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"34_nda-11"
"34_nda-11_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information."
"Not mentioned"
"34_nda-16"
"34_nda-16_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement."
"Entailment"
"34_nda-15"
"34_nda-15_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Agreement shall not grant Receiving Party any right to Confidential Information."
"Entailment"
"34_nda-10"
"34_nda-10_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party shall not disclose the fact that Agreement was agreed or negotiated."
"Entailment"
"34_nda-2"
"34_nda-2_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Confidential Information shall only include technical information."
"Not mentioned"
"34_nda-1"
"34_nda-1_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"All Confidential Information shall be expressly identified by the Disclosing Party."
"Entailment"
"34_nda-19"
"34_nda-19_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Some obligations of Agreement may survive termination of Agreement."
"Entailment"
"34_nda-12"
"34_nda-12_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party may independently develop information similar to Confidential Information."
"Entailment"
"34_nda-20"
"34_nda-20_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information."
"Not mentioned"
"34_nda-3"
"34_nda-3_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Confidential Information may include verbally conveyed information."
"Entailment"
"34_nda-18"
"34_nda-18_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party shall not solicit some of Disclosing Party's representatives."
"Not mentioned"
"34_nda-7"
"34_nda-7_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors)."
"Entailment"
"34_nda-17"
"34_nda-17_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party may create a copy of some Confidential Information in some circumstances."
"Entailment"
"34_nda-8"
"34_nda-8_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information."
"Entailment"
"34_nda-13"
"34_nda-13_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party may acquire information similar to Confidential Information from a third party."
"Entailment"
"34_nda-5"
"34_nda-5_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party may share some Confidential Information with some of Receiving Party's employees."
"Entailment"
"34_nda-4"
"34_nda-4_0"
"NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made by and between: (i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter “UNHCR” or the “Discloser”); and (ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the “Bidder” or the “Recipient”). The Discloser and Recipient are also referred to collectively as the “Parties” and individually as a “Party”. RECITALS WHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the “RFP”), it is advantageous to share certain data and information with the Bidder participating in the RFP; WHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP; WHEREAS the Bidder is willing to ensure that UNHCR’s data and information will be held in strict confidence and only used for the permitted purpose; NOW, THEREFORE, the Parties agree as follows: 1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential. 2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows: 2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; 2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed; 2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or, 2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder. 2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies. 3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. 4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof. 5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time. 6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient’s obligations under this Agreement. 7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship. 8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement. 9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. 10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ. 11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise. 12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof. 14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so. IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below: For and on behalf of UNHCR: For and on behalf of the Bidder: ________________________ ________________________ Name: Name: Title: Title: Date: Date: "
"Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement."
"Entailment"
"86_nda-11"
"86_nda-11_0"
"NON-DISCLOSURE AGREEMENT AND TERMS OF PARTICIPATION Table of Content 1 Eligibility ..........................................................................................................................................2 2 Procedure and terms of participation ...............................................................................................3 3 Payment ..........................................................................................................................................4 4 Definition of confidential information ..............................................................................................4 5 Non-disclosure of confidential information / obligations of Mentor .................................................4 6 Discontinuation of use, return of materials ......................................................................................5 7 Notice of required disclosure ...........................................................................................................5 8 Proprietary rights, limited right to use ..............................................................................................6 9 Term ................................................................................................................................................6 10 Governing law ................................................................................................................................6 11 Jurisdiction .....................................................................................................................................6 12 Notification of unauthorised use ....................................................................................................6 13 Remedies .......................................................................................................................................7 14 Miscellaneous ................................................................................................................................7 Preamble The Organiser of the Copernicus Masters and the Copernicus Accelerator 2017 is Anwendungszentrum GmbH Oberpfaffenhofen (hereinafter “Organiser”). The Earth monitoring competition Copernicus Masters aims to support the development of market-oriented applications based on Earth observation data. In 2017, the Copernicus Masters is again enriched by the Copernicus Accelerator, a European Commission programme. Through this initiative, the 50 best finalists of the Copernicus Masters, selected by an international expert panel will automatically be granted access to a business coaching scheme provided by high-level professionals, that will act as mentors. To actively participate in the Copernicus Accelerator programme, Mentor commits to the following Non-Disclosure-Agreement and Terms of Participation. 1 Eligibility Mentor is a resident of one of the Copernicus participating countries1 or is employed with a legal identity registered in the territory of one of the Copernicus participating countries, willing to support and help develop the Ideas of the finalists of the Copernicus Masters 2017 (hereinafter “Participants”). Professionals who pursue becoming mentors need to apply via the dedicated platform, inserting all required details, which can be edited anytime by Mentor. Their request needs to be validated by the Organiser and the European Commission, who can refuse participation in case of non-eligibility or conflict of interest. After verification of all details entered, the Organiser will notify the Mentor about the outcome of his/her submission. Even after validation, the Organiser cannot guarantee that there will be an actual match between Mentor and Participants. Mentor confirms that Mentor has not been involved in the development of any of the Ideas to be coached at any stage and that Mentor has no personal or commercial connection to any Participant of the Copernicus Accelerator that would influence an objective development of Ideas. 1 The Copernicus Participating countries include all the EU Member States, in addition to Norway and Iceland. 2 Procedure and Terms of Participation The Copernicus Accelerator programme is comprised of different phases, for a total coaching support of approximately one year, aimed at helping Participants´ Ideas achieving measurable results. When submitting the request to become Mentor, Mentor needs to specify in which fields he/she can support Participants, in order to allow a suitable matchmaking with the requests and needs communicated by Participants. When a Mentor is requested by a Participant of the programme, he/she can access the Participant's profile and examine the submitted idea, in order to decide whether to confirm the request or not. Mentors can only advise up to two participants. Mentors will meet the Participants at the Accelerator Bootcamp, that will take place in line with the Awards Ceremony of the Copernicus Masters, the European Satellite Navigation Competition (ESNC), and the accompanying Satellite Masters Conference from 6 - 8 November 2017 in Tallinn, Estonia. Mentor´s participation to this event is mandatory, as it will set forth the official start of their relationship: Mentor and Participants will begin developing a coaching plan together, that will include objectives and KPIs of their affiliation. Monthly virtual interactions need to be planned by Mentor, to ensure a continuous acceleration of the Participants Ideas´ towards business maturity. A mid-term review and survey will be required by April 2018, to evaluate progress made and ensure that the recommendations of the coaching plan are currently implemented by Participants. In case of a non-positive matching or non-compliance to his/her assigned duties (having monthly interactions with the mentees, keeping contacts with the Copernicus Accelerator team, promptly informing the organizers about any relevant issue connected to the coaching relationship), Mentor may be replaced by a more suitable candidate for the Participants´ needs. Mentor will actively support Participants until July 2018, and will then submit a final report together, detailing the outcome of the coaching experience. The Organiser will continuously monitor all relationships, in order to assist both parties and guarantee a positive outcome of the programme. Mentor needs to deliver all requested reports and schedule all requested meetings. The Organiser will provide Mentor with templates for the documents to be produced. Mentors and Participants will meet again at the closing bootcamp, held in October/November 2018, that will official seal the closing of their mentoring relationship. At the end of the coaching service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants. 3 Payment The Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her. 4 Definition of Confidential Information “Confidential Information” means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include: > information already known or independently developed by Mentor prior to the disclosure of any Idea; > information already in the public domain through no wrongful act of Mentor; or > information received from a third party who was free to disclose such information. In case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential. 5 Non-Disclosure of Confidential Information / Obligations of Mentor Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas. Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants. Mentor shall require his/her employees who will have access to Confidential Information to commit to a non-disclosure agreement that protects the Confidential Information to at least the same degree as this Agreement. Mentor shall take all reasonable measures to protect the secrecy of, and avoid any unauthorised disclosure or use of Confidential Information. Such measures shall include the highest degree of care that Mentor utilises to protect Mentor’s own confidential information of a similar nature, but no less than reasonable care. Notwithstanding Mentor’s right to assess and rate the Ideas of the Participants, Mentor shall not use the Confidential information for his/her own or third parties purposes and shall not file for any intellectual property right protection for the Confidential Information or parts of it. Mentor shall notify Organiser immediately in writing of any misuse or misappropriation of any Confidential Information that may come to Mentor’s attention. Mentor agrees to segregate all Confidential Information relating to this agreement from Confidential Information of others to avoid commingling. 6 Discontinuation of Use, Return of Materials At Organiser’s first request, Mentor shall: (a) discontinue all use of Confidential Information; (b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information; (c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information; (d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor; (e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and (f) warrant in writing to Organiser, within ten (10) days after Organiser’s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4. 7 Notice of Required Disclosure If Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order. 8 Proprietary Rights, Limited Right to Use Any and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017. 9 Term This Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties. 10 Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany. 11 Jurisdiction The place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht München I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing. 12 Notification of Unauthorised Use Mentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with Organiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication. 13 Remedies Mentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor’s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants. 14 Miscellaneous This Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except by an agreement in writing, signed by both of the parties. The failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement. Mentor is aware that an unauthorised disclosure of the Ideas and of the assessment and development of the Ideas and of any Confidential Information may lead to serious damage to Participants and the Organiser of the Copernicus Accelerator 2017. This Agreement shall be for the benefit of the Participants. The Organiser and the European Commission will use the Mentor´s contact information to inform him/her of all matters related to the Copernicus Accelerator 2017 and of any other issues the Organiser and the European Commission deem relevant and appropriate. The failure or delay on the part of either party to exercise any right under this agreement shall not be deemed a waiver of any rights under this agreement. "
"Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information."
"Not mentioned"
"86_nda-16"
"86_nda-16_0"
"NON-DISCLOSURE AGREEMENT AND TERMS OF PARTICIPATION Table of Content 1 Eligibility ..........................................................................................................................................2 2 Procedure and terms of participation ...............................................................................................3 3 Payment ..........................................................................................................................................4 4 Definition of confidential information ..............................................................................................4 5 Non-disclosure of confidential information / obligations of Mentor .................................................4 6 Discontinuation of use, return of materials ......................................................................................5 7 Notice of required disclosure ...........................................................................................................5 8 Proprietary rights, limited right to use ..............................................................................................6 9 Term ................................................................................................................................................6 10 Governing law ................................................................................................................................6 11 Jurisdiction .....................................................................................................................................6 12 Notification of unauthorised use ....................................................................................................6 13 Remedies .......................................................................................................................................7 14 Miscellaneous ................................................................................................................................7 Preamble The Organiser of the Copernicus Masters and the Copernicus Accelerator 2017 is Anwendungszentrum GmbH Oberpfaffenhofen (hereinafter “Organiser”). The Earth monitoring competition Copernicus Masters aims to support the development of market-oriented applications based on Earth observation data. In 2017, the Copernicus Masters is again enriched by the Copernicus Accelerator, a European Commission programme. Through this initiative, the 50 best finalists of the Copernicus Masters, selected by an international expert panel will automatically be granted access to a business coaching scheme provided by high-level professionals, that will act as mentors. To actively participate in the Copernicus Accelerator programme, Mentor commits to the following Non-Disclosure-Agreement and Terms of Participation. 1 Eligibility Mentor is a resident of one of the Copernicus participating countries1 or is employed with a legal identity registered in the territory of one of the Copernicus participating countries, willing to support and help develop the Ideas of the finalists of the Copernicus Masters 2017 (hereinafter “Participants”). Professionals who pursue becoming mentors need to apply via the dedicated platform, inserting all required details, which can be edited anytime by Mentor. Their request needs to be validated by the Organiser and the European Commission, who can refuse participation in case of non-eligibility or conflict of interest. After verification of all details entered, the Organiser will notify the Mentor about the outcome of his/her submission. Even after validation, the Organiser cannot guarantee that there will be an actual match between Mentor and Participants. Mentor confirms that Mentor has not been involved in the development of any of the Ideas to be coached at any stage and that Mentor has no personal or commercial connection to any Participant of the Copernicus Accelerator that would influence an objective development of Ideas. 1 The Copernicus Participating countries include all the EU Member States, in addition to Norway and Iceland. 2 Procedure and Terms of Participation The Copernicus Accelerator programme is comprised of different phases, for a total coaching support of approximately one year, aimed at helping Participants´ Ideas achieving measurable results. When submitting the request to become Mentor, Mentor needs to specify in which fields he/she can support Participants, in order to allow a suitable matchmaking with the requests and needs communicated by Participants. When a Mentor is requested by a Participant of the programme, he/she can access the Participant's profile and examine the submitted idea, in order to decide whether to confirm the request or not. Mentors can only advise up to two participants. Mentors will meet the Participants at the Accelerator Bootcamp, that will take place in line with the Awards Ceremony of the Copernicus Masters, the European Satellite Navigation Competition (ESNC), and the accompanying Satellite Masters Conference from 6 - 8 November 2017 in Tallinn, Estonia. Mentor´s participation to this event is mandatory, as it will set forth the official start of their relationship: Mentor and Participants will begin developing a coaching plan together, that will include objectives and KPIs of their affiliation. Monthly virtual interactions need to be planned by Mentor, to ensure a continuous acceleration of the Participants Ideas´ towards business maturity. A mid-term review and survey will be required by April 2018, to evaluate progress made and ensure that the recommendations of the coaching plan are currently implemented by Participants. In case of a non-positive matching or non-compliance to his/her assigned duties (having monthly interactions with the mentees, keeping contacts with the Copernicus Accelerator team, promptly informing the organizers about any relevant issue connected to the coaching relationship), Mentor may be replaced by a more suitable candidate for the Participants´ needs. Mentor will actively support Participants until July 2018, and will then submit a final report together, detailing the outcome of the coaching experience. The Organiser will continuously monitor all relationships, in order to assist both parties and guarantee a positive outcome of the programme. Mentor needs to deliver all requested reports and schedule all requested meetings. The Organiser will provide Mentor with templates for the documents to be produced. Mentors and Participants will meet again at the closing bootcamp, held in October/November 2018, that will official seal the closing of their mentoring relationship. At the end of the coaching service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants. 3 Payment The Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her. 4 Definition of Confidential Information “Confidential Information” means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include: > information already known or independently developed by Mentor prior to the disclosure of any Idea; > information already in the public domain through no wrongful act of Mentor; or > information received from a third party who was free to disclose such information. In case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential. 5 Non-Disclosure of Confidential Information / Obligations of Mentor Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas. Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants. Mentor shall require his/her employees who will have access to Confidential Information to commit to a non-disclosure agreement that protects the Confidential Information to at least the same degree as this Agreement. Mentor shall take all reasonable measures to protect the secrecy of, and avoid any unauthorised disclosure or use of Confidential Information. Such measures shall include the highest degree of care that Mentor utilises to protect Mentor’s own confidential information of a similar nature, but no less than reasonable care. Notwithstanding Mentor’s right to assess and rate the Ideas of the Participants, Mentor shall not use the Confidential information for his/her own or third parties purposes and shall not file for any intellectual property right protection for the Confidential Information or parts of it. Mentor shall notify Organiser immediately in writing of any misuse or misappropriation of any Confidential Information that may come to Mentor’s attention. Mentor agrees to segregate all Confidential Information relating to this agreement from Confidential Information of others to avoid commingling. 6 Discontinuation of Use, Return of Materials At Organiser’s first request, Mentor shall: (a) discontinue all use of Confidential Information; (b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information; (c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information; (d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor; (e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and (f) warrant in writing to Organiser, within ten (10) days after Organiser’s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4. 7 Notice of Required Disclosure If Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order. 8 Proprietary Rights, Limited Right to Use Any and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017. 9 Term This Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties. 10 Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany. 11 Jurisdiction The place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht München I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing. 12 Notification of Unauthorised Use Mentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with Organiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication. 13 Remedies Mentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor’s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants. 14 Miscellaneous This Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except by an agreement in writing, signed by both of the parties. The failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement. Mentor is aware that an unauthorised disclosure of the Ideas and of the assessment and development of the Ideas and of any Confidential Information may lead to serious damage to Participants and the Organiser of the Copernicus Accelerator 2017. This Agreement shall be for the benefit of the Participants. The Organiser and the European Commission will use the Mentor´s contact information to inform him/her of all matters related to the Copernicus Accelerator 2017 and of any other issues the Organiser and the European Commission deem relevant and appropriate. The failure or delay on the part of either party to exercise any right under this agreement shall not be deemed a waiver of any rights under this agreement. "
"Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement."
"Not mentioned"
"86_nda-15"
"86_nda-15_0"
"NON-DISCLOSURE AGREEMENT AND TERMS OF PARTICIPATION Table of Content 1 Eligibility ..........................................................................................................................................2 2 Procedure and terms of participation ...............................................................................................3 3 Payment ..........................................................................................................................................4 4 Definition of confidential information ..............................................................................................4 5 Non-disclosure of confidential information / obligations of Mentor .................................................4 6 Discontinuation of use, return of materials ......................................................................................5 7 Notice of required disclosure ...........................................................................................................5 8 Proprietary rights, limited right to use ..............................................................................................6 9 Term ................................................................................................................................................6 10 Governing law ................................................................................................................................6 11 Jurisdiction .....................................................................................................................................6 12 Notification of unauthorised use ....................................................................................................6 13 Remedies .......................................................................................................................................7 14 Miscellaneous ................................................................................................................................7 Preamble The Organiser of the Copernicus Masters and the Copernicus Accelerator 2017 is Anwendungszentrum GmbH Oberpfaffenhofen (hereinafter “Organiser”). The Earth monitoring competition Copernicus Masters aims to support the development of market-oriented applications based on Earth observation data. In 2017, the Copernicus Masters is again enriched by the Copernicus Accelerator, a European Commission programme. Through this initiative, the 50 best finalists of the Copernicus Masters, selected by an international expert panel will automatically be granted access to a business coaching scheme provided by high-level professionals, that will act as mentors. To actively participate in the Copernicus Accelerator programme, Mentor commits to the following Non-Disclosure-Agreement and Terms of Participation. 1 Eligibility Mentor is a resident of one of the Copernicus participating countries1 or is employed with a legal identity registered in the territory of one of the Copernicus participating countries, willing to support and help develop the Ideas of the finalists of the Copernicus Masters 2017 (hereinafter “Participants”). Professionals who pursue becoming mentors need to apply via the dedicated platform, inserting all required details, which can be edited anytime by Mentor. Their request needs to be validated by the Organiser and the European Commission, who can refuse participation in case of non-eligibility or conflict of interest. After verification of all details entered, the Organiser will notify the Mentor about the outcome of his/her submission. Even after validation, the Organiser cannot guarantee that there will be an actual match between Mentor and Participants. Mentor confirms that Mentor has not been involved in the development of any of the Ideas to be coached at any stage and that Mentor has no personal or commercial connection to any Participant of the Copernicus Accelerator that would influence an objective development of Ideas. 1 The Copernicus Participating countries include all the EU Member States, in addition to Norway and Iceland. 2 Procedure and Terms of Participation The Copernicus Accelerator programme is comprised of different phases, for a total coaching support of approximately one year, aimed at helping Participants´ Ideas achieving measurable results. When submitting the request to become Mentor, Mentor needs to specify in which fields he/she can support Participants, in order to allow a suitable matchmaking with the requests and needs communicated by Participants. When a Mentor is requested by a Participant of the programme, he/she can access the Participant's profile and examine the submitted idea, in order to decide whether to confirm the request or not. Mentors can only advise up to two participants. Mentors will meet the Participants at the Accelerator Bootcamp, that will take place in line with the Awards Ceremony of the Copernicus Masters, the European Satellite Navigation Competition (ESNC), and the accompanying Satellite Masters Conference from 6 - 8 November 2017 in Tallinn, Estonia. Mentor´s participation to this event is mandatory, as it will set forth the official start of their relationship: Mentor and Participants will begin developing a coaching plan together, that will include objectives and KPIs of their affiliation. Monthly virtual interactions need to be planned by Mentor, to ensure a continuous acceleration of the Participants Ideas´ towards business maturity. A mid-term review and survey will be required by April 2018, to evaluate progress made and ensure that the recommendations of the coaching plan are currently implemented by Participants. In case of a non-positive matching or non-compliance to his/her assigned duties (having monthly interactions with the mentees, keeping contacts with the Copernicus Accelerator team, promptly informing the organizers about any relevant issue connected to the coaching relationship), Mentor may be replaced by a more suitable candidate for the Participants´ needs. Mentor will actively support Participants until July 2018, and will then submit a final report together, detailing the outcome of the coaching experience. The Organiser will continuously monitor all relationships, in order to assist both parties and guarantee a positive outcome of the programme. Mentor needs to deliver all requested reports and schedule all requested meetings. The Organiser will provide Mentor with templates for the documents to be produced. Mentors and Participants will meet again at the closing bootcamp, held in October/November 2018, that will official seal the closing of their mentoring relationship. At the end of the coaching service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants. 3 Payment The Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her. 4 Definition of Confidential Information “Confidential Information” means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include: > information already known or independently developed by Mentor prior to the disclosure of any Idea; > information already in the public domain through no wrongful act of Mentor; or > information received from a third party who was free to disclose such information. In case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential. 5 Non-Disclosure of Confidential Information / Obligations of Mentor Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas. Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants. Mentor shall require his/her employees who will have access to Confidential Information to commit to a non-disclosure agreement that protects the Confidential Information to at least the same degree as this Agreement. Mentor shall take all reasonable measures to protect the secrecy of, and avoid any unauthorised disclosure or use of Confidential Information. Such measures shall include the highest degree of care that Mentor utilises to protect Mentor’s own confidential information of a similar nature, but no less than reasonable care. Notwithstanding Mentor’s right to assess and rate the Ideas of the Participants, Mentor shall not use the Confidential information for his/her own or third parties purposes and shall not file for any intellectual property right protection for the Confidential Information or parts of it. Mentor shall notify Organiser immediately in writing of any misuse or misappropriation of any Confidential Information that may come to Mentor’s attention. Mentor agrees to segregate all Confidential Information relating to this agreement from Confidential Information of others to avoid commingling. 6 Discontinuation of Use, Return of Materials At Organiser’s first request, Mentor shall: (a) discontinue all use of Confidential Information; (b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information; (c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information; (d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor; (e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and (f) warrant in writing to Organiser, within ten (10) days after Organiser’s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4. 7 Notice of Required Disclosure If Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order. 8 Proprietary Rights, Limited Right to Use Any and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017. 9 Term This Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties. 10 Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany. 11 Jurisdiction The place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht München I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing. 12 Notification of Unauthorised Use Mentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with Organiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication. 13 Remedies Mentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor’s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants. 14 Miscellaneous This Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except by an agreement in writing, signed by both of the parties. The failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement. Mentor is aware that an unauthorised disclosure of the Ideas and of the assessment and development of the Ideas and of any Confidential Information may lead to serious damage to Participants and the Organiser of the Copernicus Accelerator 2017. This Agreement shall be for the benefit of the Participants. The Organiser and the European Commission will use the Mentor´s contact information to inform him/her of all matters related to the Copernicus Accelerator 2017 and of any other issues the Organiser and the European Commission deem relevant and appropriate. The failure or delay on the part of either party to exercise any right under this agreement shall not be deemed a waiver of any rights under this agreement. "
"Agreement shall not grant Receiving Party any right to Confidential Information."
"Entailment"

Dataset Card for SCROLLS

Overview

This dataset is based on the SCROLLS dataset (paper), the SQuAD 1.1 dataset and the HotpotQA dataset. It doesn't contain any unpblished data, but includes the configuration needed for the Efficient Long-Text Understanding with Short-Text Models paper.

Tasks

The tasks included are:

GovReport (Huang et al., 2021)

GovReport is a summarization dataset of reports addressing various national policy issues published by the Congressional Research Service and the U.S. Government Accountability Office, where each document is paired with a hand-written executive summary. The reports and their summaries are longer than their equivalents in other popular long-document summarization datasets; for example, GovReport's documents are approximately 1.5 and 2.5 times longer than the documents in Arxiv and PubMed, respectively.

SummScreenFD (Chen et al., 2021)

SummScreenFD is a summarization dataset in the domain of TV shows (e.g. Friends, Game of Thrones). Given a transcript of a specific episode, the goal is to produce the episode's recap. The original dataset is divided into two complementary subsets, based on the source of its community contributed transcripts. For SCROLLS, we use the ForeverDreaming (FD) subset, as it incorporates 88 different shows, making it a more diverse alternative to the TV MegaSite (TMS) subset, which has only 10 shows. Community-authored recaps for the ForeverDreaming transcripts were collected from English Wikipedia and TVMaze.

QMSum (Zhong et al., 2021)

QMSum is a query-based summarization dataset, consisting of 232 meetings transcripts from multiple domains. The corpus covers academic group meetings at the International Computer Science Institute and their summaries, industrial product meetings for designing a remote control, and committee meetings of the Welsh and Canadian Parliaments, dealing with a variety of public policy issues. Annotators were tasked with writing queries about the broad contents of the meetings, as well as specific questions about certain topics or decisions, while ensuring that the relevant text for answering each query spans at least 200 words or 10 turns.

NarrativeQA (Kočiský et al., 2021)

NarrativeQA (Kočiský et al., 2021) is an established question answering dataset over entire books from Project Gutenberg and movie scripts from different websites. Annotators were given summaries of the books and scripts obtained from Wikipedia, and asked to generate question-answer pairs, resulting in about 30 questions and answers for each of the 1,567 books and scripts. They were encouraged to use their own words rather then copying, and avoid asking yes/no questions or ones about the cast. Each question was then answered by an additional annotator, providing each question with two reference answers (unless both answers are identical).

Qasper (Dasigi et al., 2021)

Qasper is a question answering dataset over NLP papers filtered from the Semantic Scholar Open Research Corpus (S2ORC). Questions were written by NLP practitioners after reading only the title and abstract of the papers, while another set of NLP practitioners annotated the answers given the entire document. Qasper contains abstractive, extractive, and yes/no questions, as well as unanswerable ones.

QuALITY (Pang et al., 2021)

QuALITY is a multiple-choice question answering dataset over articles and stories sourced from Project Gutenberg, the Open American National Corpus, and more. Experienced writers wrote questions and distractors, and were incentivized to write answerable, unambiguous questions such that in order to correctly answer them, human annotators must read large portions of the given document. Reference answers were then calculated using the majority vote between of the annotators and writer's answers. To measure the difficulty of their questions, Pang et al. conducted a speed validation process, where another set of annotators were asked to answer questions given only a short period of time to skim through the document. As a result, 50% of the questions in QuALITY are labeled as hard, i.e. the majority of the annotators in the speed validation setting chose the wrong answer.

ContractNLI (Koreeda and Manning, 2021)

Contract NLI is a natural language inference dataset in the legal domain. Given a non-disclosure agreement (the premise), the task is to predict whether a particular legal statement (the hypothesis) is entailed, not entailed (neutral), or cannot be entailed (contradiction) from the contract. The NDAs were manually picked after simple filtering from the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) and Google. The dataset contains a total of 607 contracts and 17 unique hypotheses, which were combined to produce the dataset's 10,319 examples.

SQuAD 1.1 (Rajpurkar et al., 2016)

Stanford Question Answering Dataset (SQuAD) is a reading comprehension
dataset, consisting of questions posed by crowdworkers on a set of Wikipedia
articles, where the answer to every question is a segment of text, or span,
from the corresponding reading passage, or the question might be unanswerable.

HotpotQA (Yang et al., 2018)

HotpotQA is a new dataset with 113k Wikipedia-based question-answer pairs with four key features: (1) the questions require finding and reasoning over multiple supporting documents to answer; (2) the questions are diverse and not constrained to any pre-existing knowledge bases or knowledge schemas; (3) we provide sentence-level supporting facts required for reasoning, allowingQA systems to reason with strong supervisionand explain the predictions; (4) we offer a new type of factoid comparison questions to testQA systems’ ability to extract relevant facts and perform necessary comparison.

Data Fields

All the datasets in the benchmark are in the same input-output format

  • input: a string feature. The input document.
  • input_prefix: an optional string feature, for the datasets containing prefix (e.g. question)
  • output: a string feature. The target.
  • id: a string feature. Unique per input.
  • pid: a string feature. Unique per input-output pair (can differ from 'id' in NarrativeQA and Qasper, where there is more then one valid target).

The dataset that contain input_prefix are:

  • SQuAD - the question
  • HotpotQA - the question
  • qmsum - the query
  • qasper - the question
  • narrative_qa - the question
  • quality - the question + the four choices
  • contract_nli - the hypothesis

Controlled experiments

To test multiple properties of SLED, we modify SQuAD 1.1 Rajpurkar et al., 2016 and HotpotQA Yang et al., 2018 to create a few controlled experiments settings. Those are accessible via the following configurations:

  • squad - Contains the original version of SQuAD 1.1 (question + passage)
  • squad_ordered_distractors - For each example, 9 random distrctor passages are concatenated (separated by '\n')
  • squad_shuffled_distractors - For each example, 9 random distrctor passages are added (separated by '\n'), and jointly the 10 passages are randomly shuffled
  • hotpotqa - A clean version of HotpotQA, where each input contains only the two gold passages (separated by '\n')
  • hotpotqa_second_only - In each example, the input contains only the second gold passage

Citation

If you use this dataset, please make sure to cite all the original dataset papers as well SCROLLS. [bibtex]

@inproceedings{Ivgi2022EfficientLU,
  title={Efficient Long-Text Understanding with Short-Text Models},
  author={Maor Ivgi and Uri Shaham and Jonathan Berant},
  year={2022}
}
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