriate in its sole and absolute subjective discretion. 4. The Contractor hereby agrees to hold the Confidential Information in trust and in strictest confidence, adopt or establish operating procedures and physical security measures, and take all other measures necessary to protect the Confidential Information from inadvertent release or disclosure to unauthorized third parties and to prevent all or any portion of the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of the Confidential Information. 5. The Contractor shall promptly advise the State in writing if it learns of any unauthorized use, misappropriation, or disclosure of the Confidential Information by any of the Contractor’s Personnel or the Contractor’s former Personnel. Contractor shall, at its own expense, cooperate with the State in seeking injunctive or other equitable relief against any such person(s). 6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract. 7. A breach of this Agreement by the Contractor or the Contractor’s Personnel shall constitute a breach of the Contract between the Contractor and the State. 8. Contractor acknowledges that any failure by the Contractor or the Contractor’s Personnel to abide by the terms and conditions of use of the Confidential Information may cause irreparable harm to the State and that monetary damages may be inadequate to compensate the State for such breach. Accordingly, the Contractor agrees that the State may obtain an injunction to prevent the disclosure, copying or improper use of the Confidential Information. The Contractor consents to personal jurisdiction in the Maryland State Courts. The State’s rights and remedies hereunder are cumulative and the State expressly reserves any and all rights, remedies, claims and actions that it may have now or in the future to protect the Confidential Information and seek damages from the Contractor and the Contractor’s Personnel for a failure to comply with the requirements of this Agreement. In the event the State suffers any losses, damages, liabilities, expenses, or costs (including, by way of example only, attorneys’ fees and disbursements) that are attributable, in whole or in part to any failure by the Contractor or any of the Contractor’s Personnel to comply with the requirements of this Agreement, the Contractor shall hold harmless and indemnify the State from and against any such losses, damages, liabilities, expenses, and costs. 9. Th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e parties further agree that: a. This Agreement shall be governed by the laws of the State of Maryland; b. The rights and obligations of the Contractor under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the prior written consent of the State; c. The State makes no representations or warranties as to the accuracy or completeness of any Confidential Information; d. The invalidity or unenforceability of any provision of this Agr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> business with, inducing or soliciting any Sweetksinz customers to whom Mellet rendered any services during the course of Mellet’s employment with Sweeetskinz, to do business with Mellet, or with any other person or entity, in competition with the type of services performed by Mellet for Sweetskinz except on behalf of and as an authorized representative of Sweetskinz. (2) to refrain, directly or indirectly, during the Term from accepting business from, doing business with or inducing or soliciting, any Sweetskinz vendor who is instrumental in any aspect of the design, development, production or sales of any Sweetskinz product. (3) to refrain, directly or indirectly, during the Term from having any interest in or association with any business which competes with Sweetskinz pneumatic colorized tire products or any other future Products produced by Sweetskinz. Such entities shall include any related entity in which Mellet or his immediate family is a shareholder, director, officer, employee, partner, proprietor, joint venturer, consultant or otherwise, anywhere worldwide. (4) any idea, concept, technique, invention, creation, copyrightable or patentable work ("Product") relating to pneumatic colorized tires or other products sold or developed by Sweetskinz, that Mellet is instrumental in creating, developing or producing, or helping to create, develop or produce, during the time that Mellet is employed by Sweetskinz shall be considered owned by Sweetskinz, whether conceived by Mellet individually or jointly, on or off Sweetskinz's premises. Mellet hereby irrevocably assigns such Product to Sweetskinz and authorizes Sweetskinz to execute on Mellet’s behalf such documents as it may deem necessary to confirm and protect its interests therein. However, Mellet may develop products which do not in any material way compete with any Product of Sweeetskinz so long as such development is of no cost to Sweetskinz, is done after “working hours” (defined as 45-hour work week) and does not interfere with Mellet’s responsibilities as the Chief Technology Officer of Sweetskinz. Mellet acknowledges that this Section 2 is reasonable, among other things, because Sweetskinz anticipates selling its products on all continents of the world and developing relationships with manufacturers, wholesalers and retailers on such continents 3. CONFIDENTIALITY: Each Party agrees at all times during the Term to hold <|eot_id|> <|start_header_id|>assistant<|end_header_id|>in the strictest confidence, and not use, except for the benefit of the Parties or to disclose, transfer or reveal, directly or indirectly to any person or entity any confidential information. 4. INJUNCTIVE RELIEF: If Sweetskinz so elects, Sweetskinz shall be entitled, in addition to all other remedies available, including but not limited to actual, compensatory and punitive damages, or to specifically enforce the performance by Mellet and to enjoin the violation by Mellet of any provision hereof. Moreover, the parties hereto acknowledge that the damages suffered by Sweetskinz as a result of any violations of Section 2 by Mellet may be difficult to ascertain and Sweetskinz may not have an adequate remedy at law. Accordingly, the parties agree that in the event of a breach by Mellet of Paragraph 2, Sweetskinz shall be entitled to specific enforcement by injunctive relief of Mellet’s obligations to Sweetskinz, without bond and such remedies shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise. The remedies referred to above shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proc<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>July 24, 1997 Borden Chemical, Inc. 180 East Broad Street, 24th Floor Columbus, OH 43215-3799 Attn: Joseph M. Saggese Chairman Dear Mr. Saggese: Melamine Chemicals, Inc. ("MCI") and Borden Chemical, Inc. (the "Company") are prepared to engage in discussions with respect to a possible negotiated business combination involving the Company and MCI (the "Transaction"), and during the course of such discussions MCI may disclose and make available to the Company certain information concerning MCI's business, prospects, financial condition, operations, technology, assets and liabilities. All such information furnished to the Company or its Representatives (as defined below) by or on behalf of MCI (irrespective of the form of communication and whether such information is furnished prior to, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by the Company or its Representatives containing or based in whole or in part on any such furnish<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ed information are collectively referred to herein as the "Confidential Information." As a condition to being furnished the Confidential Information, the Company agrees as follows: 1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. (a) the Company shall (i) use the Confidential Information solely for the purpose of evaluating a possible Transaction and for no other competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, officers, employees and representatives of its advisors (such as independent accountants, investment bankers and attorneys) acting on its behalf (such directors, officers, employees and representatives being referred to hereinafter collectively as its "Representatives") who in each case, in the Company's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction; provided, however, that prospective financing sources shall not be considered "Representatives" to whom Confidential Information may be disclosed in accordance with this paragraph 1 unless specifically requested by the Company and consented to by MCI in writing; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially; (iv) take all additional reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement (the "Agreement") by its Representatives. (b) If the Company or its Representatives is 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|>CONFIDENTIALITY AGREEMENT THIS AGREEMENT ("Agreement") is made as of January 31, 2001 by and between Sunglass Hut International, Inc., a Florida corporation ("Sunglass Hut"), and Luxottica Group S.p.A, an Italian corporation ("Luxottica") (Sunglass Hut and Luxottica are collectively referred to herein as the "Parties"). WHEREAS, the Parties wish to provide for the disclosure of information relating to Sunglass Hut and maintenance of the confidentiality thereof with respect of the evaluation by Luxottica of a possible transaction (the "Possible Transaction"); NOW, THEREFORE, the Parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. The following terms are defined as follows: (a) "Evaluation Material" means any oral or written information concerning Sunglass Hut, its subsidiaries, business, markets, products, prospects or finances furnished by it (in such capacity, the "Provider") or any of its Representatives (as defined below) to Luxottica (in such capacity, the "Recipient") or any of its Representatives, except information which: (i) is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or any of its Representatives who received such information pursuant hereto); (ii) is or becomes available to the Recipient or any of its Representatives on a nonconfidential basis from a source other than the Provider or any of its Representatives; provided, that such source is not and was not bound by a confidentiality agreement with, or other similar obligation to, the Provider of which the Recipient or any of its Representatives are aware; or (iii) has been independently acquired or developed by the Recipient or any of its Representatives without violating any of its obligations under this Agreement. (b) A "Representative" of a Party includes any officer, director, shareholder, employee, advisor, attorney, consultant or agent of such Party. 2. USE OF EVALUATION MATERIAL. Any Evaluation Material provided to the Recipient hereunder will be used by the Recipient and its Representatives solely for the purpose of evaluating the Possible Transaction and will not be used by the Recipient in any way detrimental to the Provider or its stockholders. The Recipient will maintain the strict confidentiality of any Evaluation Material provided to it or any of its Representatives by the other Party or any of the other Party's Representatives and will not disclose any part of it to any other person; provided, however, that it may disclose any such Evaluation Material or portions thereof to those of its Representatives who need to know such information in order to assist the Recipient in evaluating the advisability of entering into the Possible Transaction and it may disclose any such Evaluation Material in accordance with Paragraph 5 hereof. 3. REPRESENTATIVES. The Recipient will (a) provide the other Party with a list of its Representatives who are given access to any Evaluation Material, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives. 4. INDEMNIFICATION. Each Party will indemnify, defend and hold harmless the other Party from and against any and all damages, losses, liabilities a<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nd costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives. 5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if available, will be accorded such Evaluation Material. 6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its possession or in the possession of any of its Representatives furnished by such Provider or any of its Representatives, and the Recipient will destroy all analyses, compilations, studies or other documents prepared by it or any of its Representatives or for their use containing or reflecting any Evaluation Material, whether in digital, written or other form. Any destruction required pursuant to this Paragraph 6 will be certified in writing to the Provider by an authorized officer supervising such destruction. 7. NON-DISCLOSURE. Without the prior written consent of the other Party, each Party will not, and will direct its Representatives not to, disclose to any person that any investigations, discussions or negotiations are taking place concerning a Possible Transaction, that such Party has requested or received Evaluation Material from the other Party, or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof. 8. NO SOLICITATION OF EMPLOYEES. Each Party covenants that for a period of two (2) years following the date of this Agreement, such Party will not, directly or indirectly, solicit for employment or hire any employee of the other Party or any of the other Party's subsidiaries with whom such Party has had contact or who became known to such Party in connection with its consideration of the Possible Transaction; provided, however, that the foregoing provision will not prevent a Party from employing any employee of the other 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|>ORMATION provided to Broker below is true and accurate. GENERAL PROVISIONS 7. Deposit. A 10% escrow deposit will be required upon signing of a Purchase and Sale Agreement and will be held by Broker in a non-interest bearing account. 8. Attorney’s Fees. In the event it shall become necessary for the Broker to retain legal counsel in order to enforce the provisions of this Agreement, the Broker shall be entitled to collect reasonable legal fees from the Buyer in connection therewith. 9. Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement. 10. Governing Law. The Agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Massachusetts. All parties submit themselves to the jurisdiction of the courts of Massachusetts, for all purposes with respect to the Agreement. 11. Severability. A determination that any provision or provisions of the Agreement is invalid, illegal or otherwise unenforceable in any respect in any instance shall not affect the validity, legality or enforceability of any other provision or provisions of the Agreement. 12. Execution. The Agreement shall become effective when executed by all parties and may be executed in counterparts, any one of which shall be deemed to be an original instrument. Any proof of the Agreement shall require production of only one such counterpart duly executed by the party to be charged therewith. 13. Entire Agreement. The parties hereto agree that the Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and that there are no other agreements, understandings, representations or warranties made or given, except as expressly set forth herein. All prior agreements, understandings, letters and/or communications relating to the subject matter of the Agreement shall be null and void and shall be superseded by the Agreement, except as expressly set forth herein. 14. Interpretation. Should any provision of the Agreement require interpretation or construction, the partie<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s hereto agree that the court, administrative body, or other entity interpreting or construing the Agreement shall not apply a presumption that the provisions herein shall be more strictly construed against one party by reason of the rule of construction that the provisions of a document shall be more strictly construed against the party who itself or through its representatives prepared same; it being agreed that the parties and their respective attorneys have fully participated in the preparation of all provisions of the Agreement. 15. Authority. The undersigned individuals represent, warrant and certify that s/he is authorized to execute the Agreement in the capacity indicated. 16. Assignment. The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto. 17. Counsel. This Agreement is a legal document that creates binding obligations. All parties have been advised and have been given an opportunity to consult an attorney. BUYER’S INFORMATION DATE Cash on hand $ Value of Securities $ Equity in real estate $ Other $ BUYER(S) SIGNATURE DATE PRINT NAME(S) STREETCITYSTATEZIP PHONE CELL PHONE EMAIL Agent for Corbett Restaurant Group<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 such party of any other breach of the same or any other provision hereof. 12.4 Notices. All notices, requests and other communications hereunder shall be in <|eot_id|> <|start_header_id|>assistant<|end_header_id|>writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by facsimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to: Buyer: Vertel Corporation 21300 Victory Boulevard Suite 700 Woodland Hills, California 91367 Attention: Chief Executive Officer Fax No.: (818) 598-0104 With a copy to: David J. Katz, Esq. Perkins Coie LLP 1620 26/th/ Street 6/th/ Floor Santa Monica, California 90404 Fax No.: (310) 788-3399 Covenantor: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: With a copy to: --------------------------------------------------------------------------------------------------------------------------------------- Attention: ----------------------------------- Fax No.: All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by facsimile, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given. 12.5 Time of Essence. Time is hereby declared to be of the essence of this Agreement and of every part hereof. 12.6 Severance and Enforcement. All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein. Without limitation, the parties intend that the covenants contained in this Agreement shall be severable insofar as the geographic and time restrictions set forth herein are concerned. If, in any judicial proceedings, a court shall refuse to enforce the geographic and/or time restrictions imposed herein to their fullest extent, then the geographic and/or time restrictions set forth herein shall be reduced to the extent necessary to permit enforcement of the foregoing covenant to the fullest extent possible. 12.7 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Subject to ARTICLE 10 hereof, any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles, California, the parties hereto hereby waiving any claim or defense <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to <|eot_id|> <|start_header_id|>assistant<|end_header_id|>be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>WECC Confidentiality Agreement This WECC Confidentiality Agreement (“Agreement”) is entered into by (“Data Recipient”) and is effective as of the date agreed to by Data Recipient. Data Recipient agrees to the following terms and conditions pertaining to Non-Public Information. 1. Non-Public Information a. Non-Public Information shall include any and all information Data Recipient receives from WECC, including, but not limited to, information received through a login to the WECC website, which: i. Is designated as “Confidential Information” or “Market Sensitive Information” or is otherwise considered non-public under the WECC Information Sharing Policy; ii. Meets the definition of Confidential Information as set forth in Section 1500 of the North American Electric Reliability Corporation Rules of Procedure; or iii. Is identified by WECC as non-public or confidential at the time of disclosure. b. For the purposes of this Agreement, Non-Public Information shall not include: i. Information that is or becomes available in the public domain through no fault or action of Data Recipient; ii. Information that was or is acquired by Data Recipient from a source other than WECC in a manner which is not otherwise subject to confidentiality restrictions; or iii. Information that was or is independently developed by Data Recipient as demonstrated by Data Recipient’s documentation. 2. Treatment of Non-Public Information a. Data Recipient agrees to take all necessary precautions to maintain the confidentiality of the Non-Public Information and to prevent unauthorized access to it. b. Data Recipient agrees to not make available, disclose, provide or communicate Non-Public Information to any entity or individual, except: i. Employees of Data Recipient who (1) have signed an acknowledgment of this Agreement or a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below; ii. Contractors of Data Recipient who (1) have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for the work being performed subject to the limitation on Market Sensitive Information below. In the event Data Recipient shares Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor; iii. As required by FERC orders, rules or regulations, provided that additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or iv. As may be otherwise agreed to by WECC in writing. 3. Market Sensitive Information a. Data Recipient agrees n<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ot to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric 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|>tiations regarding the potential business relationship, NUSD may disclose to DISCLOSEE certain Confidential Information (as defined below), which Confidential Information is proprietary, secret, nonpublic and confidential. The purpose of this Agreement is to protect such Confidential Information by setting forth the terms and conditions upon which NUSD is willing to disclose such Confidential Information to DISCLOSEE and the obligations that DISCLOSEE hereby accepts and agrees to abide by following the disclosure of such Confidential Information to DISCLOSEE. In consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Confidential Information and Confidential Materials (a) “Confidential Information” means nonpublic information that NUSD designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. “Confidential Information” includes, without limitation, information relating to released or unreleased NUSD ma<|eot_id|> <|start_header_id|>assistant<|end_header_id|>iling lists or contact lists and the marketing or promotion of any NUSD event, information of a confidential nature of, about, or concerning the students or personnel of NUSD, business of NUSD or its manner of operation, which may include Proprietary Information, such as student records, tax records and other financial information concerning NUSD and NUSD's employees, officers, directors, shareholders, students, lists or other written records used in NUSD's operations, investment information, compensation paid to employees and other terms of employment, personnel records, and information received by NU<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>is not known by the receiving party to be bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with<|eot_id|> <|start_header_id|>assistant<|end_header_id|> the delivering party or otherwise prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation. 5. No Warranty. Neither PictureTel, Polycom nor any of their respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect. 6. No Agreement. Unless a definitive agreement regarding a Transaction between PictureTel and Polycom has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters spec<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 implied, to the receiving party regarding, and the receiving party may not rely on, the completeness or accuracy of any information provided to the receiving party. 7. No License Granted. Nothing in this Agreement is intended to grant any rights to either party or any of its Representatives under any patent, copyright, trade secret or other intellectual property right, nor does this Agreement grant either party or any of its Representatives any rights in or to the other party’s information, except the limited right to use such information solely for the Permitted Purpose. 8. No Trading on Inside Information. Company is aware, and will advise its Representatives who are provided any Confidential Information of ZipRealty, of the restrictions imposed by federal securities laws on the purchase or sale of ZipRealty’s securities by any person who has received material non-public information from ZipRealty or its Representatives and on the communication of such information to any other person when it is reasonably foreseeable that such other person may purchase or sell ZipRealty’s securities while in possession of such information. Company agrees to require its Representatives to comply with these restrictions. 9. Public Company Standstill. Unless previously approved by the Board of Directors of the disclosing party, each receiving party will not, and will instruct and use its best efforts to cause its Representatives not to, directly or indirectly: (a) inquire about, announce or make any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the disclosing party) concerning an Acquisition Transaction (as defined below); (b) knowingly encourage, solicit or discuss with, or provide any Confidential Information of the disclosing party to, any person or entity with respect to any inquiry or announcement regarding or the making of any offer or proposal concerning any Acquisition Transaction; (c) otherwise knowingly facilitate or participate in any effort or attempt to make or implement any Acquisition Transaction; (d) participate in any “solicitation” of “proxies” to vote (as such terms are used in the rules and regulations of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of, any securities of the disclosing party; (e) otherwise act or seek to control or influence the management, Board of Directors or other policies of the disclosing party; or (f) request the disclosing party or any of its Representatives to amend or waive any provisions of this paragraph 9. As used in this paragraph 9, “Acquisition Transaction” means any acquisition or exchange of all or any material portion of the assets of, or 15% or more of the equity interest in, the disclosing party or any of its subsidiaries (by purchase on the Nasdaq National Market or New York Stock Exchange, as applicable, direct purchase from the other party, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the disclosing party or any it its subsidiaries. 10. No Recruitment of Other Party’s Employees. (a) No Company Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of ZipRealty set forth on Exhibit A, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to <|eot_id|> <|start_header_id|>assistant<|end_header_id|>leave their employment with ZipRealty, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence. (b) No ZipRealty Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of Company set forth on Exhibit B, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to leave their employment with Company, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence. 11. No Conflicting Obligations. Each disclosing party hereby represents and warrants that it may rightfully disclose the Confidential Information to the receiving party, and enter into the potential business opportunity being explored, in each case without violating any contractual, legal, fiduciary or other obligation to any person. The representing party shall indemnify and hold harmless the other party against any damages, costs and expenses (including reasonable attorneys’ fees) incurred in connection with any misrepresentation by the representing party in the foregoing sentence. 12. Entire Agreement. This Agreement sets forth the entire understanding of the <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Federal law, including 49 C.F.R. §§ 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/or PCII disclosed to unauthorized persons at Contractor’s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by the TJPA, the prevailing party in such legal action shall be entitled to reasonable attorney’s fees and costs. Furthermore, Contractor agrees to indemnify the TJPA for any expenses or damages (including attorney’s fees or costs) incurred by the TJPA arising out of or relating to the Contractor and/or Designated Individual’s unauthorized disclosure of Confidential Information, SSI, and/or PCII. 8. Duration And Survival Of Confidentiality Obligations. The obligations under this Agreement shall be perpetual (unless otherwise provided for herein) or until such time as the information is no longer considered Confidential Information, SSI, or PCII and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA. 9. Severability. Each provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement. 11. Modification. This Agreement may not be changed, modified, discharged, or terminated, except by an instrument in writing signed by the Executive Director of the TJPA or her designee. ACCEPTED AND AGREED: I declare under penalty of perjury under the laws of the United States that I have read, understood, and will comply, in full, with the obligations set forth under this Non-Disclosure Agreement for Bidders and Contractors. DESIGNA<|eot_id|> <|start_header_id|>assistant<|end_header_id|>TED INDIVIDUAL NAME: (typed/printed) CONTRACTOR: (EMPLOYER) SIGNATURE EMAIL: TITLE: DATE: ACKNOWLEDGED: The Designated Individual above is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a Designated Individual of the Contractor and is duly authorized to execute this Agreement. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. CONTRACTOR NAME: (typed/printed) SIGNATURE TITLE: DATE: ADDRESS: BUSINESS LICENSE # PHONE: CONTRACTOR’S LICENSE # EMAIL: WITNESSED: I declare under penalty of perjury under the laws of the United States that the Designated Individual identified above is personally known to me and the information concerning said Designated Individual as set forth above is true and correct. WITNESS NAME: (typed/printed) SIGNATURE DATE SPECIFICATION ISSUE LOG Revision Date A October 31, 2016 SECTION 01 35 70/AT1b – NON DISCLOSURE AGREEMENT ATTACHMENT Plans and Specifications for the Transit Center Project may contain information designated as Sensitive Security Information (SSI). Such Plans and Specifications are available to Bidders who have completed the TJPA’s Non-Disclosure Agreement. This attachment identifies the Plans and Specifications for the Bus Storage project containing SSI. Section/Plan Title SE-0000 Security & Fire Alarm Index – Bus Storage Project – SSI SE-0001 Security & Fire Alarm General Notes – Bus Storage Project – SSI SE-0002 Security & Fire Alarm Legend – Bus Storage Project – SSI SE-0003 Security & Fire Alarm Abbreviations – Bus Storage Project – SSI SE-2003 Security & Fire Alarm Enlarged Site Plan - South – Bus Storage Project – SSI SE-2004 Security & Fire Alarm Enlarged Plan - North – Bus Storage Project – SSI SE-2005 Security & Fire Alarm Enlarged Plans – Bus Storage Project – SSI SE-5001 Fire Alarm Details & Single Line Diagram – Bus Storage Project – SSI SE-5002 Security Details – Bus Storage Project – SSI SE-5003 CCTV Details – Bus Storage Project – SSI SE-6001 Security Single Line Diagrams – Bus Storage Project – SSI TE-1000 Telecommunications Site Plan Overall – Bus Storage Project – SSI TE-5001 Telecommunications Pull Box Details – Bus Storage Project – SSI TE-5002 Telecommunications Single Line Diagram – Bus Storage Project – SSI 13 34 23 26 Guard Booth – SSI END OF SECTION SPECIFICATION ISSUE LOG Revision Date A October 31, 2016<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 is entered into this 2004 ("Effective Date") by Forschungszentrum Karlsruhe GmbH, Weberstraße 5, 76133 Karlsruhe, Federal Republic of Germany (hereinafter referred to as "Forschungszentrum") acting on its behalf and on behalf of the participants in the EU project HySafe, which are the following L’Air Liquide Federal Institute for Materials Research and Testing BMW Forschung und Technik GmbH Building Research Establishment Ltd Commissariat à l’Energie Atomique Det Norske Veritas AS Fraunhofer-Gesellschaft zur Foerderung der Angewandten Forschung e.V. Forschungszentrum Juelich GmbH GexCon AS The United Kingdom’s Health and Safety Laboratory Foundation INASMET Institut National de l’Environnement industriel et des RISques Instituto Superior Technico European Commission - Joint Research Centre - Institute for Energy National Center for Scientific Research Demokritos Norsk Hydro ASA Risø National Laboratory TNO University of Calgary University of Pisa Universidad Politécnica de Madrid University of Ulster VOLVO Technology Corporation Warsaw University of Technology and Mr./Mrs. … (hereinafter referred to as "Mr./Mrs. …") WHEREAS, Forschungszentrum is Coordinator of the Network of Excellence "Safety of Hydrogen as an Energy Carrier" (HySafe), a project in the Sixth Research and Technological Development Framework Programme of the European Community. WHEREAS, according to Section 5.2.3.8 of the Consortium Agreement concluded between all participants in HySafe, an Advisory Council can be constituted, which consists of distinguished scientists from organisations, companies and universities outside the Network as well as representatives from industry and authorities. It advises the Network and makes recommendations on all important matters of substance (e.g. scientific, industry and end user evaluations). WHEREAS, Mr./Mrs. … is appointed as a member of the Advisory Council. WHEREAS, each participant in HySafe may provide own confidential information related to HySafe to the Advisory Council, all such information to be considered as the “Confidential Information”, and whereupon the parties hereto wish to record the terms and conditions upon which this information will be disclosed. THEREFORE it is hereby agreed as follows: 1 In this agreement: “Disclosing Party” shall mean any participant in HySafe. “Recipient” shall mean Mr./Mrs. …. 2 Recipient shall hold the Confidential Information in strict confidence and shall take all reasonable and prudent precautions to prevent the Confidential Information from reaching third parties. Recipient shall use the Confidential Information exclusively for HySafe purposes, especially to advice the Governing Board of HySafe. 3 Recipient'<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s obligations under this agreement shall not apply to any information which Recipient can document beyond any reasonable doubt was available to the public or known to or developed by the Recipient prior to the date first above written. These obligations shall cease as to any information which Recipient can document thereafter became or becomes available to the public, otherwise than as a result of disclosure by Recipient or was or is disclosed to Recipient by a party unrelated to Recipient, that does not have a nondisclosure obligation with respect to it. Moreover, Recipient's obligations under this agreement shall not apply to Confidential Information Recipient has a legal obligation to disclose to public authorities under law, regulation or lawful administrative decision. 4 At any time, upon the respective Disclosing Party's request, Recipient shall promptly deliver to the respective Disclosing Party the Confidential Information and all materials relating to or involving Confidential Information (whether prepared by the respective Disclosing Party or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part regarding the Confidential Information. The delivery of such material shall not relieve Recipient of its obligation of confidentiality or other obligations hereunder. 5 Nothing 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|>l not restrict any disclosures which the Disclosing Party or its Representatives determine in their discretion are required or advisable for legal or regulatory reasons, including disclosures to regulatory or self-regulatory authorities or pursuant to stock exchange rules or other disclosures which are customary for listed companies. Section 14. Miscellaneous. (a) Notices. All notices, requests, demands and other communications to any party or given under this Agreement must be in writing and delivered personally, by overnight delivery or courier or by registered mail to the parties at the address specified for such parties on the signature pages hereto (or at such other address as may be specified by a party in writing given at least five business days prior thereto). (b) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument. ー 8 ー (c) Amendment of Agreement. This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto. (d) Successors and Assigns; Assignability. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of, the parties hereto. This Agreement may not be assigned by any party without the prior written consent of the other party. Any assignment or attempted assignment in contravention of this subsection shall be void ab initio and shall not relieve the assigning party of any obligation under this Agreement. (e) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state, without reference to conflicts of laws provisions. (f) Integration. This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto with respect to the subject matter hereof. In the event of a conflict between this Agreement and any conflicting terms and conditions connected to a virtual dataroom or other document sharing platform, this Agreement shall control. (g) Severability. If any term or provision of this Agreement shall be determined to be invalid, illegal or incapable of being enforced by any rule of law, public policy or other reason, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the protectio<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ns afforded hereby are fulfilled to the maximum extent possible. (h) No Waiver; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. (i) No Third-Party Rights. This Agreement is not intended, and shall not be construed, to create any rights in any parties other than the Disclosing Party, the Recipient and their respective Representatives and no Person may assert any rights as third-party beneficiary hereunder, except for the rights of the Indemnified Persons under Section 11 hereof. The parties acknowledge and agree, for the avoidance of doubt, that the parties hereto intend that the Disclosing Party’s subsidiaries are third-party beneficiaries hereof. (j) Waiver of Jury Trial. EACH OF THE DISCLOSING PARTY AND THE RECIPIENT HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING OR ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY LAWSUIT, PROCEEDING OR ACTION WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. ー 9 ー (k) Submission to Jurisdiction. Each of the Disclosing Party and the Recipient hereby (i) agrees that any lawsuit, proceeding or action with respect to this Agreement may be brought only in the courts of the State of New York sitting in the Borough of Manhattan of the City of New York or of the United States of America for the Southern District of New York, (ii) accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts, (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any lawsuit, proceeding or action in those jurisdictions, and (iv) irrevocably consents to the service of <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ould a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law. VIII. MERGER/MODIFICATION IN WRITING RECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>fied by either party except in writing and by agreement between both parties. Notwithstanding this paragraph, RECIPIENT shall honor all prior obligations concerning confidentiality of OWNER’S confidential INFORMATION. IX. CHOICE OF LAW This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California in the Central District of California. Any dispute involving the terms or conditions of this Agreement shall be brought in the Central District of California or a California State court of competent subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court. IN WITNESS WHEREOF, the parties have executed this agreement as of the latest date indicated below. OWNER RECIPIENT (RECIPIENT'S 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|>STRICTLY CONFIDENTIAL January 27, 2012 Sycamore Partners Management, L.L.C. 9 West 57 Street, 31 Floorthst New York, New York 10019 Attention: Stefan Kaluzny Managing Director Dear Mr. Kaluzny: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is dated as of January 27, 2012 by and between Sycamore Partners Management, L.L.C., a Delaware limited liability company (the “Receiving Party”) and The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). 1. Confidential Information; Representatives. (a) The Receiving Party is considering a possible business combination transaction (whether negotiated directly with the Company’s Board of Directors or otherwise) with respect to the Company (the “Transaction”), and, in order to assist the Receiving Party in evaluating the possible Transaction, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the “Confidential Information”). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, principals, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, and financial advisors (collectively, “Representatives”) of the Receiving Party, the Receiving Party agrees to treat the Confidential Information strictly in accordance with the provisions of this Agreement and to otherwise comply, and to cause its Representatives to comply, with all obligations hereinafter set forth. (b) The term “Confidential Information” shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic initiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party’s Representatives, the Company or any Company Representatives (as defined below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information. 2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party’s possession prior to disclosure by the Company, provided that such information, to the Receiving Party’s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>sed to the Receiving Party by a third party, to the Receiving Party’s knowledge, not bound by any duty or obligation of confiden<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Contractor intends to disseminate any portion of the Confidential Information to non-employee agents who are assisting in the Contractor’s performance of the Contract or will otherwise have a role in performing any aspect of the Contract, the Contractor shall first obtain the written consent of the State to any such dissemination. The State may grant, deny, or condition any such consent, as it may deem appropriate in its sole and absolute subjective discretion. 4. The Contractor hereby agrees to hold the Confidential Information in trust and in strictest confidence, adopt or establish operating procedures and physical security measures, and take all other measures necessary to protect the Confidential Information from inadvertent release or disclosure to unauthorized third parties and to prevent all or any portion of the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of the Confidential Information. 5. The Contractor shall promptly advise the State in writing if it learns of any unauthorized use, misappropriation, or disclosure of the Confidential Information by any of the Contractor’s Personnel or the Contractor’s former Personnel. Contractor shall, at its own expense, cooperate with the State in seeking injunctive or other equitable relief against any such person(s). 6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract. 7. A breach of this Agreement by the Contractor or the Contractor’s Personnel shall constitute a breach of the Contract between the Contractor and the State. 8. Contractor acknowledges that any failure by the Contractor or the Contractor’s Personnel to abide by the terms and conditions of use of the Confidential Information may cause irreparable harm to the State and that monetary damages may be inadequate to compensate the State for such breach. Accordingly, the Contractor agrees that the State may obtain an injunction to prevent the disclosure, copying or improper use of the Confidential Information. The Contractor consents to personal jurisdiction in the Maryland State Courts. The State’s rights and remedies hereunder are cumulative and the State expressly reserves any and all rights, remedies, claims and actions that it may have now or in the future to protect the Confidential Information and seek damages from the Contractor and the Contractor’s Personnel for a failure to comply with the requirements of this Agreement. In the event the State suffers any losses, damages, liabilities, expenses, or costs (including, by way of example only, attorneys’ fees and disbursements) that are attributable, in whole or in part to any failure by the Contractor or any of the Contractor’s Personnel to comply with the requirements of this Agreement, the Contractor shall hold harmless and indemnify the State from and against any such losses, damages, liabilities, expenses, and costs. 9. The parties further agree that: a. This Agreement shall be governed by the laws of the State of Maryland; b. The rights and obligations of the Contractor under this Agreement may not be assi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>gned or delegated, by operation of law or otherwise, without the prior written consent of the State; c. The State makes no representations or warranties as to the accuracy or completeness of any Confidential Information; d. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement; e. Signatures exchanged by facsimile are effective for all purposes hereunder to the same extent as original signatures; f. The Recitals are not merely prefatory but are an integral part hereof; and g. The effective date of this Agreement shall be the same as the effective date of the Agreement entered into by the parties. IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this Agreement as of the day and year first above written. Contractor: Department By: By: (seal) Printed Name: Printed Name: Title: Title: Date: D<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NETWORK RELIABILITY STEERING COMMITTEE NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (“AGREEMENT”) is made and entered into by and among the Parties identified who have executed this Agreement (“PARTIES”) for the purpose of maintaining the confidentiality of any commercial, proprietary, financial or confidential information or trade secrets shared among themselves for the purpose of assessing and making recommendations to the Alliance for Telecommunications Industry Solutions’ Network Reliability Steering Committee (“NRSC”). The NRSC shall maintain a list of all Parties that have executed this Agreement on the NRSC website at www.atis.org/nrsc. WHEREAS, the PARTIES are members of the NRSC and desire to analyze and discuss amongst themselves certain information solely for the purpose of making recommendations to the NRSC; WHEREAS, in pursuing these aims, the PARTIES expect from time to time to disclose to each other certain CONFIDENTIAL INFORMATION and that such disclosures will assist the NRSC in performing its duties; WHEREAS, without assurances that such CONFIDENTIAL INFORMATION will not be disclosed except as expressly authorized herein, the PARTIES would not share or disclose such CONFIDENTIAL INFORMATION; and WHEREAS, any disclosure of such CONFIDENTIAL INFORMATION in violation of the terms of this AGREEMENT will cause the DISCLOSING PARTY substantial competitive injury; NOW THEREFORE, for and in consideration of the above premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the PARTIES, intending to be legally bound, hereby agree as follows: 1. Definitions. (a) “RECEIVING PARTY” shall mean a PARTY that has received access to CONFIDENTIAL INFORMATION by any of the other PARTIES. (b) “DISCLOSING PARTY” shall mean a PARTY that has disclosed CONFIDENTIAL INFORMATION to any of the other PARTIES. (c) “CONFIDENTIAL INFORMATION” shall mean information, provided by the DISCLOSING PARTY in written, oral, visual or electronic form related to emergency services, homeland security, communications networks and Broadband and/or any information otherwise designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure by the DISCLOSING PARTY as part of the NRSC analysis. CONFIDENTIAL INFORMATION that is marked or otherwise identified as specified in this Subsection may include, without limitation, any informatio<|eot_id|> <|start_header_id|>assistant<|end_header_id|>n relating to or concerning trade secrets and commercial, proprietary or financial information of any sort, and any information related to or concerning a Party’s affiliates or subsidiaries. CONFIDENTIAL INFORMATION shall not include information that (i) is otherwise in the public domain, unless such information is wrongfully in the public domain due to RECEIVING PARTY’s action or RECEIVING PARTY is informed, in writing, by the DISCLOSING PARTY, that such information is wrongfully in the public domain; (ii) can be shown by documentation to have been lawfully obtained or developed independently of any disclosure made by the DISCLOSING PARTY pursuant to this AGREEMENT and is not subject to any obligation of nondisclosure owing to any PARTY; (iii) is clearly identified by the DISCLOSING PARTY in a written statement authorizing disclosure notwithstanding this AGREEMENT and any prior designation as confidential, or (iv) is in the possession of the RECEIVING PARTY, without restrictions on use or disclosure, prior to its receipt from the DISCLOSING PARTY. (d) “ENTITY” shall mean any person, partnership, joint venture, government, agency, department, government official, governmental subdivision, association, firm, corporation,, or advisory committee of any kind. 2. Consideration. The consideration for the covenants and agreements of each PARTY contained in this AGREEMENT shall be that PARTY’s right to receive access to CONFIDENTIAL INFORMATION as part of NRSC analysis, and that PARTY’s right to protect such CONFIDENTIAL INFORMATION as it deems appropriate to disclose pursuant to this AGREEMENT, which the PARTIES acknowledge and agree shall constitute sufficient and adequate consideration. 3. Nondisclosure; Ownership of Proprietary Property. (a) Each PARTY hereby acknowledges that it is in the best interests of the other PARTIES to insist on the confidentiality of any and all CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. (b) Each PARTY reserves the right to decide not to disclose any CONFIDENTIAL INFORMATION, and nothing herein shall require the disclosure of any CONFIDENTIAL INFORMATION by any PARTY. It is understood that any disclosures undertaken pursuant to the AGREEMENT are voluntary and do not constitute a waiver of any rights or privileges with respect to future or other disclosures. (c) The PARTIES hereby agree that the DISCLOSING PARTY shall retain ownership and control over any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. The RECEIVING PARTIES shall not by reason of any disclosure made pursuant to this AGREEMENT thereby obtain any rights with respect to such CONFIDENTIAL INFORMATION other than the right of the PARTY, or an ENTITY that the PARTY assigns its rights to under this Agreement in compliance with Section 5 herein, to use the CONFIDENTIAL INFORMATION for the purposes of NRSC analysis only, and agree that they will not: (i) use such CONFIDENTIAL INFORMATION for any reason other than NRSC analysis only as expressly authorized by this Agreement; or (ii) sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, appropriate, or otherwise communicate any such CONFIDENTIAL 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|>ed distribution and broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information.The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney’s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney’s fees and expenses incurred. 7. Notice of Breach The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use of disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the DIsclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use. 8. 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. 9. 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. 10. 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. 11. Waiver The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 12. Transfer or Assign 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. 13. Miscellaneous Paragraph headings used in this Agreement are for reference only an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d shall not be used or relied upon in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the aforementioned effective date. DISCLOSING PARTY Signature: Name Date: RECEIVING PARTY Signature Name <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>other equitable relief for any threatened or actual breach of any such undertaking. 11 Notices 11.1 Any notice or other communication to be given under this Agreement shall be in writing in English and signed by or on behalf of the Party giving it (or its representative) and shall be delivered by hand to the address or sent by fax to the fax number given in clause 11.2 (or such other address or fax number as the receiving Party has specified to the sending Party on at least 10 (ten) Business Days’ notice). 11.2 Any notice or other communication given or made under this Agreement shall, in the absence of earlier receipt, be deemed to have been received as follows: (a) if delivered by hand, at the time on the date of actual delivery; or (b) if sent by fax, with a confirmed receipt of transmission from the receiving machine, on the day on which transmitted provided that a notice deemed to have been received on a day which is not a Business Day, or after 18:00 hours in the place of receipt, shall instead be deemed to have been received on the next Business Day at the commencement of normal business hours in the place of receipt. 11.3 The provisions of this clause shall not apply in relation to the service of documents. 12 Counterparts 12.1 This Agreement may be executed in any number of counterparts <|eot_id|> <|start_header_id|>assistant<|end_header_id|>and by the Parties on separate counterparts, each of which is an original but all of which together constitute one and the same instrument. 13 Governing Law 13.1 These terms and conditions shall be governed by and construed in all respects in accordance with the laws of England. 14 Jurisdiction 14.1 The Parties irrevocably agree that the English courts shall have the exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Each Party agrees to waive any objection to the English courts, whether on the grounds of venue, or on the grounds that the forum is not appropriate. Signed by the Parties or their duly authorised representatives Ready4S, Ltd Client: Suite 18 Equity Chambers, 249 High Address: Street North, BH15 1DX Poole Sign: Sign: Name: Mateusz Stanuszek Name: Effective Date:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Information provided hereunder, or identifiable information derived therefrom, shall not be copied, downloaded or otherwise placed in any format, including working papers, which may become a public record pursuant to the Kansas Open Records A<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ct (KORA). <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>able and Legal Relief. Each Party acknowledges that all of the Disclosing Party’s Confidential Information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information may cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to seek an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 12. Term. This Agreement shall become effective upon the effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties. 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows. If to NEW RIVER: New River Pharmaceuticals Inc. The Governor Tyler 1881 Grove Ave Radford, VA 24141 Attention: Legal Department Fax No.: (540) 633-7939 If to SHIRE: Shire Pharmaceuticals, Inc. 725 Chesterbrook Boulevard Wayne, PA 19087 Attention: Legal Department Fax No.: 484-595-8163 If to L.E.K.: L.E.K. Consulting LLC 28 State Street 16th Floor Boston, MA 02109 Attention: Mike Clabault Fax No.: 617-951-9392 Any party may change its address for notices by giving the other party notice of such change in the manner provided above. 14. Integration. This Agreement, subject to the t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>erms and conditions imposed on the removal of Confidential Information under Paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and it may not be modified or amended except by a written agreement executed by the parties hereto; provided, however, (a) each existing confidentiality agreement between some or all of the Parties shall survive the execution of this Agreement and continue in full force and effect in accordance with its stated terms and conditions, and (b) the confidentiality obligations arising under the United States Collaboration Agreement, dated March 31, 2005, by and among Shire LLC, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., or under the ROW Territory License Agreement, dated March 31, 2005, by and among Shire Pharmaceuticals Ireland Limited, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., shall survive the execution of this Agreement and continue in full force and effect in accordance with the stated terms and conditions of each. 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by mutual agreement of the Parties in writing by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. 16. Governing Law. The validity and interpretation of this Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof). 17. Waiver. No waiver by either Party of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either Party of any breach or default by the other Party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. No waiver of any provision, breach or default shall be effective unless made in writin<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>es will remember, even without notes or other aids. Each Party agrees that use of information in its Representatives’ unaided memories in the development or deployment of the Parties’ respective products or services does not create liability for that Party under this Agreement or trade secret law. Both Parties mutually agree to limit what each Party discloses to the other accordingly. d. Disclosing Confidential Information if required to by law. Each Party may disclose the other’s Confidential Information if required to comply with a court order, law, or other government demand that has the force of law including, but not limited to, the California Public Records Act, California Government Code section 6250 et seq. If a Party is required to disclose the other Party’s Confidential Information pursuant to applicable law, statute, or regulation, or court order, that Party will give to the other written notice of the order or request mandating disclosure of the Confidential Information in order to provide a reasonable opportunity for the other Party to object to such disclosure of its Confidential Information and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines that it is required to disclose such information, it may disclose without breach of this Agreement only Confidential Information specifically required and only to the extent compelled to do so . By entering into this Agreement, Microsoft expressly acknowledges that the County is a government entity subject to the California Public Records Act. If the County receives a request pursuant to the California Public Records Act for Confidential Information that Microsoft has designated as “confidential” in writing, the County will notify Microsoft of the request, so that Microsoft can seek protection from disclosure by a court of competent jurisdiction. Notwithstanding any other provisions of this Agreement, the County may in its discretion disclose Microsoft’s Confidential Information in the County’s possession without breach of this Agreement if the County notifies Microsoft of the pe<|eot_id|> <|start_header_id|>assistant<|end_header_id|>nding California Public Records Act request and Microsoft fails to seek and obtain protection from disclosure by a court of competent jurisdiction. 4. Length of Confidential Information obligations. Except as permitted above and unless otherwise required by applicable law or court order, neither Party will use or disclose the other’s Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period. This duty to withhold Confidential Information survives any expiration or termination of this Agreement as provided herein. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to conflicts of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding California Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. b. Compliance with law. Each of us will comply with all export laws that apply to Confidential Information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this Agreement. Each of us agrees that the other may seek court orders to stop Confidential Information from becoming public in breach of this Agreement. e. Transfers of this Agreement. If one of us transfers this Agreement, we will not disclose the other’s Confidential Information to the transferee without the other’s consent. f. Enforceability. If any provision of this Agreement is unenforceable, the parties (or, if we cannot agree, a court) will revi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>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, 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. 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. 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. 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 effect the intent of the parties. 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 a writing signed by both parties. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. This Agreement and each party's obligations shall be bindin<|eot_id|> <|start_header_id|>assistant<|end_header_id|>g on the representatives, assigns, and successors of such party.<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this day of , 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including<|eot_id|> <|start_header_id|>assistant<|end_header_id|> certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall prese<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 and provisions hereof, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity. 10. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and restates and super cedes any prior understandings and agreements between the parties hereto with respect thereto. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof or preclude any other or further exercise<|eot_id|> <|start_header_id|>assistant<|end_header_id|> of such right or the exercise of any other right under this Agreement. 11. This Agreement shall be binding during the Purpose and shall remain in effect for a period or 2 years after the Purpose is completed. 12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to conflicts of law principles. No Party may assign this Agreement. 13. If any provision of this Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect. 14. This Agreement may be executed in counterparts. Each shall be deemed an original, but together shall constitute one and the same instrument. IN WITNESS WHEREOF, duly authorized representatives of the parties hereto, each after having had the opportunity to discuss this Agreement with their respective legal advisors, have executed this Agreement. JUST BIOFIBER STRUCTURAL SOLUTIONS CORP. Sign: Name: Title: Recipient Name Sign: Name: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Confidentiality Agreement – Non-Disclosure Agreement Please return signed agreement via email to jgates@thekasegroup.com This Confidentiality Agreement and Agreement for the Release of Due Diligence Materials and Waiver of Claims (“Agreement”) is dated , by (“Buyer”) regarding the Dollar General Portfolio (the “Property”). 1. Marketing Representatives. Buyer is evaluating certain property owned by Owner for the purpose of purchasing the property from Owner (the “Transaction”), and, to assist Buyer in evaluating a possible transaction with Owner, Owner is prepared to make available to the Buyer certain confidential, non-public or proprietary information concerning the property and the tenants (the “Confidential Materials”). As a condition to the Confidential Materials being furnished to Buyer and its R<|eot_id|> <|start_header_id|>assistant<|end_header_id|>epresentatives, Buyer agrees to treat the Confidential Materials in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth. 2. Excluded Information. The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer’s possession before disclosure by the Owner or is independently derived by Buyer without the aid, application or use of the Confidential Materials; (iii) is disclosed to Buyer by a third party on a non-confidential basis; or (iv) counsel for Buyer advises must be disclosed by law. 3. Non-Disclosure of Confidential Materials. Buyer and its Representatives shall use the Confidential Materials solely for the purpose of evaluating a possible transaction with Owner. Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which Owner gives its prior written consent; and (ii) any information contained in the Confidential Materials may be disclosed to Buyer’s Representatives who need to know that information for the purpose of evaluating a possible Transaction with Owner and who agree to keep that information confidential. Buyer shall be responsible for any breach of this Agreement by any of its Representatives. 4. Disclaimer of Warranty. Neither Owner nor its Representatives has made or makes any representation or warranty regarding the accuracy or completeness of the Confidential Materials. Buyer agrees that neither Owner nor its Representatives shall have any liability to Buyer or any of its Representatives resulting from Buyer’s use of the Confidential Materials, except as may be expressly set forth in a definitive written agreement, between the parties hereto with respect to a Transaction in accordance with the terms hereof. 5. Release and Waiver of Warranties and Claims. Except as set forth herein, Buyer expressly acknowledges that the Confidential Materials are being provided solely as a courtesy and without any representation or warranty of any kind. As part of Buyer’s agreement to accept and use the Confidential Materials and Audit as such use is defined herein, and as consideration for the release of the Confidential Materials by Owner, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS, CLAIMS, CAUSES OF ACTION OR DEMAND BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE CONFIDENTIAL MATERIALS. 6. Due Diligence. Buyer acknowledges they will be conducting due diligence with regard to the Property and that such due diligence is the sole responsibility of Buyer. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Owner, the Property or the tenants of the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, protect, defend, and hold Owner and the Property harmless from and against any such breach of this Agreement. Without limitation on the foregoing, in no event shall Buyer contact any tenant of the Property without Owner’s express written consent. Owner shall have the rig<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>atives will receive certain non-public and confidential information, from or about COMVERGE, including, but not limited to financing information, operating budgets, strategic business plan documents, product and services offerings, software platform or any other confidential and proprietary information relating to the Transaction or COMVERGE. All such financial information and term sheets supplied by COMVERGE or its representatives are hereinafter called the “Confidential Information”. The term “Confidential Information” as used herein also includes the Transaction itself and any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by COMVERGE or its representatives for each other which contain or otherwise reflect confidential or proprietary information provided or developed by COMVERGE in connection with the Transaction, or any other information which H.I.G. knows or reasonably ought to know is confidential or proprietary information of COMVERGE. Any Confidential Information supplied in connection with the Transaction by COMVERGE prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available hereunder after the execution of this Agreement. For the purposes of this Agreement, “Representatives” of H.I.G. shall include its employees, officers, directors, financial advisors, staff agents, financing sources, representatives, consultants, advisors or members of any Investment Review or similar committees, but only to the extent such parties receive Confidential Information and excluding, in each case, any portfolio companies. 2. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which the receiving Party can demonstrate: (a) is already known to the receiving Party on a nonproprietary basis at the time it is disclosed to the receiving Party; (b) is or becomes generally known to the public through no wrongful act of the receiving Party or its representatives in violation of this Agreement; (c) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to H.I.G.’s knowledge, a breach of an obligation of confidentiality running directly to the providing Party, if any; (d) has been approved for public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information. 3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information in connection with H.I.G.’ S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder. The Confidential Information shall be used by H.I.G. solely for the purpose of evaluating the Transaction, and shall not be otherwise used without COMVERGE’s prior written consent. H.<|eot_id|> <|start_header_id|>assistant<|end_header_id|>I.G. agrees that it may disclose the Confidential Information only to those of its Representatives who need to know the Confidential Information for the purpose of assisting the Parties in connection with the Transaction. Prior to disseminating any of the Confidential Information to any agent and/or representative permitted herein, H.I.G. shall advise its Representative of the confidential nature of the Confidential Information, and shall require such Representative to agree to maintain the confidentiality of the Confidential Information and to be bound by terms of confidentiality at least as restrictive as the terms of this Agreement. Additionally, except as required by law, neither Party shall, and each Party shall direct its representatives to not, disclose to any person (i) the fact that Confidential Information has been made available to H.I.G. and its Representatives, (ii) the fact that the Parties are in discussions regarding the Transaction, or (iii) the terms and conditions of such discussions, including the status thereof. 4. No Export. H.I.G. will not export, directly or indirectly, any Confidential information acquired from COMVERGE pursuant to this Agreement, or any product utilizing such Confidential information, to any country, or any company located in any country, for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining written consent from COMVERGE and the appropriate license. 5. Standard of Protection. For the purpose of complying with the obligations set forth herein, H.I.G. shall use a reasonable standard of care, no less than efforts commensurate with those that it employs for the protection of its own confidential and sensitive information. 6. Compliance with Legal Process. In the event that H.I.G. or its Representatives is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or by applicable statutes, regulations or laws, including but not limited to the rules of any securities trading exchange or securities quotation system, or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, to disclose any Confidential Information, H.I.G. shall, to the extent practicable and permitted by law, promptly notify COMVERGE of such request or requirement prior to disclosure so that COMVERGE may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. For the avoidance of doubt, any disclosure made pursuant to this paragraph shall not be in breach of this Agreement. 7. Ownership; Return of Information. Except as may otherwise set forth in a written agreement between the parties relating to the Transaction, all Confidential Information (including tangible copies and computerized or electronic versions thereof and also all Confidential Information contained in all deliverables and work papers), including all intellectual property rights pertaining thereto, shall be the property <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>onfidentiality; (d) is approved for release by the other party in writing. The party claiming any of the above exceptions has the burden of proving its applicability. 3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. Each party shall take appropriate action with its employees and advisors to satisfy its obligations under this Agreement. Each party shall be responsible to the other for any violation of this Agreement by its own employees or consultants. 4. Neither party may print or copy, in whole or in part, any documents or magnetic media containing any Confidential Information without the prior written consent of the other party other than copies for employees or consultants who are working on the matter and have a need to know. 5. Neither party may use the other's Confidential Information for any purpose but the Business Purpose stated above. 6. Each party's Confidential Information shall remain its own property. Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. 7. The obligation of confidentiality shall extend to three years from and including the date of return of the Confidential Information and certification of destruction of any copies made. At any time, either party may notify the other party in writing that future disclosures shall not be governed by this Agreement. 8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information. 9. Each party agrees that in the event of a breach or threatened breach by either party, including its agents, directors, or employees, of the provisions of this Agreement, the non-breaching party may hav<|eot_id|> <|start_header_id|>assistant<|end_header_id|>e no adequate remedy in money damages and, accordingly, shall be entitled to an injunction against such breach, in addition to any other legal or equitable remedies available to it. 10. This Agreement is governed by the laws of Germany without regard to its rules on conflicts of law, and both parties consent to the venue and jurisdiction of its courts. Neither party may assign its rights or obligations under this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party. This Agreement is the entire agreement between the parties on nondisclosure of confidential information and supersedes all prior representations and agreements between the parties on that subject. Erlangen, DD/MM/YYYY <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, proces<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ses, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.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|> within twenty (20) days of the award. 13.3.2 Any such appeal shall be conducted as follows: (a) such appeals are limited to issues of Law (i.e., the original award (1) contains material errors of Law such that the original award is not founded on any appropriate legal basis; (2) is based on factual findings clearly unsupported by the record; or (3) is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award); (b) the Person hearing the appeal shall be a former federal judge mutually agreed to by the Parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator; (c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator; (d) the appellate arbitrator shall render a written decision within sixty (60) days of the final submission; (e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341; (f) the appellate arbitrator must award costs and attorneys’ fees to the prevailing Party; and (g) the decision of the appellate arbitrator shall be final. 13.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof. 13.5 Equitable Relief: Notwithstand<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ing anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction. Without limiting the generality of the foregoing, (a) Evolent agrees that there would be irreparable harm to ABCO in the event of any such breach by Evolent of Section 6.2 and ABCO shall be entitled to (i) injunctive relief to prevent breaches of Section 6.2, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages, and (b) ABCO agrees that there would be irreparable harm to Evolent in the event of any such breach by ABCO of Section 6.1.1, and Evolent shall be entitled to (i) injunctive relief to prevent breaches of Section 6.1.1, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages. 14. MISCELLANEOUS PROVISIONS. 14.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures. 14.2 Independent Contractor: The relationship of ABCO to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors. 14.3 Assignability: Evolent has entered into this Agree<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. 5. Term. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely. 6. Remedies. Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees an<|eot_id|> <|start_header_id|>assistant<|end_header_id|>d expenses. 7. Return of Confidential Information. Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>arty (i) to seek an appropriate protective order or other remedy, (ii) to consult with the Receiving Party with respect to the Receiving Party's taking steps to resist or narrow the scope of such request or legal process, or (iii) to waive compliance, in whole or in part, with the terms of this letter agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this letter agreement, the Receiving Party or its Representative shall use good faith efforts to disclose only that portion of the Evaluation Material which is legally required to be disclosed and to cooperate with the Disclosing Party in its efforts to obtain reliable assurance that all Evaluation Material that is so disclosed will be accorded confidential treatment to the fullest extent available<|eot_id|> <|start_header_id|>assistant<|end_header_id|>. In the event that the Receiving Party or its Representatives, as the case may be, shall have complied with the provisions of this paragraph, such disclosure may be made by the Receiving Party or its Representatives, as applicable, without any liability hereunder. For a period (the "Restricted Period") commencing with the date of this letter agreement and ending on the earlier of (i) 15 months after the termination of discussions between the parties with respect to a Proposed Transaction and (ii) the occurrence of a "Significant Event" (as defined below), neither party hereto nor any of its Representatives shall, without the prior written consent of the other party or its board of directors or any committee thereof dele<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ncludes all notes, analyses, compilations, studies, interpretations and other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information that the Company or the Company’s Representatives furnish to you or your Representatives. The term “Evaluation Material” does not include information that (a) has become generally known to the public other than as a result of a disclosure by you or your Representatives in breach of this Agreement, (b) was within your possession prior to it being furnished to you by or on behalf of the Company; provided, that the source of such information was not known by you (or reasonably should be known by you) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (c) has become available to you on a non-confidential basis from a source other than the Company or any of the Company’s Representatives if such source is not known by you (and should not reasonably be known by you) to be bound by a confidentiality agreement with, or any other contractual, legal, or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (d) was independently developed by you without reference to any confidential information disclosed by the Company. 2. Evaluation Material and Confidentiality. You and your Representatives shall use the Evaluation Material solely for the purpose of considering, evaluating and negotiating a Transaction, shall not use any of the Evaluation Material for any other p<|eot_id|> <|start_header_id|>assistant<|end_header_id|>urpose, shall keep the Evaluation Material strictly confidential, and, except as provided in this Section 2 and in Section 4, shall not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided, however, that the Evaluation Material may be disclosed to your Representatives who need to know the information so disclosed for the purpose of evaluating or advising you with respect to considering, evaluating and negotiating a Transaction, and who are directed by you to keep such Evaluation Material confidential and who are provided with a copy of this Agreement. You shall be responsible for any breach of this Agreement by any of your Representatives, and you agree, at your sole expense, to take all commercially reasonable measures to assure that your Representatives do not make any prohibited or unauthorized disclosure or use (including in legal proceedings to the extent set forth in Section 4 of this Agreement) of the Evaluation Material. Without limiting the foregoing, neither you nor any of your affiliates or Representatives shall use any information obtained from the Evaluation Material to divert or attempt to divert any business or customer of the Company, or otherwise use any such information competitively against the Company. 3. Transaction Information, Discussions and Confidentiality. Except as set forth in Sections 2 and 4 of this Agreement, you agree that without the prior written consent of Vocus, neither you nor any of your Representatives shall disclose to any person the existence of this Agreement, the fact that the Evaluation Ma<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ade generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party’s files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as “Disclosing Party” in the Agreement and the party receiving the Confidential Information shall be referred to as “Receiving Party” in the Agreement. 3. Non-use and Non-disclosure The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discus-sions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Con-fidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. 4. Maintenance and Confidentiality Information The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unau-thorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to Confidential Information sign a nonuse and non-disclosure agreement in content substantially similar to the provi-sions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any cop-ies of Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. 5. No Obligation Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. 6. No Warranty ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 7. Return of Materials All documents and other tangible objects containing or representing Confidential Informatio<|eot_id|> <|start_header_id|>assistant<|end_header_id|>n and all copies thereof which are in the possession of Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party’s request. 8. No License Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of Company, nor shall this Agreement grant Receiving Party any rights in or to Confidential Information except as expressly set forth herein. 9. Term This Agreement shall survive for a period of 3 years from the date of disclosure of the Confidential Information. 10. Remedies The Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Dis-closing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies. 11. Miscellaneous This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to conflict of laws principles. This docu-ment contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the Commonwealth of Massachusetts. The parties have executed this Nondisclosure Agreement as of the date first above written. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date set forth as written above. thoughtbot, inc. Authorized Signature Authorized Signature Printed Name Printed Name and 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|>CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT "Confidentiality Agreement" THIS CONFIDENTIALITY AGREEMENT is made by and between: The Organisation for Security and Co-operation in Europe (the “OSCE”), having its Secretariat at Wallnerstrasse 6, A-1010 Vienna, Austria, - and - (the “Recipient”), located at . WHEREAS the Recipient is ready to receive confidential data, information and other materials of the OSCE in relation to the Request for Proposal (RFP) no. RFP/SEC/13/2017 for the provision of Secure Microsoft Infrastructure – Design and Proof-of-Concept; and WHEREAS the OSCE is willing to disclose such information to the Recipient on the condition that the Recipient does not disclose same to any third party, or make use thereof in any manner except as set out herein; NOW, THEREFORE, the Parties have agreed as follows: 1 DEFINITIONS 1.1 “Confidential Information” means any data, documents, specifications, and other information or materials in whatever form disclosed by the OSCE to the Recipient, whether documentary, orally, visually, or otherwise (including computerised form) except information which was: (a) in the public domain at the time of disclosure; (b) known to the Recipient prior to obtaining the same pursuant to this Confidentiality Agreement; or, (c) obtained by the Recipient from a third party who did not receive the same directly or indirectly from the OSCE under a confidentiality agreement with the OSCE, or (d) required by applicable law; 1.2 "OSCE" “means the Organization for Security and Co-operation in Europe, <|eot_id|> <|start_header_id|>assistant<|end_header_id|>including the OSCE Secretariat, Institutions (the OSCE Secretariat, the Office of the High Commissioner on National Minorities (HCNM), the Office of Democratic Institutions and Human Rights (ODIHR) and the Office of the Representative on Freedom of the Media) and Field Operations (Missions, Centres, Groups, Presences, Project Coordinators and any other field operations), whichever is or are applicable; 1.3 “Party” means the OSCE or the Recipient and “Parties” means the OSCE and the Recipient; 1.4 “Permitted Purpose” means the use of the Confidential Information to facilitate the Recipient performing the Services; 1.5 "Recipient" means the person or entity named as ‘Recipient’ above; and 1.6 “Services” means any and all of the services to be provided to the OSCE by the Recipient as part of the Review. 2 OBLIGATIONS OF THE RECIPIENT 2.1 In respect to the Confidential Information, the Recipient hereby undertakes; 2.1.1 to hold in trust and confidence and not to disclose the Confidential Information to any third party without the express, prior written consent of the OSCE. 2.1.2 not to use the Confidential Information for any purpose whatsoever other than for the Permitted Purpose. 2.1.3 only to disclose the Confidential Information to employees of companies directly or indirectly owned or controlled by the Recipient, consultants and/or advisors to whom disclosure is necessary for the Permitted Purpose and then only on the understanding that such employees, consultants and/or advisors are expressly subject to the provisions of this Confidentiality Agreement. 2.1.4 not at any time other than to the extent that is necessary for the Permitted Purp<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 Between BEE ONLINE (PTY) LTD (“BEE Online”) Registration number: 2004/004257/07 And (“the company or individual”) Registration/Identity Number: (“the parties”) 1. INTRODUCTION This document recognizes that BEE Online has entered into a contract with the named individual or organization in the normal course of our business. The contract entered into may result in the parties acquiring certain confidential information of the other (as defined below). 2. CONFIDENTIAL INFORMATION The information that is intended to be covered by this agreement shall include, without limitation, any designs, concepts, ideas, technical, scientific, commercial information, know-how, trade secrets and processes, communicated to either party (“the receiving party”) by the other party (“the disclosing party”) or acquired by the receiving party from the disclosing party, during the course of the negotiations and discussions referred to in 1 as well as during the course of any appointment of the Company as contemplated in 1. All such information collectively shall be referred to in this agreement as the “confidential information”. 3. CONFIDENTIALITY UNDERTAKING 3.1 The parties acknowledge that the confidential information is a valuable, special and unique asset belonging to the disclosing party and accordingly, that it is of the utmost importance to the disclosing party that the confidential information not be used to advance the interest of any persons other than the disclosing party. In view thereof, the parties undertake that - 3.2 they will not, without the prior written consent of the disclosing party: 3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from; 3.2.2 divulge, discuss with, disclose or reveal the confidential information of the disclosing party to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever (other than its employees and agents and only to the extent that such employees and agents require such information in the implementation of any agreement concluded between the parties); 3.2.3 BEE Online shall only provide information about its activities to SANAS or the DTI on request. The MD will acknowledge receipt of request by email within 2 days and will be responsible for the release of the information within 7 days. Before submitting a Measured Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online 3.2.4 the parties will procure that their employees and agents to whom the confidential information is disclosed in terms of 3.2.2 are information of the confidential nature of the confidential information and prior to such disclosure, undertake to be bound by the terms of this agreement. Any breach o<|eot_id|> <|start_header_id|>assistant<|end_header_id|>f this confidentiality undertaking by any of the parties’ employees and agents shall be deemed to be a breach of this agreement by that party in terms of 9 below. 4. DISCLAIMER All rights to confidential information are reserved by the disclosing party and no rights or obligations, other than those expressly recited herein, are granted or to be implied f<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>al Information, or (iii) a reasonable person in the same circumstances as the Receiving Participant should have known or has reason to know is confidential, trade secret or proprietary information of the Disclosing Participant. Techniques and concepts which are commonly known in t<|eot_id|> <|start_header_id|>assistant<|end_header_id|>he industry shall not be considered to be Confidential Information. F. “Application Form” shall mean the Open Mobile Alliance membership application form, including the schedule to the application form. G. “TestFest” shall mean an interoperability testing event open to all Open Mobile Alliance members and the public, organized by the Open Mobile Alliance staff, to permit the testing of one or more enablers. H. “Bi-Lateral Test Session” shall mean an interoper<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>: (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) 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, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)). 7. Return of Confid<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party’s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party’s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is “backed-up” on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof. 8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company’s fiscal year ended January 28, 2012) will be held no earlier than thirty-one days after the first anniversary of the Company’s 2011 annual stockholders meeting (with respect to the Company’s fiscal year ended January 29, 2011) and (b) to provide the Receiving Party a copy of the press release announcing the date of its 2012 annual meeting on the date such press release is publicly issued. 9. Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by its legal counsel is legally required to be disclosed and (d) if requested by the Company, cooperate with the Company in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed. 10. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neit<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>and comment before publication or public presentation, with turnaround time of each successive draft being no longer than 30 days, unless otherwise specified in Attachment B; but it is provide, further, however, that if the Data Recipient and the DOHMH cannot come to an accord about the content thereof, then the academic institution or the academician must allow DOHMH to include a written dissenting opinion in the form required by DOHMH as to the conclusions/findings reached by the work product in publications and in oral presentations. D. [ADDITIONAL TERMS TO BE DEVELOPED BY PROGRAM AS APPLICABLE] XI. MERGER CLAUSE A. This Agreement and the Exhibits hereto constitute the entire understanding of the Parties and merges all prior discussion, agreements or understandings into it. No prior agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties. XII. MODIFICATION A. This Agreement may, from time to time, be modified by a writing signed by authorized representatives of the Parties. It may not be altered, modified, rescinded or extended orally. B. The Exhibits hereto may be modified upon written agreement by the Parties without the need to amend this Agreement in its entirety. XIII. NON-ASSIGNMENT CLAUSE A. The Data Recipient agrees that it shall not subcontract, assign, transfer, convey or otherwise dispose of its obligations under this Agreement except by operation of law, without the prior written consent of the other party. XIV. NO THIRD PARTY BENEFICIARY A. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties, any rights, remedies, obligations, or liabilities whatsoever. XV. ADDITIONAL PROVISIONS A. Jurisdiction, Venue, and Applicable Law. This Agreement shall be governed, construed, applied and enforced in accordance with the internal laws of the State of New York. B. Agency. For purposes of this Agreement, Data Recipient shall be deemed to be acting as an independent entity, and not an agent, of the DOHMH or the City of New York. C. No Data Warranties. Nothing contained herein shall constitute any representation, warranty, or guarantee to the Data Recipient with respect to the value or accuracy of the Data or information exchanged or that such exchanged information does not infringe any rights of third parties. The City shall not be held liable for any errors or omissions in the Data used or exchanged or in connection with the use of the Data. D. Counterparts. This agreement may be executed in one or more counterparts. E. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Parties to maintain the confidentiality and security of the Data. F. Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. G. Supersedes. This Agreement supersedes all prior and contemporaneous agreements <|eot_id|> <|start_header_id|>assistant<|end_header_id|>and understandings, written or oral, relating to the use of the Data that is the subject matter of this Agreement. IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have executed this Agreement as of the day and date first written above. NEW YORK CITY DEPARTMENT OF HEALTH AND MENTAL HYGIENE By: [NAME OF DATA RECIPIENT] By: [SOMEONE WHO IS AUTHORIZED TO BIND DATA RECIPIENT] DOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES ATTACHMENT A – DATA POINTS Describe in detail the data that you are requesting from DOHMH, including the data source, the time period for data of interest, and specific data elements. DOHMH DAT<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>he disclosing party or any other party with respect to such information; (iv) is independently developed by the recipient without use of Evaluation Material; or (v) is disclosed by the recipient or its Representatives with the disclosing party's prior written consent. 2. USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its Representatives shall use the other party's Evaluation Material solely for the purpose of evaluating, negotiating and consummating a possible transaction between the parties, and that the disclosing party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation, negotiation and consummation of a transaction any of the other party's Evaluation Material in any manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives who need to know such information for the sole purpose of assisting the receiving party in evaluating, negotiating and consummating a possible transaction between the parties (it being understood that such Representatives shall be informed by the receiving party of the confidential nature of such information and shall be directed by the receiving party to treat such information confidentially). In any event, the receiving party shall be responsible for any breach of this Agreement by any of its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. 3. NON-DISCLOSURE. In addition, each party agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, however, that a party may make such disclosure if, in the written opinion of such party's outside legal counsel, such disclosure is necessary in order to comply with, or avoid committing a violation of, any law or any rule of any applicable stock exchange or system. 4. REQUIRED DISCLOSURE. In the event that a party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other par<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ty with prompt written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of legal counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal. 5. TERMINATION OF DISCUSSIONS. If either party decides that it does not wish to proceed with a tra<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>idential Information of the Disclosing Party in trust and keep it confidential, (c) use the same means they use to protect their own confidential information, but in any event not less than reasonable means, to prevent the disclosure by them and any of their Representatives of the Confidential Information communicated to them by the Disclosing Party and its Representatives, and (d) not copy or reproduce, or permit to be copied or reproduced, in any way, any part of the Confidential Information of the Disclosing Party except in accordance with and for the purposes set forth in this Agreement. The Receiving Party hereby agrees that the Receiving Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, that any of such information may be disclosed by the Receiving Party to its Representatives who have a legitimate need to know such information for the sole purpose of evaluating a Possible Transaction with the Disclosing Party and who agree to keep such information confidential. In any event, the Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole expense, to take commercially reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information of the Disclosing Party. Section 3. Confidentiality. (a) Each of the Parties agrees that, without the prior written consent of the other Party, it and its Representatives will not disclose to any other person the fact that the Confidential Information has been made available to it, that discussions or negotiations are taking place concerning a Possible Transaction involving the Parties or any of the terms, conditions or other facts with respect thereto (including the status thereof), provided that the Parties may make such disclosure if required by law or the rules of any securities exchange or market. The term “person” as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. (b) In the event that the Receiving Party or any of its Representative<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Receiving Party shall use reasonable efforts to provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>n organization to its directors, officers, partners, members, agents, advisors, funders, bankers, consultants and/or employees having a need to know. The parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information. 4. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed. 5. The parties warrant that they have the right to make the disclosures under this Agreement. 6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement. 7. The Company will not, without the prior written consent of “AIL” for a period of forty five days (45), enter into any agreement regarding, or negotiate with, solicit, encourage, or furnish information to, or participate in any discussion with, any person, entity or organization in connection with any proposal for a business combination or acquisition or purchase involving any of such persons or entities, the Assets or the Stock, and the Company will immediately terminate any present discussions or negotiations concerning the same. 8. Both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner. 9. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement. 10. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the e<|eot_id|> <|start_header_id|>assistant<|end_header_id|>vent of a breach or threatened breach of this Agreement. 11. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the Alberta, Canada. In the event that this agreement, is breached, any and all disputes must be settled in a court of competent jurisdiction in the Province of British Columbia, Canada. 12. If any of the provisions<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>tives, as the case may be, (i) may without liability hereunder furnish only that portion of the Evaluation Material or other information regarding a possible Transaction that Investor or its Representatives are advised by legal counsel is legally required, (ii) will give the Company notice of the disclosures to be made to the extent legally permissible and (iii) will, if applicable, request that confidential treatment be accorded the Evaluation Material or other information regarding a possible Transaction so disclosed to the extent legally permissible; it being understood and agreed that there can be no such assurance that the tribunal or governmental or similar authority will grant any such request. 4. No Warranty. ALL EVALUATION MATERIAL IS PROVIDED “AS IS,” AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. No Legal Obligation, Representation, or Warranty. The parties agree that, unless and until a binding agreement is entered into between the Company and Investor with respect to the Transaction, neither the Company nor Investor will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between Investor and the Company or in any Evaluation Material shall be deemed to constitute a representation or warranty. Except for the matters set forth in this Agreement or in any such binding agreement, neither party shall be entitled to rely on any statement, promise, agreement, or understanding, whether oral or written, or any custom, usage of trade, course of dealing, or conduct. 6. Return of Evaluation Material. At any time upon the written request of the Company, Investor will, at its own expense, (i) reasonably promptly redeliver to the Company or, at the at Investor’s option, destroy all copies (including permanently erasing or deleting any electronic copies) of the Evaluation Material in the possession or control of Investor or any of its Representatives and (ii) reasonably promptly destroy all analyses, notes, data, compilations, summaries, forecasts, studies or other documents and materials prepared by Investor or any of its Representatives in connection with their evaluation and review of a possible Transaction that contain, reflect or are based upon or generated from, in whole or in part, any of the Evaluation Material. Upon the Company’s written request, Investor will confirm any such destruction to the Company in writing. Notwithstanding the return or destruction of Evaluation Material, Investor will continue to be bound by its obligations of confidentiality hereunder respecting Evaluation Material, including without limitation, with respect to oral Evaluation Material and their obligation not to use any Evaluation Material for any purpose other than as specifically permitted in this Agreement. 7. Non-Solicitation. For a period of eighteen months from the date of this Agreement, Investor will not, without the Company’s prior written consent, directly or indirectly, solicit for purposes of employment, offer to hire or offer to enter into any contract with any executive officer of the Company with whom Inv<|eot_id|> <|start_header_id|>assistant<|end_header_id|>estor has contact, or of whom Investor otherwise becomes aware, during its discussions with the Company or its evaluation of a possible Transaction; provided, however, that this paragraph shall not prohibit Investor from engagement in any general advertising or general solicitation not targeted to the Company’s employees; and provided, further, that Investor shall not be prohibited from soliciting or hiring any such employee whose employment has been terminated by the Company or its affiliates. 8. Standstill. For a period of eighteen months from the date of this Agreement, and except in connection with the Transaction, Investor will not, directly or indirectly, and Investor will cause any person controlled by Investor not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are 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 affiliates, (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 Compa<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Mutual Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of between thoughtbot, inc. having its place of business at 41 Winter Street, 7th Floor, Boston, MA 02108 and , having its place of business at . 1. Purpose The above named entities wish to explore a business opportunity of mutual interest and in connection with<|eot_id|> <|start_header_id|>assistant<|end_header_id|> this opportunity wishes to execute this Non Disclosure Agreement (“Agreement”). 2. Confidential Information Confidential information means any information disclosed to by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and m<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 such information or documentation; (b) is disclosed to the receiving party without obligation of confidentiality by a third party who has the right to make such disclosure; (c) is or becomes publicly-known through no fault of the receiving party; or (d) is independently developed by the receiving party without use of the Confidential Information. 3. Each party agrees that it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement. Notwithstanding the foregoing, Company is permitted to disclose Confidential Information of Adept to personnel of Omron Corporation and Omron Management Center of America, Inc., provided that Company ensures compliance by such companies and persons with the terms and conditions hereof and Company remains responsible for any non-compliance. Each party will use the Confidential Information for no purpose other than for the Purpose. Each party will only disclose such information based on the Purpose to its professional advisors, employees and independent contractors who have a “need to know” such information, who are informed that the information is confidential and who are under obligations of confidentiality at least as stringent as those set forth herein. In all cases, the party receiving information shall be responsible for compliance with this Agreement with regard to itself and any persons within this Section or otherwise to whom disclosure is made by it. The party to whom Confidential Information was disclosed shall not be in violation of this Section 3 for a disclosure that was in response to a valid order by a court or other governmental body, or that is used for the bona fide defense or pursuit of legal action based on the written advice of counsel, provided that in such a case or cases the party obligated to make such disclosure provides the other party with reasonable prior written notice of such disclosure in order to permit the other party to seek to limit the disclosure and/or seek confidential treatment of such information. 4. Upon the written r<|eot_id|> <|start_header_id|>assistant<|end_header_id|>equest of the other party, each party shall promptly return to the other (or destroy if destruction is requested and provide written certification of destruction) all documents and other tangible and intangible materials representing the other’s Confidential Information and all copies thereof. 5. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any trade secret, patent, copyright, trademark, or other intellectual property right associated with such <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> require WECC to disclose any Non-Public Information. Neither this Agreement nor any disclosure of Non-Public Information grant Data Recipient any intellectual property rights or licenses to such information. Data Recipient agrees to comply with all applicable United States export laws and regulations. b. This Agreement represents the entire understanding between WECC and Data Recipient related to the Non-Public Information and supersedes all previous communications between WECC and Data Recipient related to this subject. This Agreement can only be modified by written agreement executed by WECC and Data Recipient. Data Recipient may not delegate its duties or obligations under this Agreement without prior written consent from WECC. Any attempt to do so is void. c. This Agreement shall be for the sole benefit of WECC and any owner or submitter of the Non-Public Information. This Agreement shall be fully enforceable by WECC and any entity whose Non-Public Information is not treated in accordance with this Agreement. WECC Confidentiality Agreement d. If any term or provision of this Agreement is held by a body of competent jurisdiction to be invalid, void, or unenforceable, then (1) the remaining provisions of the Agreement shall continue in full force and effect, and (2) in lieu of each such term or provision there shall be <|eot_id|> <|start_header_id|>assistant<|end_header_id|>added as part of this Agreement a clause or provision as similar in terms as possible that is legal, valid and enforceable. IN WITNESS HEREOF, Data Recipient has read and understands this Agreement and enters into this Agreement voluntarily, wishing to be legally bound. Data Recipient Signature: Printed: Company: Title: Date: Email: <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>amages, incurred by the Purchaser as a result of such breach, insofar as they can be determined. 4.2 The Undersigneds and the Purchaser hereby further acknowledge and agree that any breach by either of the Undersigneds, directly or indirectly, of the foregoing restrictive covenants will cause the Purchaser irreparable injury for which there is not adequate remedy at law. Accordingly, each of the Undersigneds expressly agrees that, in the event of any such breach or any threatened breach hereunder by any of the Undersigneds, directly or indirec<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tly, the Purchaser shall be entitled, in addition to any and all other remedies available (including but not limited to the damages provided for in paragraph 4.1 above), to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain, and/or enjoin a breach under the provisions of this Agreement. 5. MISCELLANEOUS. 5.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Utah without regard to any conflict of law provisions. 5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns. 5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled. 5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this Agreement. 5.5 Notices. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the date received if personally delivered, telecopied, or mailed by commercial express mail service: TO UNDERSIGNEDS: WORLD GOLF FEDERATION, INC. 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 Attn: Joseph P. Connors Joseph P. Connors, William Petmecky Kip Gundry, Troy Horton 5555 North Lamar Blvd., Suite L-137 Austin, Texas 78751 TO PURCHASER: RENAISSANCE GOLF PRODUCTS, INC. 12187 South Business Park Drive, Suite 100 Draper, Utah 84020 Attn: John Hewlett or to such other address or telecopier number which either party may notify the other party as provided above. 5.6 Headings. The headings of the Sections of<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>nsaction. 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 any liability whatsoever to the Recipient or to any other Person resulting from its use of the Evaluation Material and that the Recipient is and will be relying upon its own investigations, due diligence and analysis in evaluating and satisfying itself as to all matters relating to the Disclosing Party, its direct and indirect subsidiaries and their business, affairs and assets. Only such representations or warranties that are contained in a definitive agreement with respect to a Transaction, when as and if executed and subject to such conditions or limitations or restrictions as may therein be specified, shall have any legal effect. 10. Forecasts and Interpretations: Without restricting the generality of the provisions of paragraph 9, the Recipient acknowledges that the Evaluation Material may include estimates, forecasts, evaluations, assessments, interpretations, projections and other material, the accuracy of which will depend on the future operations of the Disclosing Party, and the Recipient acknowledges and agrees that no representation or warranty is made respecting the accuracy of such material. 11. Standstill: During the Term, neither the Recipient nor any of its Affiliates (including any Person or entity, directly or indirectly, through one or more intermediaries, controlling the Recipient, under common control with the Recipient controlled by the Recipient or acting jointly or in concert with the Recipient) shall, without the specific prior approval of the board of directors of the Disclosing Party which approval may be given on such terms as the board of directors of the Disclosing Party may determine: (i<|eot_id|> <|start_header_id|>assistant<|end_header_id|>) in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, in any manner any securities of the Disclosing Party or its direct and indirect subsidiaries; (ii) propose or offer to enter into, directly or indirectly, any merger or business combination involving the Disclosing Party; or (iii) to purchase, directly or indirectly, “solicit", or participate or join with any Person in the “solicitation" of, any “proxies" (as such terms are defined in the Securities Act (Alberta)) to vote, to seek to advise or to influence any Person with respect to the voting of any voting securities of the Disclosing Party; (iv) otherwise act alone or in concert with others to seek to control or to influence the management, board of directors or policies of the Disclosing Party; (v) make any public or private disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; or (vi) advise, assist or encourage any other Person in connection with any of the foregoing. 12. Material Non-Public Information: The Recipient acknowledges that it is aware of the general nature of applicable securities laws, including, without limitation, all applicable securities laws that may prohibit any Person who has material, non-public information concerning the matters which are the subject of this Agreement, from trading in securities of a company which may be a party to a transaction of, or may propose to become a party to, the type contemplated herein or from communicating such information to other Persons. 13. Contact Through Financial Advisors: During the Term, the Recipient will not and will cause its Representatives not to, directly or indirectly, initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director or employee or agent of the Disclosing Party and its direct and indirect subsidiaries, including any customers or suppliers of the Disclosing Party and its direct and indirect subsidiaries, regarding their business, operations, prospects or finances except with the express permission of the Disclosing Party. It is understood that Tudor, Pickering, Holt & Co. Securities – Canada, ULC or National Bank Financial Inc. will arrange for any appropriate contacts for due diligence purposes with respect to the Recipient’s Evaluation and that all: (i) communications regarding a Transaction; (ii) requests for additional Evaluation Material; (iii) requests for facility tours or meetings with management; and (iv) discussions or questions regarding the Evaluation Material will be submitted or directed by Recipient to Tudor, Pickering, Holt & Co. Securities – Canada, ULC or National Bank Financial Inc. 14. No Contract or Agreement: No contract or agreement between the Disclosing Party and Recipient providing for a Transaction shall be deemed to exist unless and until a definitive agreement with respect thereto has been executed and delivered. Unless and until such an agreement has been executed and delivered, neither the Disclosing Party nor Recipient shall have any legal obligation of any kind whatsoever with respect to any 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|>t not less than a reasonable degree of care; • to disclose this information only to the Applicant's employees or particular employees of subcontractors who are required to have the information for the purpose of the Applicant’s registration as RRM, and have previously signed an agreement in content similar to the provisions thereof; • to oblige all employees receiving access to the Confidential Information not to disclose it to anyone and not to make any copies of it; • to immediately notify in writing the Agency in the event of any unauthorised use or disclosure of the Confidential Information. The Applicant shall not use for its own purposes, reverse engineer, disassemble, decompile or copy any software or other objects which embody the Confidential Information, nor transmit, directly or indirectly, any Confidential Information. All Confidential Information remain the property of the Agency and no license or other rights in the Confidential Information are granted hereby, except as expressly provided above. The Applicant's obligations hereunder shall survive until all information in the Confidential Information hereunder becomes publicly known. The Applicant hereby acknowledges that unauthorised disclosure or use of the Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Applicant agrees that the Agency shall have the<|eot_id|> <|start_header_id|>assistant<|end_header_id|> right to seek and obtain immediate injunctive relief or an equivalent measure before the competent court, in addition to any other rights and remedies it may have. The Declaration shall be governed by Union law, complemented, where necessary, by the law of Slovenia. Any dispute between the Agency and the Applicant in relation to the interpretation, application or validity of this Declaration which cannot be settled amicably shall be brought before the courts of Ljubljana. This Declaration shall bind and inure to the benefit of the Agency and Applicant and their successors and assigns. ["I Accept"]<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>not identify either Provider or any of the individuals employed by Provider to be solicited by such recruiting firm <|eot_id|> <|start_header_id|>assistant<|end_header_id|>or organization. The provisions of this Section 8 shall terminate and be of no further effect upon the acquisition of such Provider by a third party. 9. Standstill. Participant does not own any of the capital stock of the Company as of the Effective Date. Participant agrees that, for a period of one year after the date of this Agreement (the “Standstill Period”), unless specifically invited in writing by the Company, neither it nor (1) any of its majority-owned subsidiaries, (2) its Representatives (acting on its behalf), or (3) Roark Capital Acquisition LLC or its affiliates who receive Evalua<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>incidental or consequential loss or damages, consequential damages or loss of profits. This agreement is entered into as of ??/??/???? by and between: (1) COMPANY A FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (“COMPANY A”); and (2) COMPANY B FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (“COMPANY B”). WHEREAS COMPANY A and COMPANY B intend to disclose to each other certain information for the development and marketing of communication, audio, security and other added value products (the “Purpose”); and WHEREAS it is vital to the commercial interests of COMPANY A and COMPANY B th<|eot_id|> <|start_header_id|>assistant<|end_header_id|>at both parties recognise the strictly secret and confidential nature, as well as ownership, of the Information (as defined herein) to which each party may have access or which may be disclosed pursuant to the Purpose. NOW THEREFORE, this agreement witnesseth that in consideration of the premises and agreements herein, the parties hereby agree as follows: 1. In this agreement, “Information” shall mean the whole or any portion of any knowledge, data or information relating to the activities or business of each party which may be in tangible or intangible form, expressed orally, in writing or in any other form (whether or not marked confidential) including, but not limited to, financial information and data, business and financial plans, budgets, prices, marketing plans, market information, strategic information, information concerning customers, bookings and revenues, samples, trade secrets, technical information, drawings, sketches, data, techniques, studies, processes, systems, ideas, know-how, industry affiliations, photographs, computer programs, models, source codes, object codes, manuals, tape recordings and any documentation or other form of record. 2. This agreement shall govern the terms under which one party discloses Information to the other party in relation to the Purpose, regardless of whether the disclosure takes place before or after the date of this agreement. 3. The Information of each party is and shall remain that party’s sole, exclusive and valuable property. Nothing in this Agreement or in any disclosures of Information by either party shall be construed as granting or conferring to the other party any license, rights, title or any interest whatsoever in any such Information. 4. Each party shall hold in trust and confidence and protect and treat as strictly secret and confidential at all times the Information received from the other party, and in respect of such Information, each party agrees that it: (a) shall not directly or indirectly disclose, verbally, in writing or in any other form, or allow the Information to be disclosed to any other person, firm or company; (b) shall keep secret and shall not use, manipulate or exploit the Information, except for the Purpose and then only in strict accordance with the Purpose and the terms of this Agreement; (c) shall restrict disclosure of the Information to such of its employees or consultants or subcontractors who need to know for the Purpose and shall procure that such persons observe fully the provisions of this Agreement as if they were themselves parties to it; (d) shall not copy, store or distribute any Information or allow any Information to be copied, stored or distributed except for such copies, storage or distribution as are strictly required for the Purpose; (e) shall protect the commercial interest of the disclosing party and shall take the same precautions to protect the Information as a careful and prudent person would be expected to employ for its own business and confidential information and, in doing so, shall use reasonable care to protect the Information from unauthorised use, harm, exploitation, manipulation, modification, interference, misuse, misappropriation, copy or disclosure whatsoever, except <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ry to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, 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 the existence of this Agreement, the <|eot_id|> <|start_header_id|>assistant<|end_header_id|>fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agr<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>in. All prior negotiations, discussions and representations are merged into this Agreement. Each Party ackno<|eot_id|> <|start_header_id|>assistant<|end_header_id|>wledges that, except as expressly set forth herein, no representations of any kind or character have been made to it by any other party, or by any party's agents, representatives or attorneys, to induce the execution of this Agreement. 15. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 16. Authority to Enter Agreement. The individuals signing this Agreement represent and guarantee each of them has the authority to bind their respective corporate entity or other principal. 17. Copies of Agreement. A facsimile copy of this executed Agreement shall be deemed valid as if it were the original. Executed as of the date first set forth above. RECEIVING PARTY DISCLOSING PARTY ------------------------------------ Oregon Trail Ethanol Coalition, L.L.C. By: By: -------------------------------- -------------------------------- Its: Its: ------------------------------- ------------------------------- cc: GreenWay Consulting, LLC<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|> under this Agreement; (ii) is already known to Recipient prior to October 27, 1999, as evidenced by the written electronically stored records of the Party dated prior to October 27, 1999; or (iii) is or becomes publicly known through no wrongful act of Recipient or any person to whom the Recipient discloses such information; or (iv) is received by a third party without breach of this Agreement or any other obligation to maintain the confidentiality of such information; (v) is independently developed by Recipient; or (vi) is approved for release by written authorization of Owner; or (vii) is disclosed pursuant to the lawful requirement or request of a governmental agency, or disclosure is required by operation of law. 4. Each of the Parties agrees, unless otherwise required by law, not to disclose to any other person the fact that the Confidential information has been made available to the other Party, that discussions or negotiations are taking place concerning the Transaction between the Parties, or any of the terms, conditions or other facts with respect thereto (including the status thereof). 5. All written data delivered by Owner to the Recipient pursuant to this Agreement shall be and remain the property of Owner, and all such written data, and all copies thereof, shall be promptly returned to Owner upon written request, or destroyed at Owner's option. 6. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto, their heirs, successors, and assigns. 7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressed, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement. 8. This Agreement shall be construed, interpreted, and enforced pursuant to the laws and judicial precedents of the State of California, without reference to principles of conflicts of law. 9. This Agreement may be amended only by a written instrument duly executed by each of the Parties. 10. The undersigned represent and warrant that they are authorized to enter this Agreement and to be bound by the terms of this Agreement. 11. Neither Party makes any representations or warranties as to the accuracy or completeness of the Confidential Information and neither Party shall have any liability to the other resulting from any use of the Confidential Information which is consistent with this Agreement. 12. Without impairing any other provision hereof, each Party hereto will promptly advise the other of any breaches of this Agreement. 13. Nothing in this Agreement shall impose any obligation upon the Parties hereto to consummate a Transaction or to enter into any discussion or negotiations with respect thereto. 14. This Agreement shall be effective from and after the date set forth below and shall terminate eighteen months thereafter. IN WITNESS WHEREOF, the Parties hereto agree that the effective date of this Agreement shall be June 20th, 2000. Tribune Company By: /s/ David D. Hiller Title: P<|eot_id|> <|start_header_id|>assistant<|end_header_id|>resident, Tribune Interactive, Inc. Date: June 20, 2000 Knight-Ridder, Inc. By: /s/ Daniel J. Finnigan Title: Vice President Date: June 20, 2000 CareerBuilder, Inc. By: /s/ James A. Tholen Title: Senior Vice President and Chief Financial Officer Date: June 20, 2000<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>a that the data owner owns; The prospective applicant is seeking to do so for a purpose under the Biocidal Products Regulation 528/2012 (“the BPR”); The data owner is under an obligation in certain circumstances to share data with the prospective applicant and may in any event choose to do so regardless of that obligation; The Parties are entering into data sharing negotiations; A non-disclosure agreement is necessary to reassure the Parties that the use to which any information exchanged or otherwise disclosed during the negotiations will be limited to the legitimate purpose as established in the BPR; THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS: 1. Disclosure of Information a. A Party may disclose to the other Party information with a view to negotiating the sharing of data for a purpose under the BPR (“the Purpose”). The Parties agree that the terms and conditions set forth in this Agreement shall govern any such disclosure of information. All information disclosed by a Party or by Affiliates of a Party to the other Party or its respective Affiliates orally, electronically, writing or by any other means during the data sharing negotiations shall be considered as confidential unless expressly stated otherwise by the disclosing Party. All such confidential information shall be referred to hereinafter as " ". Information shall also include the identity of the Parties, the contents of this agreement and the fact that they have entered into this Agreement. b. The Information, including any material support containing Information, will remain the exclusive property of the disclosing Party and the receiving Party will not acquire any right, title, license or interest on or to the Information. c. For any disputes arising from the supply, receipt or use of Information by an Affiliate of a Party, this Party shall bear sole responsibility for the purposes of this Agreement. “ ” shall mean any company controlling, controlled by, or under common control with a Party to this Agreement, control meaning in this context the direct or indirect ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate more than half of the directors, or the power otherwise to determine the policy of a company or organisation. 2. Use of Information a. The receiving Party undertakes not to use the Information disclo<|eot_id|> <|start_header_id|>assistant<|end_header_id|>sed to it for any purpose except the Purpose. This Agreement does not constitute a license by implication or otherwise to use the Information commercially or otherwise. b. The Parties shall disclose the Information to their employees, Affiliates, external experts and/or consultants only on a need to know basis and only to the extent absolutely necessary for the Purpose. Each Party shall require that its external experts and/or consultants also have such policies and procedures in place to ensure their compliance with these confidentiality obligations. c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such 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|> agreement. 3. Onus. Auditor shall have the burden of proving that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the foregoing exceptions. 4. Permitted disclosure of audit related information: The auditor may share audit information with CERT-In or similar Government entities mandated under the law as and when called upon to do so by such agencies with prior written information to the auditee. 5. Exceptions. The Confidentiality obligations as enumerated in Article 2of this Agreement shall not applyin following cases: (a) Which is independently developed by Auditor or lawfully received from another source free of restriction and without breach of this Agreement; or (b) After it has become generally available to the public without breach of this Agreement by Auditor; or (c) Which at the time of disclosure to Auditor was known to such party free of restriction and evidenced by documents in the possession of such party; or (d) Which Auditee agrees in writing is free of such restrictions. (e) Which is received from a third party not subject to the obligation of confidentiality with respect to such Information; 6. Remedies. Auditor acknowledges that any actual or threatened disclosure or use of the Confidential Information by Auditor would be a breach of this agreement and may cause immediate and irreparable harm to Auditee or to its clients; Auditor affirms that damages from such disclosure or use by it may be impossible to measure accurately; and injury sustained by Auditee / its clients may be impossible to calculate and compensate fully. Therefore, Auditor acknowledges that in the event of such a breach, Auditee shall be entitled to specific performance by Auditor of its obligations contained in this Agreement. In addition Auditor shall compensate the Auditee for the loss or damages caused to the auditee actual and liquidated damages which may be demanded by Auditee. Liquidated damages not to exceed the Contract value. Moreover, Auditee shall be entitled to recover all costs of litigation including reasonable attorneys’ fees which it or they may incur in connection with defending its interests and enforcement of contractual rights arising due to a breach of this agreement by Auditor. All rights and remedies hereunder are cumulative and in addition to any other rights or remedies under any applicable law, at equity, or under this Agreement, subject only to any limitations stated herein. 7. Need to Know. Auditor shall restrict disclosure of such Confidential Information to its employees and/or consultants with a need to know (and advise such employees and/or consultants of the obligations assumed herein), shall use the Confidential Information only for the purposes set forth in the Agreement, and shall not disclose such Confidential Information to any affiliates, subsidiaries, associates and/or third party without prior written approval of the Auditee. No information relating to auditee shall be hosted or taken outside the country in any circumstances. 8. Intellectual Property Rights Protection. No license to a party, under any trademark, patent, copyright, design right, mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Confidential Information to such party. 9. No Conflict. The parties represent and warrant that the performance of its obligations hereunder do not and shall not conflict with any other agreement or obligation of the respective parties to which they are a party or by which the respective parties are bound. 10. Authority. The parties represent and warrant that they <|eot_id|> <|start_header_id|>assistant<|end_header_id|>have all necessary authority and power to enter into this Agreement and perform their obligations hereunder. 11. Governing Law. This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the jurisdiction of Courts and/or Forums situated at < Name of the city> 12. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof. 13. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. 14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 15. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such inva<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_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 the Disclosing Party a certificate confirming the destruction or return of all Confidential Information delivered hereunder. Notwithstanding the other provisions of this Section, Recipient may retain one copy of such Confidential Information for archival purposes only and such Confidential Information shall remain subject to this Agreement in accordance with the terms and conditions of this Agreement,. 15. No Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by either party without the prior written consent of the other party. 16. Governing Law; Severability. The validity, interpretation, and effect of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. The Parties hereby expressly consent to the exclusive personal jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts for any dispute arising from or relating to this Agreement. If any term or condition of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition hereof shall be valid and enforced to the fullest extent <|eot_id|> <|start_header_id|>assistant<|end_header_id|>permitted by law. In the event such determination prevents the accomplishment of the purpose of this Agreement, the invalid provision shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the Parties. 17. Entire Agreement; Amendment. This Agreement constitutes the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior negotiations, commitments and understandings, written or oral, with respect thereto. This Agreement may be executed by facsimile or electronic transmission in one or more counterparts, each of which shall be deemed an original and all counterparts will constitute one and the same agreement. No variation, amendment or other modification of this Agreement or waiver of any terms or provisions hereof shall be deemed valid unless in writing and signed by authorized representatives of both Parties. 18. Interpretation. In the Agreement, unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, and words denoting any gender shall include all genders, and words denoting natural persons shall include corporations and partnerships and vice versa. Whenever the words “include,” “includes,” or “including” are used in the Agreement, they shall be understood to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder,” and words of similar import, when used in the Agreement refer to the Agreement as a whole and not to any particular provision of the Agreement unless otherwise specified. All terms used herein with initial capital letters have the meanings ascribed to them herein, and all terms defined in the Agreement shall have such defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The definitions contained in the Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument, or statute defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement, instrument, or statute as from time to time amended, modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The headings used in this Agreement are merely for reference and impose no obligation nor have any substantive significance. Each of the Parties has participated in the drafting and negotiation of the Agreement. If any ambiguity or question of intent or interpretation arises, the Agreement must be construed as if it is drafted by all the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of the Agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate originals by their authorized representatives. NORTHEASTERN UNIVERSITY COMPANY By: By: Name: Name: Title: Title: Date: Date:<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>CORPORATE NON-DISCLOSURE AGREEMENT This Agreement is entered into and made effective as of the date set forth above by and between Intel Corporation (hereinafter "Intel"), and the participant identified below (hereinafter "Participant"). Unless the Participant indicates that this Agreement shall apply only to a specific division or location, this Agreement shall apply to the Participant's entire company. THE PARTIES AGREE AS FOLLOWS: CONFIDENTIAL INFORMATION TRANSMITTAL FORM. The confidential, proprietary and trade secret information of the disclosing party (hereinafter "Confidential Information") provided hereunder, is that information described in the Confidential Information Transmittal Record (CITR) form executed from time to time hereafter. CITR's are subject to the terms of this Agreement and shall be executed by the parties prior to the disclosure of Confidential Information. All information described in a CITR and marked with a "confidential," "proprietary," or similar legend shall be deemed Confidential Information. All Confidential Information received from the disclosing party shall be in <|eot_id|> <|start_header_id|>assistant<|end_header_id|>tangible form. The CITR shall set forth the disclosing party, a description of the Confidential Information disclosed, the names of the representatives of the parties and the date when the disclosure covered by the CITR commenced. OBLIGATIONS OF RECEIVING PARTY. The receiving party shall not disclose Confidential Information to any third party without the prior written approval of the disclosing party. The receiving party shall maintain the Confidential Information with at least the same degree of care that the receiving party uses to protect its own similar categories of confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party shall not make any copies of Confidential Information received from the disclosing party except as necessary for its employees with a need to know. Any copies which are made shall be identified as belonging to the disclosing party and marked "confidential," "proprietary," or with a similar legend. PERIOD OF CONFID<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>“the potential Franchisee”); CONSIDERING THAT the Franchisor, having invested time, effort, and money, has developed a unique and distinct system which they own and the aim of which is to establish and operate café/bistro-style restaurants with drive-thru service under the name “Tazza Caffe” (hereafter “the Franchise”); CONSIDERING THAT the potential Franchisee is initiating discussions with the Franchisor regarding the possibility of reaching a Franchise Agreement; CONSIDERING THAT, during these discussions, the potential Franchisee may acquire information considered confidential, non-public, or exclusive in nature; CONSIDERING THAT the potential Franchisee recognizes that the Franchisor is asking them to refrain from discussing the Franchise project and from disclosing any information (be it by written, oral, or electronic channels) to a third party (as described below), even if the information is known to the general public, since discussions between the potential Franchisee and a third party could jeopardize or be detrimental to the Franchisor’s interests; CONSIDERING THAT the potential Franchisee has received information—financial, operational, and other—concerning the Franchisor, including confidential, non-public information. This information has been requested by the potential Franchisee so that they may evaluate a potential transaction with the Franchisor. It is recognized that, in the event that the potential Agreement is reached, it is in the Franchisor’s best interest to make the confidential information available to the poten<|eot_id|> <|start_header_id|>assistant<|end_header_id|>tial Franchisee so that the latter may evaluate any transaction. AS A RESULT, THE PRESENT AGREEMENT ATTESTS THAT, in light of the above and considering the Agreements and obligations described below, as well as considering the payment of a nominal fee of 1 dollar ($ 1.00) by the Franchisor to the potential Franchisee (the reception and validity of which are recognized by the present Agreement), the involved parties mutually agree to the following: 1. Definitions: In this document, the following terms will have the following definitions: (a) “Third person” includes, but is not limited to, any person, company, association, organization, union, corporation, and any other entity or individual; (b) “Confidential information” refers to and encompasses any information acquired or received by the potential Franchisee from or concerning the Franchisor, including, without limiting the generality of the foregoing: i. any information concerning the Franchise, even if this information is known or available to the general public; ii. any information or data concerning the Franchise and the Franchisor; iii. any financial information concerning the Franchise and the Franchisor; iv. the present confidentiality Agreement. 2. Non-disclosure: The potential Franchisee recognizes that any confidential information could be used to the detriment of the Franchisor and the Franchise, and that the Franchisee disclosing any confidential information could cause irreparable damage to the Franchisor and the Franchise. The potential Franchisee hereby agrees to respect unconditionally the confidential nature of all confidential information and to never disclose or communicate any confidential information to a third party, be it directly or indirectly, or knowingly use this information for any purpose whatsoever, except with the Franchisor’s written consent. Furthermore, the potential Franchisee agrees to not discuss or communicate any aspect whatsoever of the confidential information, be it directly or indirectly, to any agent, director, employee, or any other representative EXCEPT if these individuals (i) have been informed of the confidential nature of the information and (ii) have duly completed and signed the certificate presented in Annex “A”. The potential Franchisee will be held accountable for any violation of this Agreement committed by their directors, agents, employees, representatives, and other professional representatives. 3. Necessary measures: The potential Franchisee agrees to take the necessary measures to ensure that the provisions of the present Agreement are respected to the same or greater degree that they would reasonably expect the confidentiality of their own information of the same nature to be respected. 4. Return of confidential information<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ll protect them in the same matter as the original. 7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations. 8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information. 9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement. (b) With respect to PCII I hereby assign to the entity owning the PCII and the United States Government, all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of PCII not consistent with the terms of this Agreement. 10. This Agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement. 11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. 12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect. 13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Government or any of its departments or agencies. 14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended; Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosure<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling. 15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law. 16. I represent and warrant that I have the authority to enter into this Agreement. 17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>trator. Arbitration shall be held in Hyderabad, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the parties. 12. This Agreement will be governed exclusively by the laws of India and subject to Clause 11, jurisdiction shall be vested exclusively in the courts at Hyderabad. 13. This Agreement shall not be amended, assigned or transferred by either party without the written consent of the other party. 14. This Agreement shall remain valid for a period of three (3) years from the date of execution of this Agreement which term may be extended by mutual consent in writing of both the parties. This Agreement may be terminated by either party by giving thirty (30) days notice in writing to the other party without assigning any reason whatsoever. The obligations of each party hereunder will continue and be binding irrespective of whether the discussion between the parties materialise into a specific understanding/business relationship or not and for a further period of three (3) years after termination/expiry of the Agreement. In any event, however, the obligations of each Party to maintain the confidentiality of the Confidential Information it has received under this agreement shall continue indefinitely as to Confidential Information constituting a trade secret under applicable law. 15. Each party will bear its own costs in connection with the activities undertaken in connection with this Agreement. 16. Nothing in this Agreement is intended to confer any rights/remedies under or by reason of this Agreement on any third party. 17. This Agreement supersedes all prior discussions and writings with respect to the Confidential Information and constitutes the entire Agreement between the parties with respect to the subject matter hereof. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) thereof shall be stricken from this Agreement and such provision shall not affect the legality, enforceability, or validity of the remainder of thi<|eot_id|> <|start_header_id|>assistant<|end_header_id|>s Agreement. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date and year written above. XIUS, a Division of Megasoft Limited Boston Communications Group, Inc. /s/ Upendra Bhatt /s/ Erain Galiogla Name: Upendra Bhatt Name: Erain Galiogla Designation: Vice President Designation: Vice President and General Manager<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>Confidential Information, and the Recipient covenants that any breach of this Agreement shall result in irreparable damage to State to which State shall have no adequate remedy at law, and the Recipient consents to an injunction by any court of competent jurisdiction in Juneau City and Borough, Alaska in favor of State enjoining any breach of this Agreement without the necessity of posting bond, or if bond is required, the same shall not exceed one hundred dollars, without prejudice to any other right or remedy to which State may be entitled. Section 14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Alaska (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to, matters of validity, construction, effect and performance. Section 15. Gender and Number. Words of any gender shall include the other gender and the neuter. Whenever the singular is used, the same shall include the plural wherever appropriate, and whenever the plural is used, the same shall also include the singular wherever appropriate. Without limiting the generality of the foregoing, the plural form of any term that is defined in the singular shall mean collectively all items so defined and the singular form of any term that is defined in the plural shall mean singly each item so defined. Section 16. References. All references in this Agreement to particular sections, subsections or articles shall, unless expressly otherwise provided, or unless the context otherwise requires, be deemed to refer to the specific sections or articles in this Agreement. The words "herein", "hereof", "hereunder", "hereinabove" and other words of similar import refer to this Agreement as a whole and not to any particular section, subsection or article hereof. Whenever a party to this Agreement agrees or is under an obligation not to unreasonably withhold its consent or approval to any matter, it shall be construed that such party is obligated not to unreasonably withhold, delay or condition its consent or approval. Section 17. Illustrative Terms. Whenever the word "including", "includes" or any variation thereof is used herein, such term shall be construed as a term of illustration and not a term of limitation. For example, the term "including" shall be deemed to mean "inclu<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ding, without limitation", and the term "includes" shall be deemed to mean "includes, without limitation". Section 18. Joint Preparation. This Agreement shall not be construed more strictly against any party because the party or its legal representatives participated in its drafting. Section 19. Response to Subpoena. Recipient shall promptly notify State if it receives a subpoena or other legal process seeking the disclosure of Confidential Information. Such notification shall be provided in a timeframe that allows State a reasonable amount of time to respond to the subpoena, object to the subpoena, or to otherwise intervene in the action to which the subpoena pertains. Section 20. Notification of Claims. Recipient shall promptly notify State upon notification or receipt of any civil or criminal claims, demands, causes of action, lawsuits, or governmental enforcement actions arising out of or related to this Agreement or the Confidential Information, regardless of whether State and/or Recipient are named as parties in such claims, demands, causes of action, lawsuits, or enforcement actions. Section 21. Assistance in Litigation or Administrative Proceedings. Recipient shall make itself and any Recipient Representatives, available to State to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against State based upon a claimed violation of any laws protecting the use or disclosure of the Confidential Information. Section 22. No Third Party Beneficiaries. It is the intent of the Parties that this Agreement is to be effective only in regards to their rights and obligations with respect to each other. It is expressly not the intent of the Parties to create any independent rights in any third party or to make any third-party beneficiary of this Agreement and no privity of contract shall exist between third parties and each Party. □ Agree □ Disagree I have read and agree to the terms of this Agreement, and represent and warrant that I have authority to bind this entity named below to these terms and conditions. Printed Name of Authorized Representative Title Signature Date Contractor Name<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ii) Recipient: (1) Shall not disclose Confidential Information to any employee or subcontractor of Recipient unless such person needs access in order to facilitate the evaluation and preparation of a response to RF<|eot_id|> <|start_header_id|>assistant<|end_header_id|>P CSP903918 and executes a nondisclosure agreement with the Recipient with terms no less restrictive than those of this Section 2)b); <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ervices, IT infrastructure, etc. shall also be considered Confidential Information. (b) The term “Auditee products” shall include all such products, goods, services, deliverables, which are subject to audit by the empanelled auditor under the Agreement. 2 Protection of Confidential Information: With respect to any Confidential Information disclosed to it or to which it has access, Auditor affirms that it shall: (a) Use the Confidential Information as necessary only in connection with scope of audit and in accordance with the terms and conditions contained herein; (b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with the Confidential Information than the parties take to protect the confidentiality of its own proprietary and confidential information and that of its other clients; (c) Not to make or retain copy of any details of products and/or services, prototypes, business or marketing plans, Client lists, Proposals developed by or originating from Auditee or any of the prospective clients of Auditee. (d) Not to make or retain copy of any details of results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee’s products and/or services, IT infrastructure, etc. without the express written consent of Auditee. (e) Not to disclose or in any way assist or permit the disclosure of any Confidential Information to any other person or entity without the express written consent of the auditee ; and (f) Return to the auditee, or destroy, at auditee’s discretion, any and all Confidential Information disclosed in a printed form or other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies, summaries, records and reproductions thereof) immediately on (i) expiration or termination of this agreement, or (ii) the request of Auditee there for. (g) Not to send Auditee’s audit information or data and/or any such Confide<|eot_id|> <|start_header_id|>assistant<|end_header_id|>ntial Information at any time outside India for the purpose of storage, processing, analysis or handling without the express written consent of the Auditee. (h) The auditor shall use only the best possible secure methodology to avoid confidentiality breach, while handling audit related data for the purpose of storage, processing, transit or analysis including sharing of information with auditee. (i) Not to engage or appoint any non-resident/foreigner to undertake any activity related to Information Security Audit. (j) Not to discuss with any member of public, media, press, any or any other person about the nature of arrangement entered into between the Auditor and the Auditee or the nature of services to be provided by Auditor to the Auditee. (k) Make sure that all the employees and/or consultants engaged to undertake any audit on its behalf have signed the mandatory non-disclosure agreement. 3. Onus. Auditor shall have the burden of proving that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the foregoing exceptions. 4. Permitted disclosure of audit related information: The auditor may share audit information with STQC or similar Government entities mandated under the law as and when called upon to do so by such agencies with prior written information to the auditee. 5. Exceptions. The Confidentiality obligations as enumerated in Article 2 of this Agreement shall not apply in following cases: (a) Which is independently developed by Auditor or lawfully received from another, source free of restriction and without breach of this Agreement; or (b) After it has become generally available to the public without breach of this Agreement by Auditor; or (c) Which at the time of disclosure to Auditor was known to such party free of restriction and evidenced by documents in the possession of such party; or (d) Which Auditee agrees in writing is free of such restrictions. (e) Which is received from a third party not subject to the obligation of confidentiality with respect to such Information; 6. Remedies. Auditor acknowledges that any actual or threatened disclosure or use of the Confidential Information by Auditor would be a breach of this agreement and may cause immediate and irreparable harm to Auditee or to its clients; Auditor affirms that damages from such disclosure or use by it may be impossible to measure accurately; and injury sustained by Auditee / its clients may be impossible to calculate and compensate fully. Therefore, Auditor acknowledges that in the event of such a breach, Auditee shall be entitled to specific performance by Auditor of its obligations contained in this Agreement. In addition, Auditor shall compensate the Auditee for the loss or damages caused to the auditee, actual and liquidated damages, which may be demanded by Auditee with liquidated damages not to exceed the Contract value. Moreover, Auditee shall be entitled to recover all costs of litigation including reasonable attorneys’ fees which it or they may incur in connection with defending its interests and enforcement of contractual rights arising due to a breach of this agreement by Auditor. All rights and remedies hereunder are cumulative and in addition 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|>dvisers of the provisions of this Agreement and shall be responsible for ensuring compliance with the said provisions by all agents and professional advisers. Receiving Party acknowledges<|eot_id|> <|start_header_id|>assistant<|end_header_id|> and agrees that due to the sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to the Disclosing Party and that the Disclosing Party shall therefore be entitled to equitable relief in addition to all other remedies available at law. In addition, the Receiving Party acknowledges that the following specific Confidential Information, namely: Knowledge of the identity of the Disclosing Party, coupled with the fact that that the Disclosing Party’s practice(s) are for sale, or that the Disclosing Party has commissioned appraisal(s) for the possible sale of same would, if disclosed by the Receiving Party and such information thereby came to the knowledge of STAFF (either employees or associates) of the practices, cause significant damages to the Disclosing Party though departure of STAFF and/or Patients, which damages would be difficult to quantify. Accordingly, Receiving Party acknowledges that a breach of this confidentiality agreement with respect to this specific Confidential Information which results in such information becoming known to STAFF and/or Patients will entitle Disclosing Party to liquidated damages in the sum of $250,000.00, it being expressly understood and agreed that such sum is a genuine pre-estimate of damages and not penalty. All negotiating, drafting and presentations of offers shall be handled through ROI Corporation, as AGENT FOR THE VENDOR, on ROI Corporation’s standard offer documentation and that I will seek independent legal advice for review prior to issuing my signature. This Agreement is valid for 36 months and will expire 3 years from the date it was signed. Per: date: Please print name of above <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|> <|start_header_id|>user<|end_header_id|>ent based upon any assertion that one party or the other has drafted this Agreement or any provision hereof. (f) Term. This Agreement, and the parties’ respective rights and obligations hereunder, shall terminate on the second anniversary of the date hereof; provided that any Evaluation Material that is a trade secret shall remain confidential for so long as such Evaluation Material is considered a trade secret under applicable law. Please confirm your agreement with the foregoing by si<|eot_id|> <|start_header_id|>assistant<|end_header_id|>gning and returning one copy of this letter to the undersigned, whereupon this letter shall become a binding agreement between you and Vocus. Very truly yours, Vocus, Inc. By: /s/ Stephen A. Vintz Name: Stephen A. Vintz Title: Executive Vice President/Chief Financial Officer Accepted and agreed as of the date first written above. GTCR LLC By: /s/ Joseph Navea Name: Joseph Navea Title: Documentation Coordinator<|eot_id|>