orgrctera/legalbenchrag_contractnli_qa huggingface dataset:
Question: Consider RROI's Confidentiality Agreement; Does the document include a clause that prohibits the Receiving Party from soliciting some of the Disclosing Party's representatives?
Answer (supporting contract language):
The Recipient will not, and the Recipient will cause its Representatives not to, solicit for hire or employment, directly or indirectly, any officer or employee of the Disclosing Party or its direct and indirect subsidiaries that the Recipient becomes aware of or is in contact with in connection with its evaluation of a Transaction. 
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: 
(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;
Question: Consider New York City Bar Association's Non-Disclosure Agreement; Does the document indicate that the Agreement does not grant the Receiving Party any rights to the Confidential Information?
Answer (supporting contract language):
Buyer agrees that Buyer and its Representatives shall (i) use the Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction (or other legal, audit or compliance purposes permitted by this Agreement);13 
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.
Question: Consider the Terms of Collaboration Agreement between McGill University and Mitacs; Does the document allow the Receiving Party to acquire information similar to the Confidential Information from a third party?
Answer (supporting contract language):
Exceptions to Confidential Information: This Agreement does not apply to information that:
iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;
Question: Consider NSK's Confidentiality Agreement for Suppliers; Does the document include a clause that prevents the Receiving Party from disclosing the fact that the Agreement was agreed upon or negotiated?
Answer (supporting contract language):
2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes:
a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;
Question: Consider Kerber's Non-Disclosure Agreement; Does the document specify whether the Receiving Party is required to destroy or return Confidential Information upon the termination of the Agreement?
Answer (supporting contract language):
If either party elects not to pursue any further business undertaking, each party will promptly return upon request all tangible information including any and all copies thereof relating to all Confidential Information.
Question: Consider Excelerate's Non-Disclosure Agreement; Does the document allow the Receiving Party to acquire information similar to the Confidential Information from a third party?
Answer (supporting contract language):
6. The conditions of Paragraph 4 hereof shall not apply to information which:
b. Was 
(ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or
Question: Consider Simply Fashion's Non-Disclosure Agreement; Does the document allow the Receiving Party to independently develop information that is similar to the Confidential Information?
Answer (supporting contract language):
3. This Agreement shall not apply to, and Potential Purchaser shall have no obligation with respect to, any information which 
(iv) is independently developed or acquired by Potential Purchaser without violation of this Agreement, or
Question: Consider RROI's Confidentiality Agreement; Does the document allow verbally conveyed information to be considered as Confidential Information?
Answer (supporting contract language):
“Evaluation Material” means all information (including information in the form not only of written information but also information which may be transmitted orally, visually or by any other means) provided to the Recipient by the Disclosing Party or any of its Representatives relating to the Disclosing Party its direct and indirect, subsidiaries and their business, affairs, financial position, assets, operations and activities including, without limitation, information provided for inspection in any data room and all reports, evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or data, financials, trade secrets or any other documents or information pertaining in any way whatsoever to the Disclosing Party and its direct and indirect subsidiaries, together with all analysis, evaluations, compilations, notes, studies or other documents prepared by the Recipient or its Representatives containing or based upon, in whole or in part, such information or reflecting the review of, or interest in the Disclosing Party or the Transaction and includes all information, if any, previously made available to the Recipient or its Representatives; provided that Evaluation Materials will not include any information which:
Question: Consider the Non-Disclosure Agreement between GTL and Inria; Does the document restrict the use of Confidential Information to the purposes stated in the Agreement?
Answer (supporting contract language):
The Grenoble Traffic Lab (GTL) Data and all related documentation and information provided by Inria will be used only for the limited purpose of evaluation hereunder, and will not be used for any other purpose, or in any manner adversarial to Inria.
Question: Consider the Terms of Collaboration Agreement between McGill University and Mitacs; Does the document require the Receiving Party to notify the Disclosing Party if they are required by law, regulation, or judicial process to disclose any Confidential Information?
Answer (supporting contract language):
Exceptions to Confidential Information: This Agreement does not apply to information that:
v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure.
Question: Consider Kenway's Non-Disclosure Agreement; Does the document restrict the use of Confidential Information to the purposes stated in the Agreement?
Answer (supporting contract language):
The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
(a) not use or exploit the Confidential Information in any way except for the Purpose;
Question: Consider Excelerate's Non-Disclosure Agreement; Does the document require the Receiving Party to notify the Disclosing Party if they are required by law, regulation, or judicial process to disclose any Confidential Information?
Answer (supporting contract language):
7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order.
Question: Consider Simply Fashion's Non-Disclosure Agreement; Does the document state that Confidential Information shall only include technical information?
Answer (supporting contract language):
Potential Purchaser desires to obtain certain confidential and proprietary information from the Company with respect to (i) one of more of the existing leases of non-residential real property related to the Company’s store locations (collectively, the “Leases”), and/or
Question: Consider RROI's Confidentiality Agreement; Does the document permit the Receiving Party to retain some Confidential Information even after its return or destruction?
Answer (supporting contract language):
To the extent that such computer back-up procedures create copies of the Evaluation Material, Recipient may retain such copies in its archival or back-up computer storage for the period it normally archives backed-up computer records, which copies shall be subject to the provision of this Agreement until the same are destroyed, and shall not be accessed by Recipient during such period of archival or back-up storage other than as might be required by this Agreement.
Question: Consider NSK's Confidentiality Agreement for Suppliers; Does the document indicate that the Agreement does not grant the Receiving Party any rights to the Confidential Information?
Answer (supporting contract language):
6.2. Nothing in this Agreement shall be interpreted as a grant, by the Disclosing Party, of any license, title, interest or proprietary right to the Receiving Party in the Disclosing Party’s Confidential Information or its products embodying the same.
Question: Consider The Munt's Non-Disclosure Agreement; Does the document allow the Receiving Party to share some Confidential Information with their employees?
Answer (supporting contract language):
The Disclosee will procure that prior to the disclosure to any other person (including any professional advisor) of any Confidential Information, such other person is made aware of the provisions of this Agreement and the fact that the Disclosee will be liable.
Question: Consider Kenway's Non-Disclosure Agreement; Does the document allow the Receiving Party to share some Confidential Information with their employees?
Answer (supporting contract language):
“Representative”: means employees, agents, officers, advisers and other representatives of the Recipient.
The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:
Question: Consider the Terms of Collaboration Agreement between McGill University and Mitacs; Does the document allow the Receiving Party to share some Confidential Information with third parties, including consultants, agents, and professional advisors?
Answer (supporting contract language):
Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality.
Question: Consider the Non-Disclosure Agreement between GTL and Inria; Does the document permit the Receiving Party to retain some Confidential Information even after its return or destruction?
Answer (supporting contract language):
Promptly upon expiration or termination of this Agreement, user will cease using all GTL Data, and will return to Inria, or destroy, all originals and all copies of the GTL Data and other materials provided by Inria under this Agreement, and also certify such return or destruction in a reasonable and customary certificate provided by Inria.
Question: Consider Excelerate's Non-Disclosure Agreement; Does the document permit the Receiving Party to create a copy of some Confidential Information under certain circumstances?
Answer (supporting contract language):
8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed.
b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above.
Question: Consider Simply Fashion's Non-Disclosure Agreement; Does the document include a clause that prevents the Receiving Party from disclosing the fact that the Agreement was agreed upon or negotiated?
Answer (supporting contract language):
As a condition to furnishing any information which is confidential and/or proprietary in nature to Potential Purchaser, the Company requires that Potential Purchaser agree to treat confidentially all written information of a proprietary or confidential nature, that the Company furnishes to Potential Purchaser (including, but not limited to, copies of the Leases), except as may otherwise herein be provided (collectively being the “Evaluation Materials”), and the Parties agree to keep confidential, communications by and between the Parties of a proprietary or confidential nature, arising from or relating to the Proposed Transaction.
Question: Consider RROI's Confidentiality Agreement; Does the document allow the Receiving Party to independently develop information that is similar to the Confidential Information?
Answer (supporting contract language):
“Evaluation Material” means all information (including information in the form not only of written information but also information which may be transmitted orally, visually or by any other means) provided to the Recipient by the Disclosing Party or any of its Representatives relating to the Disclosing Party its direct and indirect, subsidiaries and their business, affairs, financial position, assets, operations and activities including, without limitation, information provided for inspection in any data room and all reports, evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or data, financials, trade secrets or any other documents or information pertaining in any way whatsoever to the Disclosing Party and its direct and indirect subsidiaries, together with all analysis, evaluations, compilations, notes, studies or other documents prepared by the Recipient or its Representatives containing or based upon, in whole or in part, such information or reflecting the review of, or interest in the Disclosing Party or the Transaction and includes all information, if any, previously made available to the Recipient or its Representatives; provided that Evaluation Materials will not include any information which: 
(iii) has been independently acquired or developed by the Recipient without violating any of its obligations under this or any other agreement the Recipient may have with any Person;
Question: Consider the Non-Disclosure Agreement between GTL and Inria; Does the document mention that some obligations of the Agreement may survive the termination of the Agreement?
Answer (supporting contract language):
The obligation of confidentiality will remain until the GTL data are released to public or have fallen into public domain.
Question: Consider the Terms of Collaboration Agreement between McGill University and Mitacs; Does the document allow verbally conveyed information to be considered as Confidential Information?
Answer (supporting contract language):
j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.
Question: Consider Kenway's Non-Disclosure Agreement; Does the document allow the Receiving Party to acquire information similar to the Confidential Information from a third party?
Answer (supporting contract language):
“Confidential Information:” means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to:
but not including any information:
(c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient;
Question: Consider the Non-Disclosure Agreement between NREL and Another Company; Does the document restrict the use of Confidential Information to the purposes stated in the Agreement?
Answer (supporting contract language):
b. Receiving Party will treat Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, as confidential and proprietary and will use such information only for the Purpose.
Question: Consider Excelerate's Non-Disclosure Agreement; Does the document allow the Receiving Party to share some Confidential Information with third parties, including consultants, agents, and professional advisors?
Answer (supporting contract language):
7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order.
Question: Consider The Munt's Non-Disclosure Agreement; Does the document require the Receiving Party to notify the Disclosing Party if they are required by law, regulation, or judicial process to disclose any Confidential Information?
Answer (supporting contract language):
In the event that the Disclosee or any of its Representatives becomes legally compelled to disclose any of the Confidential Information to a regulatory authority or to any other entity or third party, the Disclosee shall immediately notify the Sellers before disclosing such Confidential Information, so that the Sellers may seek a protective order or other appropriate remedy, without prejudice to the Disclosee’s remedies under this Agreement.
Question: Consider RROI's Confidentiality Agreement; Does the document mention that some obligations of the Agreement may survive the termination of the Agreement?
Answer (supporting contract language):
Notwithstanding the destruction or return of the Evaluation Material, Recipient and its Representatives will continue to be bound by the obligations of confidentially and all other obligations hereunder during the term of this Agreement.
22. Enforceability: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
Question: Consider the Non-Disclosure Agreement between GTL and Inria; Does the document indicate that the Agreement does not grant the Receiving Party any rights to the Confidential Information?
Answer (supporting contract language):
The GTL Data remain the exclusive sole property of Inria. The present Agreement does not grant any transfer or assignment of commercial/exploitation/property rights on identified know-how, patents, software or any other intellectual property right held by Inria to the Organization.
Question: Consider the Terms of Collaboration Agreement between McGill University and Mitacs; Does the document permit the Receiving Party to retain some Confidential Information even after its return or destruction?
Answer (supporting contract language):
Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement.
Question: Consider Kenway's Non-Disclosure Agreement; Does the document require the Receiving Party to notify the Disclosing Party if they are required by law, regulation, or judicial process to disclose any Confidential Information?
Answer (supporting contract language):
2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
Question: Consider Excelerate's Non-Disclosure Agreement; Does the document allow verbally conveyed information to be considered as Confidential Information?
Answer (supporting contract language):
5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed.