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<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ure by the Receiving Party’s violation of this CNDA; and (d) information that the Disclosing Party authorizes the Receiving Party to disclose. 2.03 Kept in Confidence The Receiving Party agrees to use the same degree of care to prevent disclosure of the Confidential Information received by it as the Receiving Party uses to prevent disclosure of its own confidential information, but in no case less than a reasonable degree of care. In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives w<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ill disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship. 2.04 No Benefit, Restricted Use The Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose. The Receiving Party agrees not to appropriate for his or her own use or exploit in any way whatsoever any of the Confidential Information disclosed to it by the Disclosing Party. 2.05 No Disclosure Except as set forth in Section 2.06, the Receiving Party shall not disclose any of the Confidential Information or other facts directly related to the Confidential Information to any Person other than its Representatives who have a need to know such Confidential Information and who have been informed of the confidential nature of the Confidential Information. The Receiving Party will also ensure that its Representatives comply with the terms of this CNDA. 2.06 Disclosure Required by Law The Receiving Party will not disclose to any Person the Confidential Information or other facts directly related to the Confidential Information unless, in the reasonable opinion of the Receiving Party’s legal counsel, disclosure is required by legal process or regulatory demands, in which event the Receiving Party will, prior to such disclosure, promptly provide the Disclosing Party with written notice of the intended disclosure so that the Disclosing Party may seek a protective order or other appropriate protection. 2.07 Return of Confidential Information Upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, and promptly destroy or erase all notes, memoranda and other material prepared by the Receiving Party which reflect, interpret, evaluate, include or are derived from any Confidential Information and the Receiving Party shall certify such destruction in writing to the Disclosing Party. 2.08 Responsibility for Others The Receiving Party agrees that it shall be responsible for any breach of this CNDA by any of its Representatives. ARTICLE 3 - GENERAL PROVISIONS 3.01 Remedies The Receiving Party acknowledges and agrees that it has entered into this CNDA on the understanding that any breach hereof by it will cause the Disclosing Party irreparable harm and expressly agrees that, in addition to all other remedies that the Disclosing Party may be entitled to as a matter of law, the Disclosing Party shall be entitled to specific performance and any form of equitable relief to enforce the provisions of this CNDA. 3.02 Continuing Obligations Regarding Confidentiality The obligations of confidentiality contained herein shall survive the expiration or termination of the Contract, SOW, Amendments, or RFP Terms. 3.03 Notices All disclosures, notices or other documents required or permitted to be given pursuant to this CNDA shall be in writing and delivered by hand or courier service or by fax to the address (a) of the Supplier to the address provided by the Supplier with its request for additional information or to such other address as may be provided from time to time: (b) CPR Address: Attn: Office of the CIO Canadian Pacific Railway Building 1, 7550 Ogden Dale Road Calgary, Alberta T2C 4X9 3.04 Entire Agreement This CNDA, in respect of additional information, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous discussions, understandings and negotiations and it is agreed between the parties that there are no oral statements, representations, warranties, undertaking<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r public statement is necessary to avoid committing a violation of law or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement. (e) Certain Securities Law Restrictions. Each Party acknowledges that the Evaluation Material may contain material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information concerning the Furnishing Party. (f) Contact with Employees and Representatives. Neither Party shall communicate with any employee of the other Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists provided by the Parties from time to time. (g) General. Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Ma<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>terial, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights. 4. Accuracy of Evaluation Material; No Representations or Warranties. Each Party acknowledges and agrees (a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>holly owned subsidiary (ii) which Agency Affiliate is an advertising agency and does not operate as a commercial production, post production business or acts as an in-house cost consulting entity. Agency represents that it is soliciting bona fide bids for the production of the Commercial and Producer represents that its bid, if submitted, shall be a bona fide bid. If the terms and conditions of this Agreement are inconsistent with those in Client’s or Agency’s bid/specification form, production agreement or purchase order that address the subject matter of this Agreement, the terms and conditions of this Agreement shall control. Agency is signing this Agreement for itself and for its Client who is also a “Party,” “Recipient” and “Discloser” under this Agreement. Now, therefore, the Parties agree as follows: 1. Confidential Information. Each Party receiving Confidential Information (as defined below) (each, a "Recipient," and together, the "Recipients"), is receiving confidential disclosure of certain confidential or proprietary technical, business, operational, financial and/or commercial information, trade secret information and/or any information of the other designated as “Confidential”, “Proprietary” or by similar designation, or which under the circumstances surrounding disclosure ought to be treated as confidential ("Confidential Information") for the purpose of exploring, establishing, performing or carrying out a contractual business relationship for the production by the Producer of the Commercial and/or other commercial productions for the Client (collectively and severally, the “Transaction"). Each disclosing Party (each a "Discloser") would not disclose its Confidential Information without the Recipient's agreement to maintain the Confidential Information in confidence and to use such Confidential Information solely as permitted under this Agreement. Confidential Information can be in any form (e.g. electronic, digital, analog, hard copy or oral). Nothing in this Agreement shall require a Party to disclose its Confidential Information. Specifically, with respect to the Producer, the term “Confidential Information” includes confidential and proprietary information of Producer disclosed in connection with the Transaction (during each phase including pre-production, conference(s), pre-bid, bid, production, shoot, wrap and post-production) and regardless of whether a commercial production project is awarded to Producer, including, but not limited to, production costs, discounts, bids, budgets, treatments, prices, relationships with employees, independent contractors and vendors, specifications, sources, layouts, breakdowns, approach to a commercial project, financial and technical information, ideas, designs, specifications, techniques, models, data, programs, processes, technologies and methods of producing the work, all customized terms of, and attachments to, the Producer’s bid/specification form or production contract or other production documents, processes, know-how, customer lists, marketing plans, systems and reports, and information discussed by Producer at any Agency or Client meetings. 2. Non-Use and Non-Disclosure. Recipients will not disclose, distribute, copy or use any Confidential Information or the fact that a Transaction is being considered or is under a production contract without the prior written consent of the other Party and then only to the extent specified in such consent. Confidential Information may be used only to the extent reasonably required for the purposes of evaluating, producing or carrying out the Transaction; provided however, that Recipients <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>may only disclose the Confidential Information to those of its contractors, vendors, directors, officers, advisors, agents and employees ("Representatives") who need to know such Confidential Information for the purpose of evaluating, performing or carrying out or producing the Transaction and who shall be bound by a written agreement or other legally enforceable written obligations to preserve the confidentiality of the Confidential Information in a manner consistent with this Agreement. The Recipient will be responsible for any breach of this Agreement by it or its Representatives, whether or not such Representatives are associated with the Discloser at the time of the breach. Without limiting the foregoing, where the Discloser is the Producer and a Recipient Representative is a cost consultant of the Client or Agency, the Recipient shall secure its Representative’s express written agreement that it will not make any business or other use of, and will in perpetuity hold in confidence, all Confidential Information acquired or learned by such Representative and shall not use or disclose such information except as permitted in this Agreement. Prohibited uses and disclosures by such Representative include, but are not limited to, uses for or disclosures to a competitor of the Producer and uses for or disclosures to any other client or prospective client of such Representative, regardless of whether the Confidential Information is aggregated with other information or its not identified with the <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit (d)(5) CONFIDENTIALITY AGREEMENT December 15, 2010 Verizon Communications Inc. 140 West Street New York, New York 10007 Ladies and Gentlemen: You have indicated an interest in evaluating a potential acquisition (the “Transaction”) of Terremark Worldwide, Inc. (the “Company”). In evaluating the Transaction, you have requested certain information regarding the Company and the Transaction from the Company. As a condition to your receipt of such information, you agree to treat any information concerning the Transaction or the Company which is furnished to you in connection with evaluating the Transaction (all such information, collectively, the “Confidential Information”) in accordance with the provisions of this Confidentiality Agreement (this “Agreement”) and to take or refrain from taking certain other actions herein set forth. 1. You hereby agree that the Confidential Information will be used solely for the purpose of evaluating and implementing the Transaction and that such information will be kept confidential by you; provided that any such information may be disclosed to your officers, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources (such Persons hereinafter collectively being referred to as your “Representatives” who need to know such information for the purpose of evaluating and implementing the Transaction, have been informed of the confidential nature of the Confidential Information, and have been advised that such information is to be kept confidential, and provided, further, that such officers, directors, employees, affiliates, accountan<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ts, attorneys, financial advisors, consultants, other agents or representatives and financing sources shall not be deemed to be your Representatives unless (but solely to the extent that) you furnish Confidential Information to them. You agree you will be liable for any breaches of the terms of this Agreement by such Representatives. You and the Company also each agree, on behalf of itself, its affiliates and its and their respective Representatives, that it shall not, without the prior written consent of the other party hereto, disclose to any Person the fact that Confidential Information has been made available to you, that discussions or negotiations have taken place or are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. 2. The term “Confidential Information” does not include any information which (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of its disclosure by you or your Representatives in breach of this Agreement), (b) was available to you or your Representatives on a non-confidential basis prior to disclosure by the Company, (c) becomes available to you or your Representatives on a non-confidential basis from a Person who is not known by you or your Representatives (as applicable) to be bound by a confidentiality agreement with the Company, or is not otherwise prohibited from transmitting the information to you or your Representatives (as applicable), or (d) is or was independently developed by you or your Representatives without reference to, incorporation of, or other use of any Confidential Information. 3. Given the nature of the Confidential Information and our current discussions, the Company may be irreparably damaged by any unauthorized disclosure of any Confidential Information and you and the Company may be irreparably damaged by any unauthorized disclosure of our discussions or by any breach of this Agreement by you, the Company or the Representatives of you and the Company. Without prejudice to other rights and remedies otherwise available, you and the Company therefore agree that the other party hereto shall be entitled to seek equitable relief, including an injunction or specific performance, in the event of any breach of the provisions of this Agreement by the other party hereto or the Representatives of the other party hereto. 4. In the event you or any of your Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) to disclose any of the contents of the Confidential Information, or you or the Company or any of the respective Representatives of you or the Company become so legally compelled to disclose either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Company and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company and you each agrees that each party and its respective Representatives may do so without liability, but each party hereto also agrees (i) to promptly notify the other party prior to any such disclosure to the extent practicable and legally permissible and (ii) to cooperate with the other party in any attempt it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information. 5. The Company may elect at any time to terminate further access by you to the Confidential Information. Following any written request by the Company, you agree, at the Company’s election, to either promptly redeliver to the Company or destroy all written Confidential Information in your possession or your Representatives’ possession, and you <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into as of July 26, 2002 by and between Big Sky Transportation Company ("Big Sky") and Mesaba Holdings, Inc. ("Holdings"). In connection with a potential transaction (the "Transaction") between Holdings and Big Sky, Big Sky has and will furnish to Holdings certain information ("Information") including but not limited to financial, marketing and operational information, and such other information necessary for Holdings to evaluate the transaction. The term "Information" shall mean all information that Big Sky has furnished or is furnishing to Holdings, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by Holdings or by its Representatives, as defined below, that contains, reflects or is derived from the furnished information. In consideration of Big Sky's disclosure to Holdings of the Information, Holdings agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of Big Sky, be disclosed by Holdings or by its officers, directors, employees, agents or representatives (collectively, "Representatives"), in any manner whatsoever, in whole or in part, and shall not be used by Holdings or by its Representatives, other than in connection with evaluating the Transaction. Moreover, Big Sky agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Holdings in evaluating the Transaction and who are informed of this Agreement. Notwithstanding the foregoing, the above restrictions shall not apply to the following: (i) Information that is publicly available at the time of disclosure (through no act of Holdings of any of its Representatives); (ii) Information that is disclosed to Holdings by a third party that did not disclose it in violation of a duty of confidentiality; (iii) Information that was known to Holdings before such Information was provided to it or its Representatives by or on behalf of Big Sky; (iv) disclosures that are required to be made by Holdings or any of its Representatives under legal process by subpoena or other court order or other applicable laws or regulations (provided, however, that Holdings makes reasonable efforts to provide copies of such Information to, or informs Big Sky before disclosure), or that are requested by Big Sky. Without the prior written consent of Big Sky, neither Holdings nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Likewise, without the prior written consent of Holdings, neither Big Sky nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Big Sky and Holdings agree that, at the conclusion of their review of the Information, or within three business days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky. Neither Big Sky nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. Holdings agrees that neither Big Sky nor any of its Representatives shall have any liability to it or to any of its Representatives resulting from the provision or use of the Information. Each party acknowledges that it has been informed that the other party is a publicly-traded corporation and that the Information and the Transaction must be secured <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>from any use or dissemination until such time as proper disclosure can be provided to shareholders and the securities markets in order to protect the interests of shareholders of each party and so that the rules and statutes pertaining to information about and trading in publicly held securities can be followed. During such time as the parties are involved in discussions or negotiations concerning the Transaction and for a period of at least 60 days after conclusion thereof, neither party shall engage in any transactions whatsoever regarding the common stock of the other, whether publicly traded or privately held, registered or nonregistered, including, but not limited to, buying, selling, taking or granting options in or making or receiving offers or tender offers to buy, sell, trade, or exchange any stock of the other, without the express written consent of the other and without first fully complying with all applicable securities laws and regulations and the rules of all exchanges upon which the stock of each respective party is traded, provided however, that the foregoing shall not be construed to limit the right of either party to invest in mutual funds or other commercially available investment vehicles that may acquire the stock of the other party. Each party acknowledges and agrees that in the event of any breach of this Agreement by it, the other would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled at law or in equity, each party shall be entitled to an injunction of injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement, and that neither party nor any of its Representatives will oppose the granting of such relief. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof. Big Sky and Holdings agree that, unless and until a definitive agreement between them with respect to the Transaction has been executed and delivered, neither Holdings nor Big Sky will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression by either party or by any of their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement may be modified or waived only by a separate writing by Holdings and Big Sky expressly so modifying or waiving such Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts between residents of Minnesota that are to be wholly performed within such state. Big Sky and Holdings hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of relate<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>this Agreement. 6. Misuse of Confidential Information. The Receiving Party shall promptly advise Vapotherm, in writing, of any misappropriation or misuse of the Confidential Information, by any entity, which may come to its attention. 7. Inventions. Inventions means all discoveries, improvements, modifications and enhancements relating to the Technology that are conceived, developed or reduced to practice by Receiving Party during die Term, either solely or jointly with others: (i) during the course of or as a result of performing the Permitted Purpose, or (ii) that are related to or attributable to Vapotherm’s products, or later modifications thereof, whether patentable or not, and all Intellectual Property rights therein. All Inventions will be immediately reported to Vapotherm and shall be the exclusive property of Vapotherm. The Receiving Party will perform, at Vapotherm’s request and expense, any act which it can reasonably perform that Vapotherm deems necessary to vest title to such inventions and ideas in Vapotherm and to execute any and all patent applications in connection therewith. 8. Government Order. In the event that the Receiving Party is ordered to disclose the Confidential Information pursuant to a judicial or governmental request, requirement or order, Receiving Party shall immediately notify Vapotherm and take reasonable steps to assist Vapotherm in contesting such request, requirement or order or otherwise protecting Vapotherm’s rights. 9. Compliance With Export Restrictions. The Receiving Party will not export, directly or indirectly, any technical data acquired from Vapotherm under this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 10. No Warranties. The Receiving Party acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. VAPOTHERM MAKES NO WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION. Vapotherm accepts no responsibility for any expenses, losses or action incurred or undertaken by Receiving Party as a result of Receiving Party’s receipt or use of Confidential Information. VAPOTHERM MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION. 11. Survival. The restrictions and obligations of this Agreement shall continue and shall survive the termination of the Purpose of the disclosure for a period of five (5) years. 12. Interpretation; Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without reference to its choice of law provisions. The parties agree that any legal action or proceedings brought by or against them with respect to this Agreement shall be brought in the state or federal courts located in Delaware, USA and, by execution and delivery hereof, the parties hereby irrevocably submit to each such jurisdiction and hereby irrevocably waive any and all objections which they may have with respect to venue in any of the above courts. 13. Division/Separation. This Agreement is divisible and separable so that if any prov<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ision(s) hereof shall be held to be invalid, such holdings shall not impair enforcement or validity of the remaining provisions hereof. If any provision is held to be too broad to be enforced, such provision shall be construed to create an obligation to the full extent allowable by law. 14. Entire Understanding. This Agreement constitutes the entire understanding of the parties with respect to the specific subject matter of this Agreement and supersedes and replaces any and all prior understandings, arrangements and/or agreements, whether written or oral, relating to the Technology. 15. Waiver. Waiver of any breach of this Agreement shall not be construed as a waiver of the underlying obligations of this Agreement. 16. Right in Confidential Information. No license or other right is created or granted hereby, except the specific right to receive the Confidential Information and evaluate it as set forth herein, nor shall any license or any other right with respect to the subject matter hereof be created or granted except by written agreement signed by the duly authorized representative of each of the parties hereto. 17. Modification. No addition to, deletion from, or modification of the provisions of this Agreement shall be permitted or shall be binding upon a party hereto unless made in writing and signed by each party. 18. Assignment. The rights and obligations herein shall bind the parties, their legal representatives, successors, heirs, and assigns. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written. RECEIVING PARTY: VAPOTHERM, INC.: Signed: /s/ John Coolidge Signed: /s/ John Landry Name: John Coolidge Name: John Landry Title: Consultant Title: VP + CFO Email xxx@xxx.com Email: jlandry@vtherm.com Address: xxx Address: 22 Industrial Drive xxx Exeter, NH 03833 xxx 603.658.0411 Phone: xxx-xxx-xxxx Date: Jan 28th 2014 Date: 1/28/14<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> facilities; g. Description of the AOC’s finance, information technology, engineering and purchasing activities; h. The AOC’s objectives and strategies, including without limitation, the AOC’s direction and the AOC’s sourcing objectives; i. The AOC’s standards, policies, procedures and methodologies; j. The AOC’s volume information provided in the RFP; k. Any and all other information, data or materials that Company receives access to or obtains in connection with onsite visits, meetings or in any other forms of communication whether oral or written with AOC personnel and contractors; and l. Any and all other information, data or materials learned by Company through inspection of the AOC’s property regarding the AOC’s products, designs, business plans, strategies or processes, business opportunities, procurement or supply business plans, strategies or process, sales or marketing plans, strategies or processes, technical plans, strategies, or architecture, financial plans, strategies or processes, research, development, know-how, personnel, or third-party confidential information disclosed to Company by the AOC. 2. All Confidential Information disclosed by the AOC to Company shall be received in confidence by Company. Company agrees that it shall undertake all necessary and appropriate steps to ensure that the secrecy of the Confidential Information in its possession shall be maintained. Company also agrees that it shall treat the Confidential Information with not less than the same degree of care and confidentiality with which it treats its own confidential information, but in no event less than reasonable care. Company agrees that access to the Confidential Information shall be given by it only to those of its employees who have a need to know to engage in the business relationship contemplated by this Agreement and who have signed a non-use and non-disclosure agreement in content at least as protective of the Confidential Information as the provisions hereof, prior to any disclosure of the Confidential Information to such employees. 3. Company shall not (i) use any portion of the Confidential Information for any purpose except to evaluate the RFP, including assessment of each Statement of Work under the RFP, in order to prepare its response to the RFP or (ii) disclose the Confidential Information or any part of it to any third party without the prior written consent of the AOC; provided, however, that Confidential Information shall not include any information of the AOC that: (a) is already properly known to Company at the time of its disclosure as shown by the Company’s files and records immediately prior to the time of disclosure by the AOC to Company; (b) is publicly known through no action or inaction of Company; (c) is received from a third party free to disclose it to Company; (d) is independently developed by the Company without use of or reference to the Confidential Information, as shown by documents and other competent evidence in the Company’s possession; or (e) is communicated to a third party with express written consent of the AOC. Nothing in this Agreement shall prevent the Company from disclosing Confidential Information to the extent the Company is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, pr<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ovided that Company gives the AOC prompt written notice of such requirement before making such disclosure and Company gives the AOC an adequate opportunity and assistance to interpose an objection or take action to assure confidential handling of such Confidential Information. 4. All Confidential Information, and any Derivative of it, whether created by the AOC or Company, remains the property of the AOC and no license or other rights to Confidential Information is granted to Company. For the purpose of this Agreement, “Derivative” means: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted, (ii) for patentable or patented material, any improvement or enhancement of it; and (iii) for material which is protected by trade secret, any new material derived from existing trade secret material, including new material which may be protected by any of the following: copyright, patent or trade secret. 5. Except as otherwise provided in any future agreement, at any time, Company agrees that it shall return to the AOC upon request all documents, records, notebooks, computer media or other stored information of any form or type whatsoever containing any Confidential Information, including all copies thereof, then in its possession or control (directly or indirectly), whether prepared by it or others and it shall at such time immediately discontinue all use of the Confidential Information. 6. Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright rights, nor shall this Agreement grant to any rights in or to the Confidential Information, except as expressly set forth herein. 7. Any software and other technical information disclosed under this Agreement may be subject to restrictions and controls imposed by the Export Administration Act, Export Administration Regulations and other laws and regulations of the United States and any other applicable government or jurisdiction, as enacted from time to time (the "Acts"). Each party agrees to comply with all restrictions and controls imposed by the Acts. 8. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE AOC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE. 9. The parties acknowledge and agree that the Confidential Information and rights related thereto being protected by the AOC hereunder are of a special, unique, unusual and extraordinary character, which gives them a peculiar value, the loss of which may not be adequately or reasonably compensated for in damages in an action at law, and further agree that the breach by Company of any of the provisions of this Agreement shall cause the other party irreparable injury and damage. In such event, the party alleging breach of this Agreement shall be entitled, as a matter of right, without further notice, to require of the other party specific performance of all of the acts and undertakings required of the other party hereunder and to obtain injunctive and other equitable relief in any competent court to prevent the violation or threatened violation of any of the provisions of this Agreement by the other party. Neither this pro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit (e)(3) MUTUAL NONDISCLOSURE AGREEMENT This MUTUAL NONDISCLOSURE AGREEMENT (this “Agreement”) is made as of November 17, 2016, by and between Nimble Storage, Inc. a corporation organized under the laws of Delaware (the “Company”), and Hewlett Packard Enterprise Company, a Delaware corporation (“HPE”). HPE is evaluating forms of a potential transaction with respect to the Company (a “Transaction”), in connection with which each may disclose certain information, including Confidential 1nformation (as defined below), to the other. As a condition to such information being furnished to each party, its affiliates, its subsidiaries and other individuals and entities controlled, directly or indirectly, by such party (“Affiliates”), and the respective directors, employees, consultants, accountants, attorneys and advisors of such party and its Affiliates with which such party has entered into confidentiality agreements with material terms that are substantially similar to those in this Agreement (collectively with such Affiliates, “Associates”), each party agrees such information shall be provided to Associates for the limited purpose of evaluating, negotiating or consummating the Transaction, to treat the other party’s Confidential Information in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions, as described in this Agreement. The foregoing definition of Associates who may be furnished confidential information hereby specifically excludes third parties who provide stockholder representation services. A party disclosing Confidential Information hereunder is referred to herein as “the disclosing party” and a party receiving the Confidential Information of a disclosing party hereunder is referred to herein as “the receiving party.” 1. Definition of Confidential Information; Use and Disclosure. “Confidential Information” means any information, technical data or know-how, including, but not limited to, that which relates to research, product or service plans, business practices, agreement terms, products, services, employees, suppliers, customers, technology or other strategic partners, stockholders, markets, software, know-how, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, notes, analyses or studies and all tangible and intangible embodiments thereof of any kind whatsoever, whether conveyed in writing or orally by the disclosing party or its Associates to the rece<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>iving party or its Associates in connection with the evaluation of a Transaction. The term “Confidential Information” shall be deemed to include those portions of any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by the receiving party or its Associates which contain, reflect or are based upon, in whole or in part, any information furnished to the receiving party or its Associates pursuant hereto. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party or its Associates at the time of disclosure, as shown by files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party or its Associates; (iii) is obtained by the receiving party or its Associates from a source other than the disclosing party or its Associates, which source would not be reasonably expected by the receiving party or its Associates to have any obligation of confidentiality to the disclosing party with respect to such information; (iv) is approved, in writing, for release by the disclosing party; or (v) the receiving party or its Associates can document was independently developed by the receiving party or its Associates without use of or reference to the disclosing party’s Confidential Information. Each of the parties hereto agree not to use the Confidential Information disclosed to it by the other party or its Associates except in connection with preparing a proposal for and any discussions of a Transaction or as otherwise permitted hereunder. Neither party will disclose any Confidential Information of the other party to third parties except those of its Associates who are required to have the information in order to evaluate and discuss a Transaction. The receiving party shall inform its Associates of the confidential nature of the Confidential Information and shall instruct them to treat the information confidentially. The receiving party shall be responsible for any breach of this Agreement by its Associates and agrees, at its sole expense, to take all commercially reasonable measures to restrain its Associates from disclosure or use of the Confidential Information in breach of this Agreement. Each party agrees that it will take commercially reasonable measures to protect the confidentiality of, and to avoid having Confidential Information of the other party enter the public domain, become publicly available, or be held by persons not authorized hereunder to have such Confidential Information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. 2. Nonpublicity. The existence and the terms of this Agreement, any Transaction, the fact that any Confidential Information has been provided to the other party, and the existence, nature and status of any discussions between the parties shall be treated as Confidential Information hereunder, shall be maintained in strict confidence by the parties hereto and by t<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ies as provided for herein, and the new Notice information shall become effective as provided above. C. CUMULATIVE REMEDIES: The rights and remedies of the parties as provided in this Confidentiality Agreement shall be cumulative and not alternative and are in no way intended to limit or waive, but are in addition to, any other rights or remedies available under applicable law or otherwise. D. INJUNCTIVE RELIEF: The parties acknowledge that if a party should default in any of its obligations under this Confidentiality Agreement, it would be impracticable to measure the resulting damages to the aggrieved party and it may not be possible to adequately compensate the aggrieved party for the resulting injury by means or monetary damages. Accordingly, without prejudice to the right to seek and recover monetary damages, the aggrieved party shall be entitled to seek and obtain specific performance of this Confidentiality Agreement or other injunctive relief, and the parties each waive any defense that a remedy only in damages would be adequate and any requirement for the aggrieved party to post any bond or other security in order to obtain such relief. E. WAIVER: Any party may in writing waive any provision of this Confidentiality Agreement to the extent such provision is for the benefit of the waiving party. No waiver by any party of a breach of any provision of this Confidentiality Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach. F. COUNTERPARTS: This Confidentiality Agreement may be executed in one or more separate counterparts, each of which shall be deemed an original instrument, but all of which, taken together shall constitute one and the same entire agreement. G. APPLICABLE LAW: The Confidentiality Agreement shall be construed in accordance with the laws of the State of California. H. ENFORCEABILITY: It is the intention of the parties that the provisions of this Confidentiality Agreement shall be enforced to the maximum extent possible. Accordingly, if any of the provisions of this Confidentiality Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be reformed by the court and enforced to the maximum extent possible. The invalidity or unenforceability of any particular provision of this Confidentiality Agreement shall not affect the validity or enforceability of any other provisions of this Confidentiality Agreement. I. ATTORNEYS’ FEES: In the event that any party hereto brings a judicial action or proceeding for a declaration of the rights of the parties under this Confidentiality Agreement, for injunctive relief, for an alleged breach or default, or for any other action related to the prosecution or defense of any claim, dispute or controversy between the parties arising out of this Confidentiality Agreement or the transactions contemplated hereby, whether or not suit is filed or prosecuted to final judgment, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other court costs incurred and any other damages or relief awarded. J. AMENDMENTS: No amendment, change or modification of this Confidentiality Agreement shall be valid, unless it is in writing, is signed by al<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l of the parties hereto, and expressly states that an amendment, change or modification of this Confidentiality Agreement is being made. K. ASSIGNMENT: This Confidentiality Agreement is not assignable, except with the prior consent of the Delivering Party(ies). L. CONSENTS AND APPROVALS: Unless expressly provided otherwise, wherever in this Confidentiality Agreement the consent or approval of a party is required, such consent or approval must be in writing, and it may be given or withheld in the sole and absolute discretion of such party. M. SUCCESSORS AND ASSIGNS: Subject to the limitation set forth in Paragraph 6K above, this Confidentiality Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 7. ENVIRONMENTAL DOCUMENTATION AND ISSUES: UNLESS THE BOX BELOW IS CHECKED<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>es of the Company or any of its affiliates, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any voting securities of the Company or any of its affiliates, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, you shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company), (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (x) request the Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny action which might require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (z) communicate with the Company’s shareholders regarding the subject matter of this Agreement. Prohibition on Trading In addition, you hereby acknowledge that you are aware, and that you will advise your Representatives who receive any Evaluation Material, that the United States securities laws prohibit any person who has received from an issuer material, non public information from purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person (including, without limitation, any of your Representatives) is likely to purchase or sell such securities. You hereby agree that neither you nor your Representatives will use or communicate the Evaluation Material in violation of these laws. Return or Destruction of Documents If you determine that you do not wish to proceed with a Transaction or your evaluation thereof, you will promptly advise the Company and Stone Key in writing of that decision. In that case, or in the event that (i) a Transaction is not consummated by you or (ii) at any time the Company so requests, you will promptly (a) deliver to the Company all of the Evaluation Material, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in your possession or in the possession of any of your Representatives or (b) destroy all Evaluation Material in your possession or in the possession of any of your Representatives (such destruction to be certified by you in writing to the Company). Notwithstanding the delivery or destruction of the Evaluation Material, you agree that you and your Representatives shall continue to be bound by your obligations under this Agreement. No Unauthorized Contact Unless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for additional information or Evaluation Material, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures, will be submitted or directed to Stone Key. You further agree not to contact any officers, directors or employees of the Company in connection with a possible Transaction without the prior written consent of the Company. No Obligation, Representation or Warranty This Agreement does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you, but defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed or made available. Under no circumstances will the Company or any of its Representatives be obligated to disclose or make available any information, including, without limitation, any Evaluation Material, which the Company in its sole and absolute discretion determines not to disclose. You understand and acknowledge that none o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>egarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph. NO REPRESENTATION OR WARRANTY Although the Company and CSFB have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives, except as may be set forth in a definitive sale agreement. Only those representations or warranties that are made in a definitive agreement relating to the Company ("Sale Agreement") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any lega<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l effect. You also acknowledge and agree that no contract or agreement providing for a Possible Transaction shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to a Possible Transaction has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "Sale Agreement" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you. You further understand and agree that (i) the Company and CSFB shall be free to conduct the process regarding a transaction involving the Company as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a Sale Agreement without prior notice to you or to any other person), (ii) any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, CSFB or any of their respective directors, officers, employees, stockholders, owners, affiliates, agents or representatives arising out of or relating to a transaction involving the Company (other than those as against the parties to a Sale Agreement with you in accordance with the terms thereof). LEGAL REMEDY You understand and agree that the Company<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>APPENDIX C – SAMPLE NON-DISCLOSURE AGREEMENT NON-DISCLOSURE AGREEMENT To register, please complete and return this Non-Disclosure Agreement by fax: (204) 949-1178 to: TO: The City of Winnipeg Attn: Contracts Officer REFERENCE: Request for Proposal No. 426-2017 REQUEST FOR PROPOSAL FOR PROFESSIONAL CONSULTING SERVICES FOR EVALUATION STUDY OF WASTEWATER SCADA COMMUNICATIONS SYSTEM (the “RFP”) In consideration of receiving Confidential Information from the City of Winnipeg and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (insert name of legal name of counterparty) (the “Confidant”) agrees as follows: 1. Definitions: In this Agreement the following terms shall have the following meanings: a) “Agreement” means this agreement. b) “Confidant” means the Person named as such above. c) “Confidential Information” means any and all information, regardless of form, format or medium (including without limitation visual or oral information), of, related to, concerning, or resulting from, the City, the RFP and/or the Permitted Use, which comes into the possession or knowledge of the Confidant, including, without limitation, the RFP, documents, business information, know how, data, trade secrets, processes, designs, communications, materials, drawings, diagrams, computer programs, concepts, and any and all copies, reproductions, modifications, and derivative works. d) “Effective Date” is the day and date last below written. e) “City” means The City of Winnipeg. f) “Permitted Use” means private evaluation by the Confidant solely for the purpose of preparing a submission(s) to City in response to the RFP, and for no other purpose whatsoever. g) “Person” shall be broadly interpreted to include, without limitation, any corporation, partnership, other entity, or individual. h) “Third Party” means any Person other than City or Confidant. 2. Access/Use of Confidential Information: Subject to the terms and conditions of this Agreement, Confidant may use the Confidential Information only for the Permitted Use and for no other purpose whatsoever. Confidant acknowledges and agrees that City reserves the full independent right to modify the scope and content of Confidential Information available for access and/or use hereunder at any time and without prior notice. 3. Restrictions: Confidant agrees that: a) Confidential Informati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on shall be kept in the strictest confidence without limitation of time, and shall not be disclosed to any Third Party; b) Confidant shall restrict access to Confidential Information only to its employees with a need to know to carry out the Permitted Use, and prior to disclosing same, each such employee shall be made aware of the terms and conditions of this Agreement; and c) Confidant shall cause all of its applicable employees to observe the terms of this Agreement, and shall be responsible for any breach of the terms of this Agreement by it or any such employee. 4. Return of Confidential Information: The Confidant shall immediately on notice at any time from City return to City, or destroy, any and all Confidential Information in accordance with City’s direction. 5. Continuing Obligations and Remedies: The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time. Confidant acknowledges and agrees that a breach of any term or condition of this Agreement shall cause irreparable harm to City which cannot be adequately compensated for in damages, and accordingly Confidant agrees that City shall be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this Agreement. 6. No License Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information. 7. Enurement: This Agreement shall be binding and shall enure to the benefit of the parties hereto, and their respective legal representatives, successors and permitted assigns. 8. Governing Law and Interpretation: This Agreement shall be subject to, interpreted, performed and enforced in accordance with the laws of Manitoba and the applicable laws of Canada without regard to Manitoba or Federal Canadian law governing conflicts of law, even if one or more of the parties to this Agreement is resident of or domiciled in any other province or country. Section headings in this Agreement are for the convenience of the parties only, and shall not affect the interpretation of this Agreement. 9. Severability: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t, log, and/or monitor access to or use of its information systems that is attributed to my User ID. I agree to practice good workstation security measures on any computing device that uses or accesses a FAU information system. Good security measures include, but are not limited to, maintaining physical security of electronic devices, never leaving a device unattended while in use, and adequately shielding the screen from unauthorized viewing by others. I understand that only encrypted and password protected devices may be used to transport PHI or other Restricted Data (defined below). I understand that smartphones and other mobile devices used to access FAU information systems must be configured to encrypt any Restricted or Sensitive Data (defined below), including photographs and videos, in persistent storage. I understand that I may access and/or use FAU Confidential Information, Restricted Data and Sensitive Data only as necessary to perform my job-related duties and that I may disclose (i.e., share) FAU Confidential Information, Restricted Data, and/or Sensitive Data only to authorized individuals with a need to know that information in connection with the performance of their job functions or professional duties. 1. Restricted Data: Data in any format collected, developed, maintaine<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d, or managed by or on behalf of FAU, or within the scope of FAU’s activities, that are subject to specific protections under federal or state law or regulations or under applicable contracts (e.g., medical records,<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Agreement. Any disclosure of such Confidential Information by any employee, contractor or adviser or Group Party will be deemed to be a breach of this Agreement by the Recipient. 3. Each Party acknowledges and agrees: a. All Confidential Information acquired by either Party from the other Party shall be and shall remain the exclusive property of the disclosing Party or the member of its group providing it; b. To hold all Confidential Information in confidence and to procure that its representatives, advisers and associates hold all such Confidential Information in confidence. MUTUAL NON-DISCLOSURE AGREEMENT c. To limit access to such Confidential Information to authorised individuals (the “Permitted Personnel”) who have a need to know the Confidential Information in order for the Party to participate in the Matter. d. To procure that its Permitted Personnel are aware and adhere to the terms of this Agreement; e. To use such Confidential Information only for purposes of work, services or analysis related to the Matter and for other purposes only upon such terms as may be agreed upon between the Parties in writing; and f. To return promptly to the disclosing party, or to destroy any copies of such Confidential Information in written, graphic or other tangible form at that Party’s request and any such destruction shall be certified in writing to the disclosing Party by an authorised officer of the Recipient; g. The obligations of each of the Parties with respect to Confidential Information shall extend for a period of three (3) years following the date of disclosure of that Confidential Information; provided, however, that confidentiality obligations herein shall survive for a period of three (3) years from the date of termination of this Agreement; and h. Neither disclosure of Confidential Information, nor this Agreement shall be construed as (i) requiring a Party to disclose or accept Confidential Information, (ii) permitting a Party to use or sell the Confidential Information or products derived therefrom, or (iii) granting to either Party any rights by license or otherwise, express or implied, under any patent, copyright, trademark, trade secret or other intellectual property right now or hereafter obtained or licensable by the other Party, or (iv) a representation or warranty by either Party as to the accuracy or completeness of the Confidential Information (other than as expressly set out in any agreement subsequently entered into by the Parties). 4. These obligations contained in this Agreement do not apply to Confidential Information that: a. As shown by reasonably documented proof, was in the other’s lawful possession without restriction on use or disclosure prior to receipt thereof from the disclosing Party; or b. As shown by reasonably documented proof, was received by one Party in good faith from a third party not subject to a confidential obligation to the other Party and without breach of this Agreement; or c. Now is or later becomes part of the public domain through no breach of confidential obligation by the receiving Party; or d. Is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>operation of law, except that prior to any disclosure pursuant to this subsection, the Party receiving the request for the information shall notify the disclosing Party and provide them with an opportunity to participate in objecting to production of the Confidential Information; or e. Was developed by the receiving Party independently from and without the developing person(s) having access to any of the Confidential Information received from the other Party; or f. Is authorised in writing by the disclosing Party to be released or is designated in writing by the source as no longer being Confidential Information. 5. The Recipient acknowledges that money damages may not be an adequate remedy for any breach of this Agreement. The Discloser will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach of this Agreement in addition to all monetary remedies available at law and in equity. 6. Neither this Agreement nor provision of Confidential Information pursuant to it shall be construed as an agreement, commitment, promise or representation by either Party to do business with the other or to do anything except as set out specifically in this Agreement. MUTUAL NON-DISCLOSURE AGREEMENT 7. This Agreement shall be construed in accordance with the laws of England. The Parties hereby consent to the exclusive jurisdiction of the courts of England and consent that all personal service of process be made by certified mail or registered mail directed to the address stated herein and service so made shall be deemed to be completed upon actual receipt thereof. The Parties waive any objection to jurisdiction and venue of any action instituted against it in England, and agree not to assert any defense based on lack of jurisdiction or venue. The Parties waive the right to trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or related to this Agreement. 8. The Recipient acknowledges that all Intellectual Property Rights in the Confidential Information vest in the Discloser and the Recipient further acknowledges that it shall have no rights in respect of the copyright, trade marks (registered or unregistered) or the other Intellectual Property Rights in the Confidential Information by virtue of a disclosure thereof to it. 9. This Agreement is the entire agreement between the Parties with respect to disclosure of Confidential Information pertaining to the Matter and supersedes all prior agreements and understandings with respect to this subject. This Agreement may be amended only by written agreement executed by both Parties. This Agreement shall be binding on the agents, successors and permitted assigns of the Parties. 10. If for any reason, any provision of this Agreement shall<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> the Confidential Material is being produced to them only for purposes reasonably related to Stockholder’s interests as a stockholder of the Company and that Stockholder shall not utilize Confidential Material, any other information produced by the Company or anything derived from Confidential Material or derived from any other information produced by the Company for any other purpose. 2. The Stockholder will not disclose, publish, or communicate Confidential Material to any person or entity in any form (written, oral, electronic or through any other medium), either directly or indirectly, except as provided in this Confidentiality Agreement to end; provided that in no event shall stockholder, directly or indirectly, publically disclose, publish or communicate names, addresses, holdings of any other stockholder. 3. If the Stockholder is required (by interrogatory, subpoena, civil investigatory demand, or any similar process relating to any legal proceeding, investigation, hearing, or otherwise) to disclose in any manner any Confidential Material, the Stockholder will provide the Company with prompt notice (i.e., within 2 business days of receipt of such interrogatory, subpoena, demand, or any similar process), so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement in the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, the Stockholder may furnish only such Confidential Material as they are advised is legally required and must exercise their best efforts to obtain assurance that confidential treatment will be accorded to any Confidential Material. 4. Each Party who receives Confidential Material pursuant to this Agreement agrees to submit to the exclusive jurisdiction of the Delaware Court of Chancery in any action to enforce any provision of, or based on any right or claim arising out of, this Agreement including any action to determine any dispute as to the confidentiality of any information or document produced by the Company. Each Party hereby expressly waives any and all objections such Party may have to personal jurisdiction or to venue, including without limitation the inconvenience of such forum, in the Court of Chancery. 5. Each Party agrees that the Company does not have an adequate remedy at law in the event of a breach of this Agreement by the Stockholder. The Parties further agree that, in the event of a breach of this Agreement by the Stockholder, the Company will suf<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>fer irreparable harm and will be entitled to specific performance and/or injunctive relief to enforce the terms of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to any other remedies to which the Company may be entitled at law or in equity. 6. This Agreement may not be amended, changed, waived, discharged, or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing that refers specifically to this Agreement and that is signed by the Party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. The waiver by any Party of any breach of this Agreement will not be deemed or construed as a waiver of any other breach of this Agreement, whether prior, subsequent, or contemporaneous. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. 7. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, beneficiaries, successors, and assigns. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. 9. This Agreement may be executed in multiple counterparts by any of the signatories hereto and as so executed shall constitute one agreement. 10. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, and supersedes all prior agreements and understandings, written and oral, between the Parties with regard to the subject matter hereof. 11. This A<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y change its address by a notice given to the other party hereto in the manner set forth above. Notice given by mail shall be considered to have been given five (5) days after the mailing thereof, and notices given by facsimile shall be considered to have been given when received. 10. This Agreement may be terminated by either party upon thirty (30) days written notice to the other. Unless thus earlier terminated, this Agreement shall terminate upon completion of the Pilot Study. The confidentiality obligations under this Agreement will survive termination of this Agreement for a period of three (3) years. 11. Upon termination, the Receiving Party shall cease use of the Disclosing Party's Proprietary Information, and shall destroy all Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, , together with all copies thereof, in its possession or control and furnish the Disclosing Party with written certification of destruction. Alternatively, at the request of the Disclosing Party, the Receiving Party shall return all such Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, together with all copies thereof to the Disclosing Party. The Receiving Party shall ensure that all copies of Proprietary Information stored electronically on its server, tape backup or on the hard drives of computers used by Receiving Party's Affiliates in connection with the Pilot Study have been permanently deleted and Receiving Party shall certify such deletion in writing to the Disclosing Party. 12. Each party shall bear all costs and expenses incurred by it under or in connection with this Agreement, provided, however, that the prevailing party in any litigation commenced to enforce or construe the terms of this Agreement shall be entitled to collect from the other party the costs of such litigati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on, including reasonable attorneys' fees. Nothing in this Agreement shall be construed as an obligation by either party to enter a contract, subcontract, or other business relationship with the other party in connection with the Pilot Study. 13. The Receiving Party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Receiving Party, including, without limitation, the actual or threatened disclosure of the Disclosing Party's Proprietary Information without the prior express written consent of the Disclosing Party, the Disclosing Party will suffer an irreparable injury, such that no remedy at law will afford the Disclosing Party with adequate protection against, or appropriate compensation for, such injury. The Receiving Party hereby agrees that the Disclosing Party may be entitled to specific performance of the Receiving Party's obligations under this Agreement, as well as further relief (injunctive or otherwise) as may be granted by a court of competent jurisdiction. 14. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut and shall be enforceable in the courts of that state. 15. This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements and understandings between the parties with respect to the exchange of Proprietary Information in connection with the Pilot Study<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Party in writing of the existence, terms and circumstances surrounding such request, so that the Disclosing Party may seek an interdict or other appropriate remedy to limit the scope of any such disclosure; 4.5.2 consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request and co-operate with the Disclosing Party in taking such steps as the Disclosing Party may reasonably require to resist or narrow any such request; and 4.5.3 if disclosure of any Confidential Information is legally required, exercise all reasonable endeavours to obtain an order or other reliable assurance that confidential treatment will be afforded to such portion of the Confidential Information as the Disclosing Party may designate. 4.6 The Receiving Party shall take all reasonable steps to ensure that – 4.6.1 no unauthorised third party gains access to the Confidential Information of the Disclosing Party which is in the possession or under the control of the Receiving Party, its employees, officers, directors, representatives, advisers or Affiliates; and 4.6.2 the Confidential Information of the Disclosing Party does not fall into the hands of an unauthorised third party. 4.7 The Receiving Party shall ensure that its employees, officers, directors, representatives, advisers and Affiliates which may gain access to the Confidential Information of the Disclosing Party are bound not to - 4.7.1 disclose the Confidential Information to any third party; and 4.7.2 use the Confidential Information otherwise than as may be strictly necessary in relation to the Transaction. 5 EXCEPTIONS The undertakings set out in 4 shall not apply to Confidential Information which the Receiving Party is able to prove – 5.1 was in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; or 5.2 is as at the Signature Date in, or thereafter comes into, the public domain other than by any breach of this Agreement by the Receiving Party; or 5.3 was lawfully received by the Receiving Party from a third party acting in good faith, having a right of further disclosure and who did not derive the same directly or indirectly from the Disclosing Party; or 5.4 is independently developed by the Receiving Party without the benefit of the Confidential Information, provided that the onus shall at all times rest on the Receiving Party to establish that such information falls within the exemptions contained in this 5. 6 RETURN OF CONFIDENTIAL INFORMATION 6.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to Confidential Information disclosed by the Disclosing Party, its Affiliates or any of their respective employees, representatives, officers, directors or advisers, in relation to the Transaction and may, in addition, request the Receiving Party to furnish a written statement sworn under oath to the effect that, upon such return, neither the Receiving Party nor any of its Affiliates have retained in their possession, or under their control, either directly or indirectly, any such material or any copies thereof or extracts therefrom. 6.2 As an alternative to the return of the material contemplated in 6.1 above, the Receiving Party shall, at the written reques<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t of the Disclosing Party, destroy all such material and furnish the Disclosing Party with a written statement sworn under oath to the effect that all such material has been destroyed. 6.3 The Receiving Party shall comply with any requests in terms of 6.1 and/or 6.2 above within five "Business Days" (being any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa) of the date of such a request. 7 NON-SOLICITATION OF EMPLOYEES The Receiving Party agrees that, save as contemplated in any definitive transaction agreement concluded between the Parties for purposes of the Transaction, it will not, for a period of 24 months after the Signature Date, directly or indirectly, and on its own behalf or on behalf of any other person, encourage, entice, induce or persuade any person - 7.1 who is, as at the Signature Date or during the course of the Parties discussions relating to the Purpose, in the employ of the Disclosing Party or its Affiliates; and 7.2 with whom the Receiving Party has had or may have had any contact in relation to the Confidential Information or whose name and/or any other details are included in the Confidential Information, to terminate such employment, nor shall it encourage or support any of its Affiliates to do so. This 7 shall not preclude the Receiving Party or its Affiliates from employing any such employee (a) who seeks employment by contacting the Receiving Party on his or her own initiative or in response to any general advertisement or (b) who is identified as a prospective employee by an independent third party such as an employment agency in the normal course of such agency's business and not at the Receiving Party's direction. 8 SCOPE OF DISCLOSURE The Parties acknowledge and agree that – 8.1 this Agreement does not create or record any legal obligation of any kind whatsoever to disclose any information or conclude or negotiate towards the implementation of the Transaction and such obligations shall only come into existence if the Parties agree thereto in writing in a separate document; and 8.2 the Disclosing Part<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e businesses, financial condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement. 2. Certain Definitions. As used in this Agreement: (i) the term "Receiving Party" means the Party receiving Evaluation Material; (ii) the term "Furnishing Party" means the Party providing Evaluation Material or causing Evaluation Material to be provided; (iii) the term "Representatives" means the directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the specified Party; and (iv) the term "Evaluation Material" means all proprietary and confidential information concerning the Furnishing Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made ava<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ilable by the Furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives ("Primary Evaluation Material"), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives ("Derivative Evaluation Material"). Notwithstanding the foregoing, the term "Evaluation Material" shall not include, and the Parties' obligations herein (other than their obligations under paragraph 6 of this Agreement) shall not extend to, information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to furnish any further Evaluation Material. 3. Confidentiality a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>anying Test materials and like information, and any and all other Test information of, or provided by, BOMI. All notes, analyses, compilations, and other documents prepared by Attendee during the Testing Period, which contain or otherwise reflect information regarding the Test, will also be “Confidential Information.” The Testing Period includes all time immediately prior to, during, and immediately following the scheduled Test time. 2. Attendee will preserve as confidential all Confidential Information that Attendee may obtain or prepare in relation to the Test during the Testing Period. Without BOMI’s prior written consent, which may be given or withheld by BOMI in its sole and absolute discretion, Attendee will not at any time, whether during or after the Testing Period, (a) disclose any Confidential Information to any third party nor give any third party access thereto, nor (b) use any Confidential Information except as required in taking the Test. At all times during the testing period, Attendee agrees to abide by the Code of Professional Ethics and Conduct, a copy of which can be found online at www.bomi.org. 3. Attendee shall notify BOMI immediately upon discovery of unauthorized use or disclosure of Confidential Information or any breach of this Agreement, and shall cooperate with BOMI in every reasonable way to assist BOMI in mitigating the consequences of such use or disclosure and preventing further unauthorized use or disclosure. If a third party brings an action against BOMI arising out of Attendee’s breach of this Agreement, BOMI, at its sole discretion, may settle or defend the claim, and Attendee shall pay all settlements, costs, damages and legal fees and expenses arising out of such settlement or defense. 4. Attendee agrees that money damages will not be a sufficient remedy for any breach of this Agreement by him and that in addition to all other remedies which may be available, BOMI will be entitled to specific performance and injunctive or other equitable relief, without bond, as a remedy for any such breach or threatened breach. All remedies available to BOMI for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. 5. In the event of any litigation between<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the Parties in connection with this Agreement, including the seeking of injunctive relief, if BOMI is the successful party, Attendee shall pay to BOMI therein all costs and expenses, includ<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r destruction of VA sensitive information or computer systems occurs. j. The contractor, its employees, and its subcontractors and their employees will cooperate with VA and any law enforcement authority response for the investigation and prosecution of any possible criminal law violation(s) associated with any unauthorized access, disclosure, disposition, or destruction of VA property. The contractor will also cooperate with VA in any civil litigation to recover VA property, to obtain monetary or other compensation for a third party, or to obtain injunctive relief against any third party who accessed, modified, disclosed, or destroyed VA sensitive data and computer systems except as authorized under the contract or this agreement. k. Upon completion or termination of the contract for any reason, the contractor will immediately deliver all VA records, data, copies of VA records and data, software and equipment, and information about VA data and systems recorded or documented by the contractor, in its possession or the possession of any subcontractors, to the VA official designated in the contract or pursuant to this agreement. The contractor will not retain any copies of any of these documents. l. All additions to, or modifications of, this agreement must be in writing and signed by both parties. m. This agreement is made under, and shall be governed by, the laws of the United States. 4. SECURITY a. Contractor personnel performing work under this contract shall satisfy all requirements for appropriate security eligibility in dealing with access to sensitive information and information systems belonging to or being used on behalf of VA. To satisfy VA requirements, procedures defined in VA Directive & Handbook 0710, Personnel Suitability and Security Program are required. b. The investigative history for contractor personnel working under this contract must be maintained in the databases of either the Office of Personnel Management (OPM) or the Defense Industrial Security Clearance Organization (DISCO). Should the contractor use a vendor other than OPM or Defense Security Service (DSS) to conduct investigations, the investigative company must be certified by OPM/DSS to conduct contractor investigations. c. All costs associated with obtaining clearances for contractor provided personnel will be the responsibility of the contractor. Further, the contractor will be responsible for the actions of all individuals provided to work for VA under this contract. In the event that damages ari<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>se from work performed by contractor provided personnel, under the auspices of this contract, the contractor will be responsible for all resources necessary to remedy the incident. 5. SOFTWARE PROGRAM INTEGRITY The contractor warrants and represents that the contractor-supplied software, other than the key software, does not and will not contain any program routine, device, code, or instructions (including any code or inst<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ail - businessrescue@hernic.co.za attention - Peter van der Steen (joint business rescue practitioner) and Trevor Murgatroyd (joint business rescue practitioner) 12.1.2 Receiving Party physical - physical address stipulated in Annexure A facsimile - facsimile number stipulated in Annexure A email - email address stipulated in Annexure A attention - representative stipulated in Annexure A 12.2 Either Party shall be entitled from time to time, by giving written notice to the other, to vary its physical Address to any other physical address (not being a post office box or poste restante) and to vary its email Address to any other email address, as the case may be. 12.3 Any notice given by either Party to the other ("Addressee") which is - 12.3.1 delivered by hand between the hours of 09:00 and 17:00 on any Business Day to the Addressee's physical Address shall be deemed to have been received by the Addressee at the time of delivery; 12.3.2 successfully transmitted by facsimile to the Addressee's facsimile Address shall be deemed (unless the contrary is proved by the Addressee) to have been received by the Addressee on the day immediately succeeding the date of successful transmission thereof; and 12.3.3 sent to the chosen email address of the Addressee shall be deemed, failing any administrator or mail server errors, to have been received by the Addressee on the Business Day immediately following the date of sending, unless the Addressee proves that the email was not delivered to their email system or that the email was incapable of being retrieved, read or otherwise processed by the Addressee's system. 12.4 This 12 shall not operate so as to invalidate the giving or receipt of any notice which is actually received by the Addressee other than by a method referred to in this 12. 12.5 Any notice in terms of or in connection with this Agreement shall be valid and effective only if in writing and if received or deemed to be received by the Addressee. 13 GENERAL 13.1 This Agreement constitutes the sole record of the Agreement between the Parties in relation to the subject matter hereof. Neither Party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. This Agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the Parties in respect of the subject matter hereof. 13.2 No addition to, variation or agreed cancellation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties. 13.3 This Agreement shall in all respects be governed by the laws of the Republic of South Africa. 13.4 In the event of any dispute or difference arising between the Parties relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification or cancellation of this Agreement, t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he dispute shall be referred for arbitration to the Arbitration Foundation of Southern Africa (or its successor-in-title) ("AFSA") in terms of AFSA's Rules of Arbitration for the time being in force. The seat, or legal place, of the arbitration shall be Johannesburg, Republic of South Africa and the language to be used in the arbitral proceedings shall be English. 13.5 The Receiving Party shall not be entitled to cede, assign, transfer or otherwise make over any of its rights or delegate any of its obligations under this Agreement to any other person, firm or corporation without the prior written consent of the Disclosing Party. 13.6 No indulgence or extension of time which the Disclosing Party may grant to the Receiving Party shall constitute a waiver of, whether by estoppel or otherwise, or limit any of the existing or future rights of the Disclosing Party in terms hereof, save in the event and to the extent that the Disclosing Party has signed a written document expressly waiving or limiting such right. 13.7 Without prejudice to any other provision of this Agreement, any successor-in-title, including any executor, heir, liquidator, business rescue practitioner, judicial manager, curator or trustee, of either Party shall be bound by this Agreement. 13.8 The signature by either Party of a counterpart of this Agreement shall be as effective as if that Party had signed the same document as the other Party. 13.9 Each Party shall be liable for its own costs, including but not limited to its legal costs, incurred in the preparation, drafting, negotiation and implementation of this Agreement. Signed at on 2017 for HERNIC FERROCHROME PROPRIETARY LIMITED (IN BUSINESS RESCUE) who warrants that he/she is duly authorised hereto Signed at on 2017 for THE RECEIVING PARTY IDENTIFIED IN ANNEXURE A who warrants that he/she is duly authorised hereto<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r are based upon, in whole or in part, any Proprietary Information of Disclosing Party or that reflect the review of, interest in, or evaluation of all or any portion of the Proposed Transaction or Disclosing Party’s business (collectively, “Derived Information”), whether tangible or intangible, furnished or prepared in writing or in oral, graphic, electronic or any other form or manner. In addition, Proprietary Information shall include (x) the fact that discussions or negotiations are taking place concerning the Proposed Transaction or that Interested Party has made or may make an offer to acquire Company’s stock or assets or that any Proprietary Information has been shared between the parties and their respective Representatives in connection therewith, (y) the proposed terms and conditions of the Proposed Transaction (including any financial terms and conditions) and the status thereof, and (z) the existence, context, and scope of this Agreement. Proprietary Information shall not include information that: (i) is or becomes generally available to t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he public other than as a result of any disclosure or other action or inaction by Receiving Party in breach of this Agreement (including any disclosure or other action or inaction by Representatives of Receiving Party that would constitute a breach of this Agreement if undertaken by Receiving Party itself); (ii) is or becomes known or avai1able to Receiving Party or any of its Representatives on a non-confidential basis from a source (other than Disclosing Party or any of its subsidiaries, affiliates or Representatives) that, to the best of the knowledge of Receiving Party, is not prohibited from disclosing such Proprietary Information to Receiving Party by a contractual, legal or fiduciary obligation; or (iii) is or was independently developed by Receiving Party or any of its Representatives without violation of any obligation under this Agreement. 1.2 “Representatives” means as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, financing sources, attorneys, accountants and their respective Representatives). 1.3 “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual. 2. NON-DISCLOSURE AND LIMITED USE. 2.1 Non-Disclosure. Without the written consent of Disclosing Party and except as otherwise required by applicable law, Receiving Party shall keep, and shall cause its Representatives to keep, all Proprietary Information confidential and shall not disclose or reveal, and shall cause its Representatives not to disclose or reveal, in any manner whatsoever, in whole or in part, any Proprietary Information to any person, other than to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating the Proposed Transaction and who are bound by restrictions regarding the disclosure and use of such Proprietary Information (either contractual, legal or fiduciary) owed to Company, Interested Party or any their respective Representatives that are comparable to and no less restrictive than those set forth in this Agreement. Each party shall inform all of its respective Representatives and shall cause its respective Representatives to inform their Representatives who receive Proprietary Information hereunder of the confidential nature of such information and the Proposed Transaction, as well as the terms of this Agreement. Receiving Party shall not, and shall cause its Representatives to not, use any Proprietary Information for any purpose other than to evaluate the Proposed Transaction or in connection with the consummation of the Proposed Transaction. Each party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. 2.2 Degree of Care. Receiving Party shall take the same degree of care that it uses to protect its own confidential proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the use, disclosure, publication or dissemination of the Proprietary Information of Disclosing Party. Receiving Party shall not, and shall cause its Representatives to not, decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof. Receiving Party shall not use Proprietary Information for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. 2<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t the Receiving Party shall be permitted to retain a list that contains general descriptions of the documents it has returned to the Disclosing Party to facilitate the resolution of any controversies after the Confidential Information and the Confidential Materials have been returned. To the extent that the Receiving Party utilizes any portion of the Confidential Information or the Confidential Materials to prepare its own analyses, compilations, studies, data, notes, interpretations or other documents (the “Notes”), at any time, at the Disclosing Party’s request, the Receiving Party shall destroy the Notes and promptly thereafter provide the Disclosing Party with written certification of their destruction. The<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Receiving Party shall also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Section 6 or explain why the Receiving Party has been unable to do so. All Confidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement even after their return or destruction or the termination of this Agreement. 7. Legal Compulsion to Disclose Confidential Information or Confidential Materials. In the event that the Receiving Party is issued any subpoena or other process requesting any of the Confidential Information or the Confidential Materials, the Receiving Party agrees that it will immediately furnish a copy of such subpoena or other process, via overnight delivery, to counsel to the Assignee, Edward J. Peterson, Esq. and Matthew B. Hale, Esq. of Stichter, Riedel, Blain & Postler, P.A., 110 East Madison Street, Suite 200, Tampa, Florida 33602, and to the Disclosing Party at the address set forth on Exhibit B attached to this Agreement. In the event that the Receiving Party is requested or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or the Confidential Materials, then the Receiving Party shall provide the Disclosing Party with prompt written notice of such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information or the Confidential Materials which the Receiving Party determines in its reasonable discretion is required to be disclosed and the Receiving Party shall exercise reasonable efforts to obtain reliable assurance from the person to whom it furnishes the Confidential Information or the Confidential Materials that confidential treatment will be accorded to such Confidential Information or Confidential Materials. The Receiving Party also agrees that it will, to the extent authorized by law, reasonably cooperate with the Disclosing Party in opposing the production of the Confidential Information or the Confidential Materials; provided, however, in the event the Receiving Party i<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>APPENDIX "A" THIS MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into this the 7th day of November 2001. BETWEEN: SMART CHIP TECHNOLOGIES, LLC a corporation incorporated under the laws of the United States of America AND: CONSUMER ECONOMIC OPPORTUNITIES INC. a corporation incorporated under the Canada Business Corporations Act WHEREAS, the Parties are desirous of exchanging information relating to confidential and more specifically relating, but not limited, to technical data, marketing, business information, and pricing, all for the purpose of exploring future potential business relationships to the mutual benefit of both Parties hereto. It is anticipated that each of the undersigned Parties shall, from time to time, disclose to the other Party certain technical or business information. With respect to all such information, including any reports or other documents resulting from such exchange of information between the Parties. Each of the Parties agree to the following terms: 1. "Confidential Informati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on" means all information provided by either Party in writing or visual form which Party desires to protect from disclosure and which is marked with an appropriate stamp or legend designating such material as "Confidential"; and all information provided orally by a Party which that Party desires to protect from disclosure pro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement (Confidentiality Agreement) is made between The NASDAQ OMX Group, Inc., (NASDAQ OMX) a Delaware Corporation whose principal offices are located at One Liberty Plaza, New York, New York, 10006 Corporation (NASDAQ OMX and its affiliates are collectively referred to as the Corporations), and (Recipient), whose principal offices are located at . In consideration of NASDAQ OMX’s past, present, and/or future provision of access to certain confidential information by Recipient in order to permit Recipient to evaluate, plan for, implement, complete obligations under an Agreement for Professional Services, or participate in projects, contracts, or other arrangements between the parties (Project) and other good and valuable consideration, the sufficiency of which is acknowledged, it is agreed as follows: 1. Recipient may be provided with access to selected information (oral, written, or electronic) of the other (including of any of the Corporations) which helps meet a regulatory purpose or business need, including, but not limited to, that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, techniques or systems of a party (including of any of the Corporations) or any customer of a party (including of any of the Corporations); financial or other non-public information. Some of the information in each of these categories is confidential in nature or constitutes a trade secret. This information received from a party (including of any of the Corporations), either orally or in writing, during the course of the Project shall be deemed to be confidential information (Confidential Information) for purposes of this Confidentiality Agreement. Notes, documents, summaries or reports which are prepared from Confidential Information to the extent such specifically refer or relate to Confidential Information are themselves Confidential Information. 2. Recipient acknowledges the sensitive and secret nature of the Confidential Information it will have access to during the term of this Agreement and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the Recipient exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information. 3. Recipient shall not disclose Confidential Information to any pers<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on or entity, except its employees or partners involved in the Project, or to use the Confidential Information for any purpose other than fulfilling its obligations under the Project. Recipient acknowledges and agrees that breach of this Confidentiality Agreement by Recipient and/or anyone employed by or otherwise associated with Recipient may also constitute a violation of the Insider Trading Act and/or other securities and other laws. Access to or disclosure of Confidential Information by Recipient shall be limited to those employees or partners covered by a then effective legal obligation or agreement with Recipient that prohibits the disclosure or unauthorized use of confidential information deemed confidential by Recipient (Authorized Employees). The existence of such an agreement with an employee or partner of the Recipient shall not operate to relieve the Recipient from liability for acts of such employee or partner that result in a breach of this Confidentiality Agreement. 4. Recipient shall not make copies of the Confidential Information except for those copies required for use by Authorized Employees in the performance of the Agreement. Each copy, including its storage media, shall be marked Confidential, and also include all copyright, trademark and other proprietary notices which appear on the original. The Recipient agrees that all Confidential Information, including any copies thereof, shall be returned to NASDAQ OMX or destroyed within ten (10) days of the expiration or other termination of the Project. 5. Notes and other documents referencing or relating to Confidential Information may be made and kept by the Recipient, but shall continue to be governed by this Confidentiality Agreement until they are destroyed. 6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in NASDAQ OMX. 7. The obligation of non-disclosure shall not extend to: (1) information which is then already in the possession of the Recipient and not under a duty of non-disclosure; (2) information which is generally known or revealed to the public other than by breach of this Agreement; (3) information which is revealed to the Recipient by a third party--unless such party is under a duty of non-disclosure; or (4) info<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> release of Confidential Information, including but not limited to FERPA and its regulations, set forth at 34 C.F.R. § 99. VENDOR, its employees and/or representatives, shall use the Confidential Information and routing data solely in connection with performance by VENDOR of the services provided to BPS as outline by this agreement and pursuant to the Challenge Document and for no other purpose. Neither VENDOR nor any of its employees and/or representatives, shall sell, release, transfer, reprint, duplicate, recreate, disclose or permit the disclosure to any other person or entity of any of the Confidential Information or of any files, compilation, study, report or analysis or data base containing, based on or derived from the Confidential Information without the express written consent of BPS, and in full compliance with applicable state and federal privacy laws. VENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, its employees and/or representatives for any notifications to affected persons (after prompt consultation with BPS), and to the extent requested by BPS, administratively responsible for such notification. VENDOR shall protect the Confidential Information and shall not permit the release of such information to parties other than BPS officials and their authorized agents. 3. Background Checks: VENDOR, its employees and/or representatives, acknowledge that BPS reserves the right to conduct an appropriate background check on any and all participants with access to the Confidential Information pursuant to this agreement. 4. Disclosure Sought Under Legal Process. VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires: Name: William Eger Title: Strategic Projects Manager Email: weger@bostonpublicschools.org Phone Number: 914-523-9675 Office Location: Bolling Building 2300 Washington Street Roxbury, MA 02119 6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information. 7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of aggregate or de-identified data to VENDOR, public entities and community based organizations, and use of aggregate or de-identified data in program planning, evaluation and research not related to the BPI initiative. VENDOR shall not publish, present, or use reports without explicit written consent from BPS. BPS has the right to review and require approval of any publicly reported document prior to its release. 8. Disclosure, Breach & Penalties. VENDOR’S disclosure of Confidential Information to third parties without BPS's authorization, or VENDOR’S failure to sign or comply with this agreement or return or destroy Confidential Information per Provision 4 above, may constitute a breach of this Agreement and may result in the BPS or the U.S. Department of Education denying VENDOR access to Confidential Information and other such penalties as dictated by law or equity. 9. Injunctive Relief. VENDOR acknowledges and agrees that the breach or threatened breach by VENDOR, or its employees and/or representatives of their obligations under this Agreement will cause serious and irreparable harm to BPS that cannot be adequately compensated by monetary damages alone and that BPS may seek injunctive relief from an appropriate court to protect BPS from such harm without necessity of bond or other security. 10. Immediate Notice. VENDOR shall give BPS immediate written and verbal notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR or its employees and/or representatives of their obligations under this Agreement, upon learning of same. 11. Appropriate Forum. VENDOR and BPS agree that this Agreement is entered into in the State of Massachusetts, and that the courts located in the State of Massachusetts are the appropriate forum in the event any party seeks legal action or injunctive relief under this Agree<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> or warranty with respect to the Confidential Information is made by the Disclosing Party or any of its Representatives. The Recipient agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information by the Recipient or its Representatives. General 13. The Recipient agrees that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement by the Recipient or its Representatives, and that any court having competent jurisdiction may enter a preliminary and/or permanent restraining order, injunction or order for specific performance, without posting any bond, in the event of an actual or threatened breach of any of the provisions of this Agreement, in addition to any other remedy at law or in equity available to the Disclosing Party. 14. This Agreement will terminate on the first anniversary of the date hereof. 15. The furnishing of Confidential Information pursuant to this Agreement does not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into any agreement or negotiation with another party with respect to a Proposed Transaction or otherwise. 16. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter. No amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound. 17. This Agreement may not be assigned by either party without the prior written consent of the other party. 18. This Agreement is to be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law that would cause the laws of any other jurisdiction to be applicable. 19. Each of the parties hereto expressly agree that they will not, and will not permit any of its Representatives to directly or indirectly, hire an employee of the o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther party, or solicit or induce any employee of the other party to leave such employee’s position with the other party, for a period of one year. However, this paragraph shall not prohibit the Potential Acquiror or any of its affiliates from soliciting or hiring an employee who responds to a general solicitation of employment. 20. To the extent that any Confidential Information includes materials subject to the attorney-client privilege or similar privileges or protections, such disclosure is inadvertent and the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party. 21. This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. 22. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN WITNESS WHEREOF the parties have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives. Company Name: Cartesian, Inc. By: /s/ Donald J. Tringali Name: Donald J. Tringali Title: Executive Chairman Date 11-28-17 Potential Acquiror: By: /s/ Jonathon Tipton Name: Jonathan Tipton Title: Senior Vice President of Blackstreet Capital Holdings, LLC Date 11/28/17<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT ATTACHMENT 3 - INVITATION FOR BID RFQ 205 CONSTRUCTION OF THE ASHBURN SHERIFF STATION THIS AGREEMENT is entered into by and between COUNTY OF LOUDOUN, VIRGINIA with offices at 1 Harrison St. S.E., Leesburg, Virginia 20175 (hereinafter “County”) and with offices at (hereinafter “Bidder”) on 2015. Whereas, the County is seeking bids from Bidders to construct the Ashburn Sheriff Station (the “Project”); and Whereas, the Bidder desires to obtain architectural drawings that detail the design of said project for the sole purpose of compiling and submitting a response to Invitation for Bid RFQ 205 to construct the Project. NOW IT IS THEREFORE AGREED: 1. Purpose The purpose of this agreement is to allow the Bidder access to Confidential Information as defined herein detailing the design of the Project for the sole purpose of compiling and submitting a bid in response to the County’s Invitation f<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or Bid to construct the Project. This agreement is intended to ensure the safety and security of the Ashburn Sheriff Station. By signing this agreement the Bidder is stating that it will keep all Confidential Information (as defined in paragraph 4) in strict confidence and only use the Confidential Information on the Project identified herein. Further the Bidder warrants that its employees, partners, subcontractors, agents, and clients (collectively hereinafter the “Bidder”) will be similarly bound by this agreement, or by other similar constraints of confidentiality. 2. Disclosure The Bidder shall not publish, or make and/or retain copies or disclose to any third party, any Confidential Information furnished to the Bidder except to such extent as may be necessary to carry out the Bidder’s duties under this agreement and except to the extent that disclosure is required by judicial process in a legal proceeding, in which event Bidder will provide to the County notice of the request or demand to disclose Confidential Information. Within ten (10) days after award and/or completion of the IFB, or upon demand by the County, all Confidential Information, including all photographs, sketches, models, and drawings related to the design, layout and operation of said project shall be destroyed and files deleted from all of the Bidder’s web sites and electronic devices (including but not limited to computers, cellular phones, etc.). Bidder shall also verify that all Confidential Information provided to partners, subcontractors, agents and clients has been destroyed. The successful Bidder shall destroy all Confidential Information within ten (10) days after final Project completion. 3. Indemnification Bidder agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney’s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts of Bidder, its subcontractors or its respective agents, servants, or employees or such parties’ related to said Confidential Information. 4. Confidentiality A. “Confidential Information” as outlined herein shall be used in strict confidence solely for the purpose allotted under this agreement and shall not be disclosed by the Bidder, its employees, partners, subcontractors, agents, or clients to a third party without the prior written consent of the County with the exception of the following; It was already in the possession of the receiving party; It is learned from or becomes publicly disclosed by a source with legal right to use and disclose same It is identical to information which was developed by the receiving party independently of any Confidential Information received from the other party. B. Confidential Information means all information relating to the design, layout and operation of said Project. 5. Governing Law This agreement validity, construction and effect shall be governed under the substantive law of the Commonwealth of Virginia without the giving effect to any choice of law provision. Bidder expressly waives any objection to venue or jurisdiction of the Loudoun Coun<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t in writing. 5. The DISCLOSEE may not make confidential information available within its enterprise or organisation other than to staff who necessarily require it to perform their duties. Such persons must demonstrably be bound beforehand to keep the information confidential to the same strict extent as agreed herein, including after their contractual relationships are terminated insofar as the law allows. The DISCLOSEE will be liable for any and all losses the DISCLOSER suffers. 6. No licence, user or similar rights to any patent, patent application or knowhow may be deduced from this agreement, either directly or indirectly. 7. As with the confidential information, no results obtained from that information may be disclosed to any third parties or made available otherwise without the DISCLOSER's consent in writing. This also applies without limitations to any possible termination of the business relationship between both parties. 8. Any and all confidential information, including any and all protected and other rights created and/or produced in connection with the confidential information provided, no matter when or by whom, are the property of Fronius. The DISCLOSEE cannot deduce any rights from knowing the information and knowhow the DISCLOSER provides in respect of applying for protected rights against the DISCLOSER, particularly in terms of prior use. 9. The supplier (supplier = contractor) assures that any and all necessary rights for the production and distribution of the furnished and delivered materials and products are available and holds Fronius harmless from all and any claims by third parties resulting from an infringement of industrial and /or intellectual property rights/patents. 10. Any and all documents containing confidential information, copies of such documents and extracts the DISCLOSEE makes from such documents and models the DISCLOSER provides must be returned or demonstrably destroyed and their destruction be confirmed in writing should the DISCLOSER so require. 11. Documents which contain confidential information must not be reproduced or extracts made from them without the DISCLOSER's prior<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> consent in writing. Models sent must not be analysed. 12. These obligations will not apply, or will cease to apply, to using information where the DISCLOSEE can show that that information / Passed into the public domain without breaching these obligations; / Was already in the DISCLOSEE's possession before the DISCLOSER disclosed it to it. Information will be deemed to be confidential information for the purposes of this non-disclosure agreement even if the confidential information comes under one or more of these exceptions only in part, provided the confidential information itself does not come under one or more of these exceptions in its entirety. 13. This agreement is binding on and against the parties' successors, wholly or in part. 14. This agreement enters into force when signed by all contracting parties, and applies for a term of … years. The agreement is engrossed in duplicate. Any amendments or additions to this agreement must be in writing. 15. This agreement is governed by Austrian law, to the exclusion of the UN Convention on the International Sale of Goods and the IPRG [law on international private law]. Jurisdiction is agreed to be at Wels If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT This CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT (“Agreement”) is made and entered into this day of , 201, by and between BROOKS’ BOTTLING COMPANY, LLC, a New York Limited Liability Company (“BROOKS”) and [ ] (“CLIENT”) (BROOKS and CLIENT are sometimes collectively referred to as the “Parties”) RECITALS A. BROOKS is engaged in the business of bottling products for various CLIENTS and has entered into discussion with re<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lating to establishing a business relationship in connection with preparing and bottling certain of CLIENT’s product(s). As such, BROOKS will need access to certain personal, financial and product information relating to CLIENT and its products. B. CLIENT desires to maintain the confidentiality of all personal, financial and product information disclosed to BROOKS. BROOKS is willing to receive all such personal, financial and product information in confidence, and the Parties deem it to be in their mutual best interest to protect such personal, financial and product information as provided in this Agreement. NOW, THEREFORE, in consideration of <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CALIFORNIA ASSOCIATION OF REALTORS ® COMMERCIAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (C.A.R. Form CML-CNDA, Revised 12/18) (Not For Use With One to Four Residential Properties) This Commercial CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Confidentiality Agreement”) is given in connection with or in contemplation of that certain: □ Commercial Property Purchase Agreement, □ Business Purchase Agreement; □ Residential Income Property Purchase Agreement, □ Other dated (“Agreement”), in which is referred to as “Buyer” and is referred to as “Seller” regarding: (Check All that Apply): □ that certain real property owned by Seller and to be sold to Buyer, commonly known as , the “Property”. AND/OR □ a business owned by Seller and to be sold to Buyer, described as , the “Business”. AND/OR □ that certain real property, together with any improvements located thereon, leased by Seller, and to be assigned to Buyer, pursuant to that certain lease dated, , (“Lease”) by and between Seller, as Tenant, and , as Landlord (“Leased Property”). For purposes of this Confidentiality Agreement, the Leased Property shall be included within the definition of “Property”. The implementati<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on of the applicable Agreement as it relates to the Property or the Business, as the case may be, shall be referred to as the “Transaction”. 1. DELIVERY OF CONFIDENTIAL INFORMATION: A. □ Seller; OR □ Buyer is the Delivering Party or, if checked □: Both Seller and Buyer shall each be delivering Information to the other party. Consequently, each of Seller and Buyer shall be a Delivering Party and a Receiving Party as to that Information delivered or received by Seller or Buyer, as the case may be. This Confidentiality Agreement shall be mutual in the effect of the respective rights and obligations of the Delivering Party and the Receiving Party, as such rights and obligations specifically relate to the Seller and the Buyer in its role as a Delivering Party or a Receiving Party, as the case may be. B. “Delivering Party” has furnished, is furnishing, or will be furnishing, either directly or indirectly through a representative, to the other party (“Receiving Party”) or to the Receiving Party’s representatives, including without limitation, any agents, brokers, lender, appraisers, escrow, professional advisors, consultants, affiliates, officers, directors, partners, shareholders, accountants, legal counsel and employees (collectively, “Representatives”) of the Receiving Party, certain information, in whatever form or by whatever mode or medium whatsoever, about the Delivering Party, the Delivering Party’s Property or the Delivering Party’s Business, which, at the time of such delivery, was, is or will be identified as confidential information because it is either nonpublic, confidential or proprietary in nature. SuchF information provided, whether provided in documentary, oral, visual, electronic, tangible or any other form, including without limitation, in the form of designs, sketches, drawings, photographs, videotapes, specifications, blueprints, plans, studies, findings, computer printouts, computer disks, documents, memoranda, reports, notebooks, manuals, notes, contracts, correspondence, files, lists and other records, and the like, and all photocopies or other reproductions, together with any analysis, compilations, forecasts, studies, reports or other documents or information prepared, developed or concluded by the Receiving Party or its Representatives, which contains, is derived from, or otherwise reflects such information about the Property or the Business, as the case may be (“Work Product”), is hereinafter collectively referred to as the “Information”. Non-tangible information will be Information only to the extent that it is first disclosed in non-tangible form and is orally identified at the time of disclosure as confidential information and is summarized in tangible form conspicuously marked as “confidential information” and delivered to Receiving Party in such tangible form within thirty (30) days of the original disclosure. The parties acknowledge that the unauthorized disclosure to or use by any person or organization of the existence and content of the Information by Receiving Party would be detrimental and damaging to the Delivering Party. Accordingly, the parties wish to ensure that the Information provided by the Delivering Party will only be disclosed or used in strict accordance with the provisions of this Confidentiality Agreement. 2. DISCLOSURES INCLUDED AND NOT INCLUDED IN INFORMATION: A. INCLUDED: Any Information disclosed, provided or delivered by Delivering Party to Receiving Party or its Representatives relating to the Transaction prior to the date of this Confidentiality Agreement shall also be subject to and governed by the terms of this Confidentiality Agreement to the same extent as any Information disclosed, provided or delivered after execution of this Confidentiality Agreement. B. NOT INCLUDED: The term “Information” shall not include any Information which: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s lawful to do so under U.S. laws including the EAR, ITAR , and OFAC. Further, Company will not release, show, make available, disclose or deliver in any form or fashion all or any part of this information to any non-U.S. Person without having first obtained the necessary license or approval that may be required from the U.S. Department of Commerce, Department of State, Department of Treasury, or other agency, department, or office. Company agrees that if a license or other approval is necessary it will promptly advise Champion in writing of its determination and confirm that it has not released any controlled technical data or technology and that it is seeking a license or other approval. 10. Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be assigned or delegated by either party without the prior written consent of the other party. This Agreement shall benefit and be binding upon the parties hereto together with its respective employees, officers, directors, subsidiaries, branches, divisions, and affiliates. 11. Miscellaneous. This Agreement sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all existing agreements and all other communications between them concerning such subject matter, whether written or oral. This Agreement shall not be modified except in writing signed by all parties hereto. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event any term of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other term of this Agreement shall in any way be affected thereby and the provisions shall be reformed as necessary to carry out the intent of the parties to the fullest extent permitted by law. The section headings throughout this Agreement are for convenience and reference only, and the words contained in them shall in no way be held to explain, modify, amplify, or aid in the interpretation, constriction, or meaning of the provisions of this Agreement. No consent or waiver by a the disclosing party of any breach or default in the performance by the receiving party of its obligations hereunder shall be deemed to be a consent to or waiver of any other breach or default in the performance by the receiving party of the same or any other obligations hereunder. 12. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon personal delivery, five days after being mailed by registered or certified mail, return receipt requested, or one business day after being sent by nationally recognized overnight courier, or on the date of the transmission if sent by facsimile or e-mail (provided that notice shall be effective on the first business day following the date of transmission if transmission is effected on a non-business day). Notices shall be addressed to the signatories of this Agreement at the addresses first set forth above (or such other address as provided by a respective party to the other party pursuant to this provision). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and date first set forth ab<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ove. [NAME OF COMPANY] CHAMPION AEROSPACE LLC By: By: Name: Name: Title: Title: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made on the day of 2015 between , a company incorporated in the Republic of Singapore and having its registered office at , (hereinafter referred to as “the Company”) of the one part and ALEXANDRA HEALTH PTE LTD, a company incorporated in the Republic of Singapore and having its registered office at 90 YISHUN CENTRAL SINGAPORE 768828 (hereinafter referred to as “AHPL”) of the other part. WHEREAS: (A) The parties, for their mutual benefit, may have exchanged and wish to further exchange certain information, including but not limited to, trade secrets and proprietary know-how in order that each of them may evaluate such information for the purpose of determining their respective interests in establishing a business relationship between them. (B) The parties wish to define their rights with respect to the said information and to protect the confidentiality thereof and proprietary features contained therein. (C) The Company acknowledges that all information or data relating to the Purpose whether in writing, orally or by any other means if disclosed (whether directly or indirectly) to a third (3rd) party without the express authorization of AHPL is highly confidential and would have a detrimental effect on the business of AHPL, and that its disclosure could not only expose AHPL to liability but also to judicial sanctions and that such disclosure might also adversely affect AHPL’s patients and under certain circumstances, disclosure by the Company could expose the Company to criminal prosecution. In consideration of being made privy to the Confidential Information, the Company hereby agrees to observe and be bound by the terms of the Agreement. (D) The Company acknowledges that all information or data relating to Purpose also applies to any organisation/institution that is related to AHPL (i) either by reason of AHPL directly or indirectly controlling the organisation/institution; (ii) by reason of both AHPL and organisation/institution being controlled by or under the common control of a third party; or (iii) by reason that AHPL is obliged to provide support services to that organisation/institution for any reason. In the context of corporate entities, a person “controls” the entity if it owns and controls (i) more than fifty (50) percent of whose shares or other securities entitled to vote for election of directors (or other managing authority) in the entity, or (ii) more than fifty (50) percent of the equity interest in the entity, or (iii) is otherwise able to direct or cause the direction of the management and policies of such person or entity whether by contract or other<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>wise. NOW IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS In this Agreement, the following expressions shall have the following meanings: 1.1 'Purpose' shall mean any discussions and negotiations between or within the parties concerning or in connection with the establishment of a business relationship between the parties. 1.2 (a) 'Confidential Information' shall mean all information received from the other party which the latter has indicated in writing or labelled to be “Confidential”, “Proprietary Information” or with any other comparable legend to similar effect, at the time of disclosure [or if disclosed orally, confirmed in writing by the disclosing party as such within fifteen (15) days after its disclosure], which it may acquire in relation to the other party, including but without any limitation whatsoever: (i) all commercial, marketing and business information, strategic and development plans, intentions, any matter concerning AHPL, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with AHPL; <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>arty that receives the Confidential Information directly or indirectly from the Disclosing Party. “Representatives” shall mean directors, employees, professional advisors or anyone involved with the Party in a professional or business capacity. 2. Exclusions The obligation of confidentiality set out in this Agreement shall not apply to any Confidential Information that: a) was known to the Receiving Party prior to such disclosure by the Disclosing Party, as evidenced by documentary or other physical evidence; b) was public knowledge at the time of such disclosure to the Receiving Party, or becomes public knowledge after such disclosure, through no action or omission by or on behalf of the Receiving Party; c) is lawfully disclosed or made available to the Receiving Party by a third party having no obligation to the Disclosing Party to maintain the confidentiality of such information; d) was independently developed or derived by the Receiving Party without the aid, application or use of information furnished by the Disclosing Party, as evidenced by documentary or other physical evidence; e) is disclosed with the written consent of the Disclosing Party; f) is required to be disclosed by the order of a governmental agency or legislative body or a court of competent jurisdiction. 3. Obligations of confidentiality and <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>non-use The Receiving Parties undertake and agree: a) To take proper and reasonable measures to ensure the secrecy of the Confidential Information; b) Not to disclose, or allow it to be disclosed, in whole or in part to any third party without the prior written consent of the Disclosing Party c) Not to use, in whole or in part, the Confidential Information for anything other than the Permitted Purpose. d) Not to use the Confidential Information for their own commercial use or for that of any other person or party, without prior written consent by the Disclosing Party; e) Not to make copies of the Confidential Information in any format without prior written authorisation by the Disclosing Party; f) Not to alter, modify, disassemble, reverse engineer or decompile any Confidential Information; g) Not to apply for any patent or trademark which could include any Confidential Information. 4. Disclosure to Representatives The Parties shall use at least the same degree of care as the Receiving Party normally exercises to protect its own information of like character and importance, but in no event less than reasonable care. The Receiving Party undertakes to permit access to the Confidential Information only to its Representatives or employees who require access to such Information solely for the fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the condition that such persons are made aware of the terms of this Agreement and their obligations therein, along with the Disclosing Party’s rights to the Confidential Information. The Receiving Party shall be responsible for ensuring its Representatives comply with the terms of this Agreement. 5. Return of information and property The Receiving Party acknowledges and agrees<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>BOMI International NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the “Agreement”) is made by and between BOMI International, Inc. (“BOMI”), and you, the test taker (“Attendee”). In consideration for your right to take the CBT Test, Attendee agrees to the following: 1. “Confidential Information” shall mean all information, whether communicated in oral, written, electronic or other form, furnished by BOMI or prepared by Attendee during the Testing Period, including, but not limited to, answers and notes made by Attendee during the Testing Period, any test questions and answers, any accompanying Test materials and like information, and any and all other Test information of, or provided by, BOMI. All notes, analyses, compilations, and other documents prepared by Attendee during the Testing Period, which contain or otherwise reflect information regarding the Test, will also be “Confidential Information.” The Testing Period includes all time immediately prior to, during, and immediately following the scheduled Test time. 2. Attendee will preserve as confidential all Confidential Information that Attendee may obtain or prepare in relation to the Test during the Testing Period. Without BOMI’s prior written consent, which may be given or withheld by BOMI in its sole and absolute discretion, Attendee will not at any time, whether during or after the Testing Period, (a) disclose any Confidential Information to any third party nor give any third party access thereto, nor (b) use any Confidential Information except as required in taking the Test. At all times during the testing period, Attendee agrees to abide by the Code of Professional Ethics and Conduct, a copy of which can be found online at www.bomi.org<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. 3. Attendee shall notify BOMI immediately upon discovery of unauthorized use or disclosure of Confidential Information or any breach of this Agreement, and shall cooperate with BOMI in every reasonable way to assist BOMI in mitigating the consequences of such use or disclosure and preventing further unauthorized use or disclosure. If a third party brings an action against BOMI arising out of Attendee’s breach of this Agreement, BOMI, at its sole discretion, may settle or defend the claim, and Attendee shall pay all settlements, costs, damages and legal fees and expenses arising out of such settlement or defense. 4. Attendee agrees that money damages will not be a sufficient remedy for any breach of this Agreement by him and that in addition to all other remedies which may be available, BOMI will be entitled to specific performance and injunctive or other equitable relief, without bond, as a remedy for any such breach or threatened breach. All remedies available to BOMI for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. 5. In the event of any litigation between the Parties in connection with this Agreement, including the seeking of injunctive relief, if BOMI is the successful party, Attendee shall pay to BOMI therein all costs and expenses, including but not limited to actual attorneys’ fees incurred therein by BOMI, which costs, expenses and attorneys’ fees shall be included as a part of any judgment rendered in such action in addition to any other relief to which BOMI may be entitled. Should BOMI not be a successful party, the Parties will each bear their own attorneys’ fees and expenses. 6. Attendee acknowledges that all Test documents, materials, drawings, and other physical media of expression incorporating or containing any Confidential Information that BOMI furnishes to Attendee, or that Attendee prepares during the Testing Period, are BOMI’s property and will be promptly surrendered to BOMI upon the completion of the Testing Period. After the completion of the Testing Period, Attendee will make no further use of any of the Confidential Information. The foregoing will apply regardless of whether Attendee completes the Test. 7. Attendee understands that BOMI makes no representations or warranties as to the accuracy or completeness of any Confidential Information disclosed, and Attendee agrees that neither BOMI nor any of its officers, directors, Attendees, agents, members or attorneys will have any liability to Attendee arising from Attendee’s use of the Confidential Information. 8. To the fullest extent permitted by law, all of the covenants and agreements contained in this Agreement will survive indefinitely. Attendee also understands that the obligation not to use or disclose Confidential Information shall survive the completion of Testing Period, for so long as the information remains Confidential Information. Attendee further understands that this Agreement extends to, and shall be binding upon, his heirs, successors and assigns. 9. This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ublication of the Confidential Information. 5. In the event of any breach or threatened breach by the receiving Party of its obligations hereunder, the disclosing Party shall have whatever rights and remedies ar<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e available to it at law or in equity, provided, however, that in no event shall either Party be liable for any consequential damages of any nature whatsoever. 6. This Agreement shall not be construed as granting or conferring any ri<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>se from work performed by contractor provided personnel, under the auspices of this contract, the contractor will be responsible for all resources necessary to remedy the incident. 5. SOFTWARE PROGRAM INTEGRITY The contractor warrants and represents that the contractor-supplied software, other than the key software, does not and will not contain any program routine, device, code, or instructions (including any code or inst<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, bug, error, defect, or trap door, that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the contractor software, any computers, networks, data, or other electronically stored information, or computer programs or systems (collectively, "disabling procedures"). Such representation and warranty applies regardless of whether such disabling procedures are authorized by the contractor to be included in the contractor software. If the contractor incorporates into the contractor software programs or routines supplied by other vendors, licensors, or contractors (other than the key software), the contractor shall obtain comparable warranties from such providers, or the contractor shall take appropriate action to ensure that such programs or routines are free of disabling procedures. Notwithstanding any other limitations in this agreement, the contractor agrees to notify VA immediately upon discovery of any disabling procedures that are or may be included in the contractor software. If disabling procedures are discovered or reasonably suspect to be present in the contractor software, the contractor, as its entire liability and VA's sole and exclusive remedy for the breach of the warranty in this section, agrees to take action immediately, at its own expense, to identify and eradicate (or to equip VA to identify and eradicate) such disabling procedures and carry out any recovery necessary to remedy any impact of such disabling procedures. Federal Acquisition Regulation clause 52.246-18, Warranty of Supplies of a Complex Nature (May 2001), is hereby incorporated into VA Form 0752. (a) Definitions. As used in this clause - "Acceptance" means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract. "Supplies" means the end items furnished by the Contractor and related services required under this contract. The word does not include "data." (b) Contractor's obligations. (1) The Contractor warrants that for two years all supplies furnished under this contract will be free from defects in material and workmanship and will conform with all requirements of this contract; provided, however, that with respect to Government-furnished property, the Contractor's warranty shall extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor's warranty shall extend to the modification or other work. (2) Any supplies or parts thereof corrected or furnished in replacement shall be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty shall be equal in duration to that set forth in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. (3) The Contractor shall not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Contractor by action of the Government. In the event that correction or replacement has been directed, the Contractor shall promptly notify the Contracting Officer, in writing, of the nonavailability. (4) The Contractor shall also prepare and furnish to the G<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> procedures and carry out any recovery necessary to remedy any impact of such disabling procedures. Federal Acquisition Regulation clause 52.246-18, Warranty of Supplies of a Complex Nature (May 2001), is hereby incorporated into VA Form 0752. (a) Definitions. As used in this clause - "Acceptance" means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract. "Supplies" means the end items furnished by the Contractor and related services required under this contract. The word does not include "data." (b) Contractor's obligations. (1) The Contractor warrants that for two years all supplies furnished under this contract will be free from defects in material and workmanship and will conform with all requirements of this contract; provided, however, that with respect to Government-furnished property, the Contractor's warranty shall extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor's warranty shall extend to the modification or other work. (2) Any supplies or parts thereof corrected or furnished in replacement shall be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty shall be equal in duration to that set forth in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. (3) The Contractor shall not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Contractor by action of the Government. In the event that correction or replacement has been directed, the Contractor shall promptly notify the Contracting Officer, in writing, of the nonavailability. (4) The Contractor shall also prepare and furnish to the Government data and reports applicable to any correction required (including revision and updating of all affected data called for under this contract) at no increase in the contract price. (5) When supplies are returned to the Contractor, the Contractor shall bear the transportation costs from the place of delivery specified in the contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor's plant and return. (6) All implied warranties of merchant ability and "fitness for a particular purpose" are excluded from any obligation contained in this contract. (c) Remedies available to the Government. (1) In the event of a breach of the Contractor's warranty in paragraph (b)(1) of this clause, the Government may, at no increase in contract price - (i) Require the Contractor, at the place of delivery specified in the contract (irrespective of the f.o. b. point or the point of acceptance) or at the Contractor's plant, to repair or replace, at the Contractor's election, defective or nonconforming suppies; or (ii) Require the Contractor to furnis<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>h at the Contractor's plant the materials or parts and installation instructions required to successfully accomplish the correction. (2) If the Contracting Officer does not require correction or replacment of defective or nonconforming supplies or the Contractor is not obligated to correct or replace under paragraph (b)(3) of this clause, the Government shall be entitled to an equitable reduction in the contract price. (3) The Contracting Officer shall notify the Contractor in writing of any breach of the warranty in paragraph (b) of this clause within 45 days after discovery of the defect or intrusion. The Contractor shall submit to the Contracting Officer a written recommendation within 5 work days as to the corrective action required to remedy the breach. After the notice of breach, but not later than 10 work days after receipt of the Contractor's recommendation for corrective action, the Contracting Officer may, in writing, direct correction or replacement as in paragraph (c)(1) of this clause, and the Contractor shall, notwithstanding any disagreement regarding the existence of a breach of warranty, comply with this direction. If it is later determined that the Contractor did not breach the warranty in paragraph (b)(1) of this clause, the contract price will be equitably adjusted. (4) If supplies are corrected or replaced, the period for notification of a breach of the Contractor's warranty in paragraph (c)(3) of this clause shall be two years from the furnishing or return by the Contractor to the Government of the corrected or replaced supplies or parts thereof, or, if correction or replacement is effect by the Contractor at a Government or other activity, for two years thereafter. (5) The rights and remedies of the Government provided in this clause are in addition to and do not limit any <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ghts, powers or privileges under this NDA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any rights, powers or privileges under this NDA; 17. No amendment to the terms and conditions of this NDA shall be valid and binding unless made in writing and signed by an authorized representative of each of the parties hereto; 18. This NDA may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument; and 19. Any party may deliver an executed copy of this NDA by facsimile or email. DATED AT , this day of, 2012. OR (Signature of Person - Individual) Name of Corporation (Print) Name: Per: (Signature of Witness) (Signature of Authorized Signing Officer) Name: Name: Title: I have the authority to bind the corporation (Signature of Witness) Name: NOTE: SIGNATURE MUST BE WITNESSED Contact Information (Required): (Name – First and Last) (Street/Land Location/PO Box No. /Unit No. /Suite No.) (City/Town) (Province/Territory/State) (Country) (Postal Code/Zip Code) (Telephone) (Facsimile) (E-mail) Appendix “A” LEGAL TERMS OF USE AND DISCLAIMER 1. The following are the legal terms of use and disclaimer for the electronic data room, www.bdo.firmex.com (the “Website”), and any physical data provided (collectively the “Data Rooms”) created for the sale process for Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin (“Baldwin”). 2. On February 14, 2012, BDO Canada Limited (“BDO”) was appointed Proposal Trustee in accordance with the Bankruptcy and Insolvency Act. 3. Towards that end, BDO has in its possession certain proprietary, non-public or confidential information, documents, statements, and data relating to the assets of Baldwin (the “Assets” and “Information”) for the review and further investigation, where appropriate, of any person or corporation interested in acquiring the Assets. 4. The Information being made available to you, including the Information that can be found at the Data Rooms has been prepared and assembled from information provided by Baldwin and other sources. Access to the Data Rooms is being provided to you, as you have expressed a preliminary interest in acquiring the Assets and have executed a Confidentiality and Non-Disclosure Agreement (“NDA”) in connection thereto. 5. The sole purpose of the Data Rooms and t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he Information contained therein and/or made available to you during the course of this sale process is being provided in order to assist you in deciding whether to proceed further with your investigation of the Assets. This Information being made available to you does not purport to be all-inclusive or to necessarily contain all of the information that a prospective purchaser may require in connection with its investigations into the Assets. 6. BDO, its officers, directors, employees and agents make no representations or warranties and each expressly disclaims any and all liability for any errors and/or omissions which may be contained in the Information being made available at the Data Rooms or other information obtained in the course of any investigation and/or inspection of the Assets. 7. Except as otherwise indicated, no independent accountant has audited, reviewed, compiled or is in any way associated with the Information presented herein nor has an independent accountant expressed any conclusion thereon or given any other form of assurance with respect thereto. 8. In accordance with the terms of the NDA executed by you, the Information being made available to you at the Data Rooms or any other information to be made available to you by BDO is to be kept confidential and upon the express understanding that it will be used only for the purposes set forth above. 9. The Information being made available is confidential and may not be photocopied, reproduced or distributed to any other person at any time, except for the purposes of obtaining professional advice, without the prior written consent of BDO. Upon receipt of a written request, you agree to promptly return to BDO all materials including those printed from the Website, written material and any notes of your verbal conversations with representatives of BDO obtained in the course of any investigation and/or inspection of the Assets. 10. In providing access to the Data Rooms, BDO does not accept any obligation to provide you with access to any additional information about the Assets. The Information being made available to you at the Data Rooms or any other information to be made available to you by BDO shall not be deemed to be an indication of the current or future<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT To: Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin and to: BDO Canada Limited Attention: Steven Welker Telephone: (416)-865-0210 Facsimile: (416)-865-0904 Email: swelker@bdo.ca Re: Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin (“Baldwin”) The undersigned hereby acknowledges having been advised that: i) BDO Canada Limited (“BDO”) was appointed as Proposal Trustee of Baldwin on February 14, 2012 in accordance with the Bankruptcy and Insolvency Act. ii) Towards that end, BDO has in its possession certain proprietary, non-public or confidential information, documents, statements, and data relating to the assets of Baldwin (the “Assets” and “Information”) for the review and further investigation, where ap<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>propriate, of any person or corporation interested in acquiring the Assets. iii) The Information is sensitive and confidential in nature, and the disclosure thereof could adversely affect the value of the Assets of Baldwin. In consideration of the disclosure by BDO to the undersigned of any portion of the Information, the sufficiency of which consideration is hereby acknowledged; the undersigned hereby undertakes and agrees as follows: 1. To maintain the Information in the strictest of confidence and to control the dissemination of the Information, including any documents or copies (paper, electronic or otherwise) thereof contained in the Information in accordance with the terms and conditions of this Confidentiality and Non-Disclosure Agreement (“NDA”); 2. Not to supply any documents or portions of documents included in the Information or any information included therein or any information hereinafter obtained in the course hereof or with respect hereto to any person or corporation except to the Representatives (defined below) and as otherwise specifically provided for herein; 3. The Information is to be used by the undersigned, its affiliates, and their respective directors, officers, employees, accountants, attorneys, solicitors, financing sources, consultants, agents, representatives and advisors and their respective representatives, to the extent the foregoing are actually provided access to the Information by the undersigned (collectively the “Representatives”), only in connection with the consideration of a possible acquisition of the Assets; 4. To advise the Representatives of the confidential nature of the Information, and to provide to those Representatives to which or to whom the Information is provided a copy of the NDA, and if such Representative is not otherwise bound by restrictions on disclosure and use similar to the obligations hereunder, to have such Representatives agree to be bound by this NDA; 5. The undersigned shall be responsible for any breach of the provisions of this NDA by any of the Representatives to whom the undersigned discloses Information; 6. The undersigned and its Representatives shall under no circumstances contact directly or indirectly any of the residents, partners or former partners or directors of Baldwin: (i) to ask any questions regarding the possible acquisition of all or<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into as of July 26, 2002 by and between Big Sky Transportation Company ("Big Sky") and Mesaba Holdings, Inc. ("Holdings"). In connection with a potential transaction (the "Transaction") between Holdings and Big Sky, Big Sky has and will furnish to Holdings certain information ("Information") including but not limited to financial, marketing and operational information, and such other information necessary for Holdings to evaluate the transaction. The term "Information" shall mean all information that Big Sky has furnished or is furnishing to Holdings, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by Holdings or by its Representatives, as defined below, that contains, reflects or is derived from the furnished information. In consideration of Big Sky's disclosure to Holdings of the Information, Holdings agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of Big Sky, be disclosed by Holdings or by its officers, directors, employees, agents or representatives (collectively, "Representatives"), in any manner whatsoever, in whole or in part, and shall not be used by Holdings or by its Representatives, other than in connection with evaluating the Transaction. Moreover, Big Sky agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Holdings in evaluating the Transaction and who are informed of this Agreement. Notwithstanding the foregoing, the above restrictions shall not apply to the following: (i) Information that is publicly available at the time of disclosure (through no act of Holdings of any of its Representatives); (ii) Information that is disclosed to Holdings by a third party that did not disclose it in violation of a duty of confidentiality; (iii) Information that was known to Holdings before such Information was provided to it or its Representatives by or on behalf of Big Sky; (iv) disclosures that are required to be made by Holdings or any of its Representatives under legal process by subpoena or other court order or other applicable laws or regulations (provided, however, that Holdings makes reasonable efforts to provide copies of such Information to, or informs Big Sky before disclosure), or that are requested by Big Sky. Without the prior written consent of Big Sky, neither Holdings nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Likewise, without the prior written consent of Holdings, neither Big Sky nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Big Sky and Holdings agree that, at the conclusion of their review of the Information, or within three business days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky. Neither Big Sky nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. Holdings agrees that neither Big Sky nor any of its Representatives shall have an<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y liability to it or to any of its Representatives resulting from the provision or use of the Information. Each party acknowledges that it has been informed that the other party is a publicly-traded corporation and that the Information and the Transaction must be secured from any use or dissemination until such time as proper disclosure can be provided to shareholders and the securities markets in order to protect the interests of shareholders of each party and so that the rules and statutes pertaining to information about and trading in publicly held securities can be followed. During such time as the parties are involved in discussions or negotiations concerning the Transaction and for a period of at least 60 days after conclusion thereof, neither party shall engage in any transactions whatsoever regarding the common stock of the other, whether publicly traded or privately held, registered or nonregistered, including, but not limited to, buying, selling, taking or granting options in or making or receiving offers or tender offers to buy, sell, trade, or exchange any stock of the other, without the express written consent of the other and without first fully complying with all applicable securities laws and regulations and the rules of all exchanges upon which the stock of each respective party is traded, provided however, that the foregoing shall not be construed t<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ("Agreement") between HERNIC FERROCHROME PRORPIETARY LIMITED (IN BUSINESS RESCUE) ("Disclosing Party") and THE RECEIVING PARTY IDENTIFIED IN ANNEXURE A ("Receiving Party”) (collectively, "Parties" and a reference to "Party" shall be a reference to either of them as the context requires) 1 INTERPRETATION 1.1 Unless inconsistent with the context, in this Agreement any expression which denotes any one gender includes the other gender, a natural person includes an artificial person and vice versa and the singular includes the plural and vice versa. 1.2 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement. 1.3 The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation of the agreement shall not apply. 1.4 The recordals form an integral part of this Agreement and shall be taken into account in the interpretation of this Agreement. 2 RECORDAL 2.1 The Parties intend to enter into discussions regarding the proposed disposal by the Disclosing Party of its business as a going concern, or such other interest as may be provided for in the process documentation which may, subject to 2.4 and 2.5, be provided to the Receiving Party, ("Transaction" or "Purpose"). 2.2 During the course of the proposed discussions, the Parties anticipate that the Disclosing Party will disclose Confidential Information to the Receiving Party, which the Parties agree shall be used solely for the purpose of evaluating the Transaction. 2.3 For purposes of this Agreement, "Confidential Information" shall include, without limitation, any information or other data relating to the Disclosing Party or any of its Affiliates, which is disclosed to the Receiving Party, whether prior to the conclusion of this Agreement, in terms of this Agreement or otherwise in connection with this Agreement or the Transaction (including but not limited to the Transaction itself and any negotiations in relation to the Transaction), including this Agreement, its contents and the negotiations leading up to the conclusion of this Agreement - 2.3.1 in whatever format whether written, oral or graphic, recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise howsoever) which is intended or by its nature could reasonably be expected to be confidential, which is disclosed or communicated to the Receiving Party by the Disclosi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng Party, its Affiliates or any of their respective employees, representatives, officers, directors and advisers, or which otherwise comes to the knowledge of the Receiving Party, by whatever means, before or after the date on which this Agreement is signed by the last Party signing it ("Signature Date"); and 2<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>n on the period of protection of such trade secret, it being agreed that the trade secrets of the Assignors shall enjoy perpetual protection against unauthorized disclosure or use, subject only to the provisions of the Trade Secrets Act and other applicable laws. 3. Limitations. The term “Confidential Information” shall not include such portions of the Confidential Information that: (i) are already published or available to the public other than as a result of disclosure by the Receiving Party or any of its employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors (collectively, the “Representatives”); (ii) become available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or one of the Disclosing Party’s employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors) that is not prohibited from disclosing such Confidential Information to the Receiving Party by a legal, contractual, or fiduciary obligation to the Disclosing Party or the Assignors; (iii) can be shown by written documentation to have been independently developed by the Receiving Party without use of or reliance upon any Confidential Information or Confidential Materials of the Disclosing Party; and/or (iv) was demonstrably within the actual possession of the Receiving Party or its Representatives prior to it being furnished by or on behalf of the Disclosing Party pursuant to this Agreement. 4. Property of the Disclosing Party. Notwithstanding anything to the contrary contained in this Agreement, all of the Confidential Information and the Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right or interest in the patents, copyrights, trademarks, trade secret information, or intellectual property rights of the Assignors. The Disclosing Party reserves the right to limit the Receiving Party’s access to the premises, facilities, equipment, customers, vendors, data and other materials, information and personnel of the Assignors (including, without limitation, as provided in Section 9 below). 5. Non-Disclosure. The Receiving Party: (i) shall treat the Confidential Information and the Confidential Materials as confidential in accordance with the terms and conditions of this Agreement; (ii) shall not use or disclose to any person the Confidential Information or the Confidential Materials for any purpose other than in connection with t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he consideration of a Possible Transaction, subject in all cases to the provisions of this Agreement; (iii) shall not copy or reproduce any of the Confidential Information or the Confidential Materials without the prior written consent of the Disclosing Party; (iv) shall reveal the Confidential Information and the Confidential Materials only to its Representatives who need to know the Confidential Information and the Confidential Materials in connection with a Possible Transaction, and who (A) are informed by the Receiving Party of the confidential and proprietary nature of the Confidential Information and the Confidential Materials, and (B) before receiving the Confidential Information or the Confidential Materials, agree to maintain their confidentiality in accordance with the terms and conditions of this Agreement; (v) except as provided in Section 7 below, shall not, without the Disclosing Party’s prior written consent, disclose (A) to any other person, other than its Representatives, the fact that the Confidential Information or the Confidential Materials have been made available to the Receiving Party, (B) that discussions or negotiations are taking place concerning a Possible Transaction, or (C) any of the terms, conditions, or other facts with respect thereto; (vi) shall take all reasonable precautions necessary to safeguard the Confidential Information and the Confidential Materials from disclosure to any person or entity other than its Representatives, including taking reasonable security precautions at least as great as the precautions the Receiving Party takes to protect its own confidential information; and (vii) segregate all Confidential Information and Confidential Materials from the confidential information or confidential materials of others. At the request of the Disclosing Party, the Receiving Party shall require its Representatives to sign a copy of this Agreement. Regardless of whether the Receiving Party’s Representatives sign a copy of this Agreement, the Receiving Party shall be responsible for any breach of this Agreement by its Representatives. The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Confidential Information or the Confidential Materials, or any other breach of this Agreement by the Receiving Party or any of its Representatives, and shall fully cooperate with the Disclosing Party to help the Disclosing Party regain possession of the Confidential Information or the Confidential Materials and prevent the unauthorized use of the Confidential Information or the Confidential Materials. 6. Return of Confidential Information and Confidential Materials. The Receiving Party shall keep a written record of the Confidential Information and the Confidential Materials furnished to it and the location of such Confidential Information and Confidential Materials. At any time, at the Disclosing Party’s request, all copies of the Confidential Information and the Confidential Materials shall be returned to the Disclosing Party within five (5) business days of such request; provided, however, tha<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-COMPETITION AND NON-DISCLOSURE AGREEMENT DATED: December , 1996 Reference is made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated December , 1996 (the "Merger Agreement"), among AMERICAN UNITED GLOBAL, INC., a Delaware corporation ("AUGI") and its affiliate BTS ACQUISITION CORP., a Delaware corporation ("Mergerco"), both having their principal offices at 11130 NE 33rd Place, Suite 250, Bellevue, WA 98004; BROADCAST TOWER SITES, INC., a Delaware corporation (the "Company"), having its principal offices at 4340 East West Highway, Suite 1000, Bethesda, Maryland 20814; and SIMANTOV MOSKONA and SERGIO LUCIANI (hereinafter referred to individually a "Stockholder" and collectively, the "Stockholders"). The Merger Agreement provides for a merger of the Company with and into Mergerco, with Mergerco as the surviving corporation of such merger (the "Merger"). Pursuant to the terms of the Merger Agreement, each outstanding share of the Company's capital stock will be converted into the right to receive cash, certain promissory notes of AUGI and shares of Common Stock, $.01 par value per share of AUGI. In order to induce AUGI and Mergerco to consummate the Merger pursuant to the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound by the terms and conditions hereof, the undersigned Stockholders of the Company who beneficially own 100% shares of the issued and outstanding shares of Company capital stock, shall receive in connection with the Merger Agreement (i) an aggregate of 507,246 shares of Class A Common Stock, $.01 par value per share, of AUGI ("AUGI Common Stock"), (ii) $600,000 principal amount of three year notes of AUGI (the "AUGI Notes"), and (iii) $780,000 in cash, hereby covenants and agrees with the Company and AUGI as follows: 1. Non-Competition. Each of the Stockholders severally agrees that for a period (the "Restrictive Period") which shall commence on the Effective Date of the Merger and shall expire on a date which shall be the latest to occur of: (a) such date as such Stockholder shall no longer be employed on a full-time basis with AUGI or any other subsidiary or affiliate of AUGI; or (b) three (3) years following the eff<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ectiveness of the Merger (the "Restrictive Period"), without the prior written consent of AUGI, such Stockholder shall not invest, carry on, engage or become involved, either as an employee, agent, advisor, officer, director, stockholder, manager, partner, joint venturer, participant or consultant in any business enterprise (other than Mergerco, AUGI or any of their respective subsidiaries, affiliates, successors or assigns) which derives any material revenues from the offer or sale in the United States from time to time during the Restrictive Period of services relating to all aspects of providing site acquisition, zoning, architectural and engineering consulting and design services to the wireless telecommunications industry (the "Business"), or which engages in any other business substantially similar to and directly competitive with the Business conducted by the Company as at the date hereof. Nothing contained in this Section 1 shall be deemed to prevent a Stockholder from (a) leasing or renting real property in which the Stockholder owns a direct or indirect interest to a person or entity engaged in the Business; or (b) beneficially owning, directly or indirectly, 5% or less of any class of securities of an entity that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, so long as such securities ownership does not include any operational, managerial or consulting relationship with such corporation or entity. 2. Confidential Information. (a) Each of Stockholders severally agrees that such Stockholder shall not, at any time following the effectiveness of the Merger, print, publish, divulge or communicate to any person, firm, corporation or other business organization or use for his or their own account any business contacts, customers, suppliers, technology, product designs and specifications, know-how, trade secrets, marketing techniques, promotional materials or other secret or confidential information relating to the Business or any other businesses then being engaged in by AUGI or any of its subsidiaries, or any secret or confidential information relating to the affairs, dealings and concerns of the Company, AUGI or any of the subsidiaries of AUGI (collectively, the "Confidential Information") which the Stockholder has received or obtained while an employee or member of the Board of Directors of AUGI or the Company (whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Stockholder). The term "Confidential Information" does not include information which information and its relevance in the particular instance (A) is a matter of common knowledge or public record, (B) is or becomes generally available to the public other than as a result of disclosure by the Stockholder, (C) which information and its relevance is generally known in Business, (D) the Stockholder can demonstrate that such information and its relevance in the applicable instance, was already known to the recipient thereof other than by reason of any breach of any obligation of the Stockholder under this Agreement or any<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> consent in writing. Models sent must not be analysed. 12. These obligations will not apply, or will cease to apply, to using information where the DISCLOSEE can show that that information / Passed into the public domain without breaching these obligations; / Was already in the DISCLOSEE's possession before the DISCLOSER disclosed it to it. Information will be deemed to be confidential information for the purposes of this non-disclosure agreement even if the confidential information comes under one or more of these exceptions only in part, provided the confidential information itself does not come under one or more of these exceptions in its entirety. 13. This agreement is binding on and against the parties' successors, wholly or in part. 14. This agreement enters into force when signed by all contracting parties, and applies for a term of … years. The agreement is engrossed in duplicate. Any amendments or additions to this agreement must be in writing. 15. This agreement is governed by Austrian law, to the exclusion of the UN Convention on the International Sale of Goods and the IPRG [law on international private law]. Jurisdiction is agreed to be at Wels If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement. DISCLOSER DISCLOSEE Fronius International GmbH …………………………………. Date: .................................... Date: ...................................... ……………………………………. ……………………………………. ……………………………………. ……………………………………. (Name and signature of the representation (Name and signature of the representation authorized person in block letters; Company stamp) authorized person in block letters; Company stamp) ……………………………………. ……………………………………. ……………………………………. ……………………………………. (Name and signature of the representation (Name and signature of the representation authorized person in block letters) authorized person in block letters) ……………………………………. ……………………………………. ……………………………………. ……………………………………. (Name and signature of the representation (Name and signature of the representation authorized person in block letters) authorized person in block letters)<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> that the Confidential Information is and remains the property of the Disclosing Party. The Receiving party must, at the end of this Agreement or within seven days following written instruction by the Disclosing Party to do so, return or destroy all Confidential Information in the Receiving Party's possession, custody or control. The Receiving Party may retain one (1) copy of any such Confidential Information to be stored securely with its legal representative only if required for regulatory or insurance purposes, but in this event the confidentiality and non-use provisions in this Agreement remain in place with respect to such retained Confidential Information. The return or destruction of any Confidential Information will not diminish or otherwise affect any other obligations under this Agreement. 6. No implied rights This Agreement shall not<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> grant, nor be construed to grant any rights whatsoever beyond the scope of the Permitted Purpose of the Confidential Information to the Receiving Party. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>n or by Federal Express or comparable overnight carrier. 7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither Party shall be obligated by this Agreement to disclose any Confidential Information which it does not wish to disclose or to enter into any other agreement or transaction or to purchase from or provide to the other Party any service or product. 8. The Owner represents that it has the authority to disclose to the Recipient any Confidential Information, which it elects to disclose hereunder. The Owner shall not, however, have any liability or responsibility for errors or omissions in, or any decisions made by the Recipient in reliance on, any Confidential Information disclosed under this Agreement. 9. Each party agrees to protect Confidential Information received from the other by exercising, at a minimum, the same level of care it uses to protect its own confidential information and agrees that it will (a) use such Confidential Information only for the purposes of this Agreement; (b) only make such Confidential Information available to its employees having a “need to know”; (c) not disclose the Confidential Information to any third person, except that Confidential Information may be disclosed to the demand of the Government (d) not copy or reproduce Confidential Information in whole or in part, except as necessary to carry out the purposes of this Agreement, provided that, if they do copy or reproduce Confidential Information in whole or in part, the reproduction shall carry a proprietary notice or legend similar to that which appears on the original; (e) not manufacture, sell, use, or have made devices embodying or utilizing Confidential Information, except as otherwise agreed to by the Parties in writing. 10. Except as may be required by law or to enforce the terms hereof, neither Party shall disclose the existence or terms of this Agreement, or the substance of any discussions or negotiations covered by this Agreement. 11. The Parties acknowledge that Confi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dential Information is unique and valuable, and that disclosure in breach of this Agreement may result in irreparable injury to Owner for which monetary damages alone may not be an adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Owner shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 12. Neither Party shall assign any of its rights or obligations hereunder, except to an Affiliate or successor in interest, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 13. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 14. This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures concerning such subject matter; (b) may not be amended or in any manner modified except by a written instrument signed by authorized representatives of both Parties; and (c) shall be governed and construed in accordance with the laws of Germany without regard to its choice of law provisions. 15. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. 16. In addition to all remedies available in law and equity, a party who breaches or attempts to breach this Agreement shall be liable to the other party for all legal fees and costs incurred in the successful enforcement of this Agreement or the successful establishment of breach of this Agreement. IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representativ<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>eiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship. 2.04 No Benefit, Restricted Use The Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose. The Receiving Party agrees not to appropriate for his or her own use or exploit in any way whatsoever any of the Confidential Information disclosed to it by the Disclosing Party. 2.05 No Disclosure Except as set forth in Section 2.06, the Receiving Party shall not disclose any of the Confidential Information or other facts directly related to the Confidential Information to any Person other than its Representatives who have a need to know such Confidential Information and who have been informed of the confidential nature of the Confidential Information. The Receiving Party will also ensure that its Representatives comply with the terms of this CNDA. 2.06 Disclosure Required by Law The Receiving Party will not disclose to any Person the Confidential Information or other facts directly related to the Confidential Information unless, in the reasonable opinion of the Receiving Party’s legal counsel, disclosure is required by legal process or regulatory demands, in which event the Receiving Party will, prior to such disclosure, promptly provide the Disclosing Party with written notice of the intended disclosure so that the Disclosing Party may seek a protective order or other appropriate protection. 2.07 Return of Confidential Information Upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, and promptly destroy or erase all notes, memoranda and other material prepared by the Receiving Party which reflect, interpret, evaluate, include or are derived from any Confidential Information and the Receiving Party shall certify such destruction in writing to the Disclosing Party. 2.08 Responsibility for Others The Receiving Party agrees that it shall be responsible for any breach of this CNDA by any of its Representatives. ARTICLE 3 - GENERAL PROVISIONS 3.01 Remedies The Receiving Party acknowledges and agrees that it has entered into this CNDA on the understanding that any breach hereof by it will cause the Disclosing Party irreparable harm and expressly agrees that, in addition to all other remedies that the Disclosing Party may be entitled to as a matter of law, the Disclosing Party shall be entitled to specific performance and any form of equitable relief to enforce the provisions of this CNDA. 3.02 Continuing Obligations Regarding Confidentiality The obligations of confidentiality contained herein shall survive the expiration or termination of the Contract, SOW, Amendments, or RFP Terms. 3.03 Notices All disclosures, notices or other <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>documents required or permitted to be given pursuant to this CNDA shall be in writing and delivered by hand or courier service or by fax to the address (a) of the Supplier to the address provided by the Supplier with its request for additional information or to such other address as may be provided from time to time: (b) CPR Address: Attn: Office of the CIO Canadian Pacific Railway Building 1, 7550 Ogden Dale Road Calgary, Alberta T2C 4X9 3.04 Entire Agreement This CNDA, in respect of additional information, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous discussions, understandings and negotiations and it is agreed between the parties that there are no oral statements, representations, warranties, undertakings or agreements between the Parties modifying the provisions of this CNDA. 3.05 Amendments This CNDA shall not be amended except if in writing and signed by the Parties. 3.06 Offer and Acceptance This CNDA shall be deemed offered upon a request by the Supplier for additional information and shall be deemed accepted upon CPR providing the requested additional information. No physical execution of this CNDA is required or expected. 3.07 Provisions Severable If any provision of this CNDA is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this CNDA, and the remaining provisions of this CNDA shall not be affected and shall be valid and enforceable to the full extent permitted by law. 3.08 Binding Nature of Agreement This CNDA shall enure to the benefit of and shall be binding upon the Parties hereto together with their respective heirs, legal personal representatives, successors and permitted assigns. No Party hereto shall assign in whole or in part its rights or obligations under this CNDA without the express written consent of the other Party. 3.09 Termination This agreement continues in effect for three years. Either party may terminate this CNDA for any reason by providing the other with 30 days’ advance written notice. The termination of this CNDA, or the completion or abandonment of the Permit<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>f such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Section 2, Selling Parties shall use their reasonable best efforts to disclose only that portion of any Confidential Information which Selling Parties are advised by counsel is legally required and shall exercise all reasonable efforts to ensure that all Confidential Information so disclosed shall be accorded confidential treatment in accordance with this Section 2. 3. Severability. In the event that a court of competent jurisdiction determines that the Restriction Period is unenforceable, the Restriction Period shall mean *. Additionally, if any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly. 4. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach. 5. Injunctive Relief. Selling Parties acknowledge and agree that Meritage and the Company would be irreparably harmed by any violation of Selling Parties' obligations under Sections 1 and 2 hereof and that, in addition to all other rights or remedies available at law or in equity, the Company will be entitled to injunctive and other equitable relief to prevent or enjoin any such violation. 6. Assignment by Company. Nothing in this Agreement shall preclude Zenith, Seller, Meritage or the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation or entity that assumes this Agreement and all obligations and undertakings hereunder. Upon such consolidation, merger or transfer of assets and assumption, the terms "Zenith," "Seller," "Meritage" and "Company," respectively, as used herein shall mean such other corporation or entity, as appropriate, and this Agreement shall continue in full force and effect. For purposes of Sections 1 and 2 hereof, the term "Company" shall mean all joint ventures (50% or more owned by Company), subsidiaries and parent companies of Company (whether corporate, partnership or other form), including the subsidiary that operates the Business as a division of Meritage Corporation. 7. Entire Agreement. This Agreement embodies the complete agreement of the parties hereto wi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>th respect to the subject matter hereof and supersedes any prior written, or prior or contemporaneous oral, understandings or agreements between the parties that may have related in any way to the subject matter hereof. This Agreement may be amended only in writing executed by Meritage and Selling Parties. 8. Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the State of Nevada. 9. Notice. All notices, consents, and other communications hereunder will be in writing and deemed to have been duly given when (a) delivered by hand, (b) sent by telecopier (with receipt confirmed), or (c) when received by the addressee, if sent by Express Mail, Federal Express, or other express delivery service (with delivery confirmation), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate as to itself by notice to the other): If to the Company: Meritage Corporation 6613 North Scottsdale Road, Suite 200 Scottsdale, Arizona 85250 Phone: (480) 998-8700 Fax: (480) 998-9162 Attention: Chief Financial Officer With a copy to: Snell & Wilmer L.L.P. One Arizona Center Phoenix, Arizona 85004-0001 Phone: (602) 382-6252 Fax: (602) 382-6070 Attn: Steven D. Pidgeon, Esq. If to Selling Parties: Zenith National Insurance Corp. 21255 Califa Street Woodland Hills, California 91367 Phone: (818) 713-1000 Fax: (818) 710-1860 Attention: Stanley R. Zax With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Phone: (213) 687-5000 Fax: (213) 687-5600 Attn: Joseph J. Giunta, Esq. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. MERITAGE CORPORATION, a Maryland corporation By: /s/ Steven J. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>such terms. No failure or delay by the Discloser in exercising any right, power or privilege shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege hereunder. The unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the State of without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and neit<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>her Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. This Agreement may be executed in counterparts, with each an original and both of which together shall constitute one and the same instrument, and the Parties agree that they will be bound by electronic signatures. The Parties expressly agree and acknowledge that any disputes relating to this Agreement will be exclusively adjudicated by federal and state courts located in. Each person who signs this Agreement represents that he/she has the authority and is empowered to sign and deliver this Agreement on behalf of the Recipient that he/she represents. IN WITNESS WHEREOF, the undersigned have executed this Mutual Non-Disclosure Agreement as of the date first set forth above. PRODUCER<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> Disclosing Party authorizes the Receiving Party to disclose. 2.03 Kept in Confidence The Receiving Party agrees to use the same degree of care to prevent disclosure of the Confidential Information received by it as the Receiving Party uses to prevent disclosure of its own confidential information, but in no case less than a reasonable degree of care. In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship. 2.04 No Benefit, Restricted Use The Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose. The Receiving Party agrees not to appropriate for his or her own use or exploit in any way whatsoever any of the Confidential Information disclosed to it by the Disclosing Party. 2.05 No Disclosure Except as set forth in Section 2.06, the Receiving Party shall not disclose any of the Confidential Information or other facts directly related to the Confidential Information to any Person other than its Representatives who have a need to know such Confidential Information and who have been informed of the confidential nature of the Confidential Information. The Receiving Party will also ensure that its Representatives comply with the terms of this CNDA. 2.06 Disclosure Required by Law The Receiving Party will not disclose to any Person the Confidential Information or other facts directly related to the Confidential Information unless, in the reasonable opinion of the Receiving Party’s legal counsel, disclosure is required by legal process or regulatory demands, in which event the Receiving Party will, prior to such disclosure, promptly provide the Disclosing Party with written notice of the intended disclosure so that the Disclosing Party may seek a protective order or other appropriate protection. 2.07 Return of Confidential Information Upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, and promptly destroy or erase all notes, memoranda and other material prepared by the Receiving Party which reflect, interpret, evaluate, include or are derived from any Confidential Information and the Receiving Party shall certify such destruction in writing to the Disclosing Party. 2.08 Respo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nsibility for Others The Receiving Party agrees that it shall be responsible for any breach of this CNDA by any of its Representatives. ARTICLE 3 - GENERAL PROVISIONS 3.01 Remedies The Receiving Party acknowledges and agrees that it has entered into this CNDA on the understanding that any breach hereof by it will cause the Disclosing Party irreparable harm and expressly agrees that, in addition to all other remedies that the Disclosing Party may be entitled to as a matter of law, the Disclosing Party shall be entitled to specific performance and any form of equitable relief to enforce the provisions of this CNDA. 3.02 Continuing Obligations Regarding Confidentiality The obligations of confidentiality contained herein shall survive the expiration or termination of the Contract, SOW, Amendments, or RFP Terms. 3.03 Notices All disclosures, notices or other documents required or permitted to be given pursuant to this CNDA shall be in writing and delivered by hand or courier service or by fax to the address (a) of the Supplier to the address provided by the Supplier with its request for additional information or to such other address as may be provided from time to time: (b) CPR Address: Attn: Office of the CIO Canadian Pacific Railway Building 1, 7550 Ogden Dale Road Calgary, Alberta T2C 4X9 3.04 Entire Agreement This CNDA, in respect of additional information, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous discussions, understandings and negotiations and it is agreed between the parties that there are no oral statements, representations, warranties, undertakings or agreements between the Parties modifying the provisions of this CNDA. 3.05 Amendments This CNDA shall not be amended except if in writing and signed by the Parties. 3.06 Offer and Acceptance This CNDA shall be deemed offered upon a request by the Supplier for additional information and shall be deemed accepted upon CPR providing the requested additional information. No physical execution of this CNDA is required or expected. 3.07 Provisions Severable If any provision of this CNDA is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this CNDA, and the remaining provisions of this CNDA shall not be affected and shall be valid and enforceable to the full extent permitted by law. 3.08 Binding Nature of Agreement This CNDA shall enure to the benefit of and shall be binding upon the Parties hereto together with their respective heirs, legal personal representatives, successors and permitted assigns. No Party hereto shall assign in whole<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ver: The parties agree that no failure or delay by the other party, its agents, or representatives in exercising any right, power or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this agreement. 12. Governing Law and Jurisdiction: This agreement will be governed by, and construed and enforced in accordance with the laws of the Province of Québec and the laws of Canada applicable to agreements made in or to be performed within such province. Each of the parties hereby submits to the jurisdiction of the courts in the Province of Québec. 13. Severability: If any provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct. 14. Interpretation: The use of sections and the insertion of headings are for reference purposes only and are not to affect the interpretation of this agreement. Unless otherwise indicated, any reference herein to a particular section refers to the specified section to this agreement. In this agreement, words importing the singular number will include the plural and vice versa, words importing gender will include all genders and words importing persons will include individuals, corporations, partnerships, associations, trust, unincorporated organizations, governmental bodies and other legal or business entities. 15. Assignment: Neither party may assign any of its rights or obligations under this agreement without the prior written consent of the other party. This agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors, personal representatives and permitted assigns. 16. English Language Contract: Each party agrees that the English language will be the language of this agreement. Il est de la volonté expresse des parties que le présent contrat soit rédigé en anglais. 17. Counterparts: This agreement may be executed in any number of counterparts and by facsimile or scanned computer image file (such as PDF), each of which shall be deemed to be an original, notwithstanding that all of the parties are not signatory to the same counterpart, facsimile or scanned computer image. DIALOGIC CORPORATION NOVACAP TECHNOLOGIES III, L.P. By: /s/ Stephen Becker By: /s/ Stéphane Tremblay Name: Stephen Becker Name: Stéphane Tremblay Title: Associate G<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>eneral Counsel Title: General Partner<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>sent by the Disclosing Party; e) Not to make copies of the Confidential Information in any format without prior written authorisation by the Disclosing Party; f) Not to alter, modify, disassemble, reverse engineer or decompile any Confidential Information; g) Not to apply for any patent or trademark which could include any Confidential Information. 4. Disclosure to Representatives The Parties shall use at least the same degree of care as the Receiving Party normally exercises to protect its own information of like character and importance, but in no event less than reasonable care. The Receiving Party undertakes to permit access to the Confidential Information only to its Representatives or employees who require access to such Information solely for the fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the condition that such persons are made aware of the terms of this Agreement and their obligations therein, along with the Disclosing Party’s rights to the Confidential Information. The Receiving Party shall be responsible for ensuring its Representatives comply with the terms of this Agreement. 5. Return of information and property The Receiving Party acknowledges and agrees that the Confidential Information is and remains the property of the Disclosing Party. The Receiving party must, at the end of this Agreement or within seven days following written instruction by the Disclosing Party to do so, return or destroy all Confidential Information in the Receiving Party's possession, custody or control. The<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Receiving Party may retain one (1) copy of any such Confidential Information to be stored securely with its legal representative only if required for regulatory or insurance purposes, but in this event the confidentiality and non-use provisions in this Agreement remain in place with respect to such retained Confidential Information. The return or destruction of any Confidential Information will not diminish or otherwise affect any other obligations under this Agreement. 6. No implied rights This Agreement shall not grant, nor be construed to grant any rights whatsoever beyond the scope of the Permitted Purpose of the Confidential Information to the Receiving Party. This includes, but it not limited to any license, patent or copyright. No warranty, express or implied, is given as to the accuracy or completeness of any Confidential Information provided by the Disclosing Party. 7. No obligation This Agreement imposes no contractual obligation to any Party to enter into any separate business collaboration for the development of the Field or associated technology. The Disclosing Party is not obliged to disclose any Confidential Information to the Receiving Party and the Receiving Party shall have the right to refuse to accept any information prior to any disclosure. 8. Breach In the event of a breach or threatened breach of the terms of this Agreement by the Receiving Party, the Disclosing Party will be entitled to seek an injunction (final or interlocutory) restraining the Receiving Party from committing a breach, or further breach, of this Agreement without the requirement to demonstrate any actual damage sustained by the Disclosing Party. 9. Integration This Agreement constitutes the entire understanding between the Parties concerning the treatment of information to which this Agreement relates. No modification of this Agreement shall be binding on either Party unless agreed in writing and signed by all the Parties. 10. Duration This Agreement shall terminate 5 (five) years after the Effective Date (the “Termination Date”). Notwithstanding this, any Party may terminate its involvement with this Agreement by giving 30 (thirty) days written notice (registered letter with proof of receipt) to the other Parties. Termination of this Agreement shall not affect any obligation imposed by this Agreement with respect to Confidential Information disclosed prior to termination, the obligations of non-use and non-disclosure of Confidential Information shall survive for 3 (three) years from the date of disclosure of the Confidential Information. After the term of this Agreement has ended, the Disclosing Party does not relinquish any other rights that it may have under copyright, patent, or other intellectual property laws. 11. Agreement in counterparts This Agreement shall be executed in three identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the same agreement when a duly authorised representative of each Party has signed all the counterparts. 12. Applicable Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the Laws of the Republic of Italy without regard to Italy’s conflicts of law rules. Any disputes or claim arising out of or in connection with this Agreement shall be submitted to the sole competence and jurisdiction of the ordinary Courts of Trieste. 13. Successor and assigns The Parties agree that this Agreement and any subsequent amendments shall be binding on their successors in title and assigns, and undertake the necessary steps to ensure they are so bound. 14. Third parties This Agreement does not create any right enforceable by any person not a Party to it. 15. Communications Any notice or other communication made or given by any Party in connection with this Agreement shall be sent via fax (with confirmation) or by registered or certified mail or courier <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AND NON-ANALYSIS AGREEMENT Add-X Biotech AB located at the address Klangfärgsgatan 16, SE-426 52 Västra Frölunda, Sweden, and its appointed representative, Anders Lumberg, and Green Club Inc., located at the address 502-100 Adelaide St. West, Toronto, Ontario,Canada and its appointed representative, Earl Chapman, have entered into following agreement. Background Add-X Biotech AB and …..…………………………. have been discussing the possibility of a future business relationship concerning the Project (as defined below.) In order to facilitate the further discussion, the parties have agreed to disclose confidential information and to perform certain tests relating to the AddiFlex material. To preserve the high value of the information and the material, the parties have agreed that the following agreement shall govern the confidentiality of the information and the tests. 1. Each party may disclose to the other party confidential and/or proprietary information (hereinafter “the Information”) including but not limited to trade secrets, business practices and customer information. It is understood and agreed<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> that these disclosures are made for the exclusive purpose of furthering the receiving party’s information about a possible business relationship concerning the AddiFlex® project (hereinafter “the Project”) 2. All Information identified as confidential and disclosed there under shall remain the sole property of the disclosing party, and the receiving party shall have no interest in or rights thereto except as set forth herein. 3. When receiving the Information each party agrees to maintain all such Information in strict confidence and to use at least the same measures to protect the same as that party uses to protect its own confidential information, including but not limited to: restricting the information’s availability to employees, agents or consultants of the receiving party with a need to know, and making such disclosure only after they have agreed to abide by the terms and conditions of this Agreement, prohibiting duplication of any such information without the prior written consent of the disclosing party, and taking all necessary and reas<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ge. Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part thereof without the prior written consent of the Company, and any purported assignment without such consent shall be null and void. Severability If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof shall be unimpaired and shall remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision shall be replac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ed by a term or provision that is valid and enforceable and that comes closest to expressing the Company’s intention with respect to such invalid or unenforceable term or provision. Entire Agreement This Agreement embodies the entire agreeme<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>(1) The Receiving Party can show, by suitable written documentation, was already in its possession prior to receipt of such Information by Delivering Party; (2) The Receiving Party can show is or becomes public information or is otherwise generally available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives; (3) The Receiving Party can show becomes or became available to the Receiving Party on a non-confidential basis from a source lawfully in possession of such Information (other than the Delivering Party or a Representative of the Delivery Party) which is not, to the knowledge of the Receiving Party, in breach of any agreement or prohibited from disclosing such Information to Receiving Party by a legal, contractual or fiduciary obligation to the Delivering Party; OR (4) Receiving party can show was independently developed by the Receiving Party entirely without reference to or under any further investigation of the Information. 3. NO OBLIGATION TO EFFECT POTENTIAL TRANSACTION: Except for the provisions of this Confidentiality Agreement, which shall be binding upon full and due execution hereof, neither party shall be committed in any way with respect to the Property or the Business, unless and until a Transaction is entered into, and nothing provided herein shall be construed to imply or require that any agreements with respect to such a Transaction be executed. 4. OBLIGATIONS REGARDING THE INFORMATION: In consideration of being furnished with the Information, the Receiving Party expressly agrees that: A. NO REPRESENTATION OR WARRANTIES: The Receiving Party agrees that <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>it will use its own independent judgment in assessing the Information, and understands and acknowledges that the Delivering Party is not making any representations or warranties, of any kind whatsoever, express or implied<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT 1. Introduction. This Non-Disclosure Agreement (this “Agreement”), which shall be effective for all purposes as of March 1, 2011, is entered into among Blueknight Energy Partners, L.P., a Delaware limited partnership (“Blueknight”), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company (the “General Partner”), on the one hand, and MSD Torchlight, L.P. (“Receiving Party), on the other hand. From time to time, Blueknight and the General Partner may (but shall not be obligated to) disclose to Receiving Party certain “non-public” information relating to Blueknight, the General Partner, their respective Affiliates and their respective businesses. Receiving Party acknowledges that, in making any such disclosures, Blueknight is relying on an exception to the disclosure requirements of Regulation FD requiring the recipients of such non-public information, which may also be Material, to agree to keep such information confidential. In consideration for the receipt of such non-public information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Blueknight, the General Partner and Receiving Party agree as follows: 2. Definitions. (a) “Affiliate” has the meaning provided in Rule 12b-2 of the Exchange Act. (b) “Blueknight Non-public Information” shall mean information pertaining to Blueknight, the General Partner and/or their respective Affiliates that has not been Publicly Disclosed and that Blueknight or the General Partner discloses to Receiving Party, including, without limitation, the existence of the Refinancing Meeting (as defined below) and attendance by Receiving Party or any other limited partner of Blueknight at such meeting and all information regarding the refinancing disclosed, discussed or made available to Receiving Party at the Refinancing Meeting. The term Blueknight Non-public Information shall not include, however, information which (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party in breach of this Agreement, (ii) was or becomes available to Receiving Party on a non-confidential basis prior to or after its disclosure by Blueknight or the General Partner from a person, other than Blueknight or the General Partner, who is not known by Receiving Party to be bound by an obligation to Blueknight or the General Partner to keep such information confidential or (iii) is developed independently by Receiving Party without use of Blueknight Non-public Information and without violating any of the provisions of this Agreement. (c) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (d) “Group” has the meaning provided such term in Blueknight’s partnership agreement. (e) “Material” shall have the meaning given such term un<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>der applicable federal and state securities laws, regulations, and interpretations thereof. (f) “Publicly Disclosed” shall mean public disclosure by Blueknight of the information in question, either via the filing of appropriate reports with the Securities and Exchange Commission, press release announcement, or other method of “public disclosure” within the meaning of applicable federal and state securities laws, regulations, and interpretations thereof. 3. Obligation to Maintain Confidentiality. Receiving Party shall (a) keep and maintain any Material Blueknight Non-public Information in strict confidence and (b) not disclose to any other person the fact that Blueknight Non-public Information has been made available to Receiving Party, except, in each case, to the extent that Receiving Party is requested pursuant to, or required by, applicable law or regulation (including any filings required (and disclosures contained therein) under Section 13(d) of the Exchange Act) or by legal process (including by deposition, interrogatory, request for documents, subpoena, or similar process) to disclose any such information; provided, however, that Receiving Party may disclose such information to such of its representatives who need such information for the purpose of evaluating or assisting with Receiving Party’s investment in Blueknight, it being understood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives. 4. Trading in Blueknight Securities; Refinancing Meeting. (a) Receiving Party hereby acknowledges that it is aware that the United States securities laws prohibit any person who has Material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. (b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Refinancing Meeting”). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement (including, without limitation, for purposes of the term “Outstanding” as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the oth<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>QuickLinks -- Click here to rapidly navigate through this document MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement") is made as of September 6, 2001 between EarthLink, Inc., a Delaware corporation ("EarthLink"), and CIDCO, Incorporated., a Delaware corporation ("CIDCO"). EarthLink and CIDCO are sometimes referred to herein individually as a "Party" and collectively as the "Parties." 1. Purpose. EarthLink and CIDCO wish to have discussions relating to a potential transaction (the "Transaction") between EarthLink (and/or its subsidiaries and stockholders) and CIDCO (and/or its subsidiaries and stockholders). In the course of such discussions, each Party expects to make available to the other Party and its Representatives (as defined herein) Evaluation Material (as defined herein) concerning the businesses, financial condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement. 2. Certain Definitions. As used in this Agreement: (i) the term "Receiving Party" means the Party receiving Evaluation Material; (ii) the term "Furnishing Party" means the Party providing Evaluation Material or causing Evaluation Material to be provided; (iii) the term "Representatives" means the directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the specified Party; and (iv) the term "Evaluation Material" means all proprietary and confidential information concerning the Furnishing Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives ("Primary Evaluation Material"), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives ("Derivative Evaluation Material"). Notwithstanding the foregoing, the term "Evaluation Material" shall not include, and the Parties' obligations herein (other than their obligations under paragraph 6 of this Agreement) shall not extend to, information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowle<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>dge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to furnish any further Evaluation Material. 3. Confidentiality and Use of Evaluation Material. (a) Confidentiality of Evaluation Material. All Evaluation Material (i) shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives. (<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Nondisclosure. Dealer shall not distribute, disseminate, publish or disclose the Confidential Information to any person, or entity not employed or retained by Dealer or the use of the Confidential Information for any purpose other than to further the marketing and sale of CIF products. Dealer will disclose the Confidential Information only to those individuals employed by Dealer who need to know such Confidential Information. 3. Term. The parties agree that the foregoing obligations of confidentiality and non-disclosure shall terminate five (5) years from the Effective Date of this Agreement. 4. Ownership/Return of Confidential Information. Dealer agrees and acknowledges that the Confidential Information is the property of CIF, and upon termination of this Agreement all rights to the use and ownership of the Confidential Information shall be retained exclusively by CIF. In the event that CIF requests that Dealer return any of its Confidential Information, Dealer agrees to return all of the Confidential Information delivered to it, and each copy or duplicate thereof, within thirty (30) days of the date of the request thereof. 5. Miscellaneous. (a) Entire Agreement. This Agreement supersedes all prior and contemporaneous negotiations, agreements, discussions and writings and constitutes the entire Agreement between the parties with respect to subject matter hereof. (b) Modification. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right hereunder will be deemed a waiver. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (d) Notice. Any notice required or permitted under this Agreement shall be in writing and shall be delivered and deemed received as follows: (i) by personal delivery or by facsimile (with electronic confirmation) during the recipient’s normal business hours, in which case it shall be deemed received at the time of such delivery or facsimile as the case may be; (ii) by certified or registered mail, in which case it shall be deemed received on the date such return receipt is signed; or (iii) by prepaid nationally recognized overnight courier by next day delivery, in which case it shall be deemed received on the day following the date of deposit with such courier. Any such notice shall be addressed to the parties at the following addresses (or at such other address as either party shall specify to the other by notice given pursuant to this Section): If to CIF: CiF Lab Solutions LP 53 Courtland Ave. Vaughan, ON L4K 3T2 Attention: General Manager Facsimile: (905) 738-6537 (e) Binding Effect/Assignment/Benefits. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Dealer shall not assign this Agreement without the express written permission of CIF.Expect as otherwise provided herein, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uccessors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. (f) Time of Essence. Time is of the essence as to all of the terms of this Agreement. (g) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. (h) Waiver. The waiver of either party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (i) Severability. The provisions of this Agreement shall be deemed severable from each other, and, if for any reason any section, clause, provision or part thereof is found to be illegal, invalid, unenforceable, or inoperative, such section, clause or provision or part thereof shall not affect the validity or enforceability of any other section, clause, provision or part thereof. (j) Enforcement. Should any legal proceedings be commenced to secure or enforce any right under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees and costs, in addition to all other relief to which the prevailing party may be entitled at law or in equity. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. CIF LAB SOLUTIONS (“CIF”), Dealer By: By: Title: Title:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>y known to the recipient thereof other than by reason of any breach of any obligation of the Stockholder under this Agreement or any other confidentiality or non-disclosure agreement, or (E) the information is required to be disclosed by law or pursuant to court order or subpoeona. (b) The term Confidential Information as defined in Section 2(a) hereof shall include information obtained by the Company from any third party under an agreement including restrictions on disclosure known to the Stockholder. (c) In the event that a Stockholder is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, such Stockholder will provide the Company with prompt notice (unless notice is prohibited by law) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with Section 2 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions of Section 2 of this Agreement, the Stockholder will furnish only that portion of the Confidential Information which is legally required. 3. Material Agreement. (a) It is understood by and between the parties hereto that the foregoing covenants by the Stockholders are essential elements of this Agreement and that but for the agreements of the Stockholders to comply with such covenants, AUGI would not have entered into the Merger Agreement or paid the Merger Consideration to the Stockholders. AUGI and the Stockholders have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the businesses conducted by the Company. (b) Notwithstanding anything to the contrary, express or implied, contained in this Agreement, the Merger Agreement or in any other "Transaction Document" (as that term is defined in the Merger Agreement), no future act of omission or commission by AUGI or any of its affiliates, or other actual or alleged breach by AUGI or such affiliates of any of their covenants or agreements contained in any Transaction Documents (in additi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>on to this Agreement), shall in any way be deemed to modify, limit or terminate the covenants and agreements of the Stockholders contained in Section 1 and Section 2 hereof, all of which shall remain in full force and effect in accordance with their respective terms. 4. Without intending to limit the remedies available to AUGI or the Company, each Stockholder further agrees that damages at law will be an insufficient remedy to AUGI if such Stockholder(s) breaches the terms of this Agreement and that AUGI or the Company may apply for and have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of or otherwise to specifically enforce any of the covenants contained herein, in each case without the necessity of proving damages or posting bond. 5. This Agreement shall become effective upon the effectiveness of the Merger and shall terminate prior to the expiration of the Restrictive Period only with the written consent of AUGI. 6. Any paragraph, sentence, phrase or other provision of this Agreement which is in conflict with any applicable statute, rule or other law shall be deemed, if <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT Between ........................................ ........................................ ........................................ (Also referred to hereinafter as the DISCLOSEE) and Fronius International GmbH Froniusstraße 1 4643 Pettenbach (Also referred to hereinafter as the DISCLOSER) 1. Preamble Whereas Fronius is involved in developing battery charging systems, welding systems, alternators and related technologies and their accessories; And whereas Fronius protects its intellectual property rights consistently via patents, other protected rights, confidentiality etc. And whereas Fronius as the DISCLOSER will, in the course of the business dealings established with the DISCLOSEE, provide confidential information (as defined in section 2 "Subject matter of non-disclosure agreement" and referred to hereinafter as 'confidential information); This contract does not imply any commercial obligation between the parties of any kind (purchasing and selling products, joint ventures, partnerships, etc.). Any commercial relations must be agreed separately. 2. Subject matter of non-disclosure agreement For the purposes of this non-disclosure agreement, the term 'confidential information' means information which is designated as 'confidential' or – where communicated orally – is designated as confidential or referred to similarly when communicated. Oral communications must be confirmed subsequently in writing. The term 'confidential information' includes, but is not limited to, all documents, drawings, data, subjects, information, records, knowhow, protected rights, inventions, ideas, concepts, knowledge, technology, design, specifications, including dimensions, tolerances, materials and connections, blueprints, diagrams, software, improvements, production procedures, production processes, formulae, all documents and information concerning the company, in particular administrative and commercial facts and details concerning customers, products, suppliers and other business partners and any and all documents and information insofar as it relates to the collaboration proposed which is disclosed during the term of the contract and is accessible only to a limited circle of persons or where the DISCLOSER intends that it should only be available to a limited circle of persons, however that information may be disclosed, e.g. in writing, orally, by telephone, encoded, presented in graphic form, etc. and whatever the media and recording process used, e.g. optical<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ly, electronically or magnetically. The DISCLOSEE for the purposes of this agreement is the DISCLOSEE as defined above. 3. The DISCLOSEE agrees to keep any and all written, electronic and oral information and models conveyed or made available to it directly or indirectly in the course of the collaboration strictly in confidence and not to disclose it or make it available to any third party without the DISCLOSER's consent in writing. 4. The DISCLOSEE also agrees not to use the confidential information other than for the purpose as provided herein and not to use that information commercially in any way without the DISCLOSER's consent in writing. 5. The DISCLOSEE may not make confidential information available within its enterprise or organisation other than to staff who necessarily require it to perform their duties. Such persons must demonstrably be bound beforehand to keep the information confidential to the same strict extent as agreed herein, including after their contractual relationships are terminated insofar as the law allows. The DISCLOSEE will be liable for any and all losses the DISCLOSER suffers. 6. No licence, user or similar rights to any patent, patent application or knowhow may be deduced from this agreement, either directly or indirectly. 7. As with the confidential information, no results obtained from that information may be disclosed to any third parties or made available otherwise without the DISCLOSER's consent in writing. This also applies without limitations to any possible termination of the business relationship between both parties. 8. Any and all confidential information, including any and all protected and other rights created and/or produced in connection with the confidential information provided, no matter when or by whom, are the property of Fronius. The DISCLOSEE cannot deduce any rights from knowing the information and knowhow the DISCLOSER provides in respect of applying for protected rights against the DISCLOSER, particularly in terms of prior use. 9. The supplier (supplier = contractor) assures that any and all necessary rights for the production and distribution of the furnished and delivered materials and products are available and holds Fronius harmless from all and any claims by third parties resulting from an infringement of industrial and /or intellectual property rights/patents. 10. Any and all documents containing confidential information, copies of such documents and extracts the DISCLOSEE makes from such documents and models the DISCLOSER provides must be returned or demonstrably destroyed and their destruction be confirmed in writing should the DISCLOSER so require. 11. Documents which contain confidential information must not be reproduced or extracts made from them without the DISCLOSER's prior consent in writing. Models sent must not be analysed. 12. These obligations will not apply, or will cease to apply, to using information where the DISCLOSEE can show that that information / Passed into the public domain without breaching these obligations; / Was already in the DISCLOSEE's possession before the DISCLOSER disclosed it to it. Information will be deemed to be confidential information for the purposes of this non-disclosure agreement even if the confidential information comes under one or more of these exceptions only in part, provided the confidential information itself does not co<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on, including reasonable attorneys' fees. Nothing in this Agreement shall be construed as an obligation by either party to enter a contract, subcontract, or other business relationship with the other party in connection with the Pilot Study. 13. The Receiving Party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Receiving Party, including, without limitation, the actual or threatened disclosure of the Disclosing Party's Proprietary Information without the prior express written consent of the Disclosing Party, the Disclosing Party will suffer an irreparable injury, such that no remedy at law will afford the Disclosing Party with adequate protection against, or appropriate compensation for, such injury. The Receiving Party hereby agrees that the Disclosing Party may be entitled to specific performance of the Receiving Party's obligations under this Agreement, as well as further relief (injunctive or otherwise) as may be granted by a court of competent jurisdiction. 14. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut and shall be enforceable in the courts of that state. 15. This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements and understandings between the parties with respect to the exchange of Proprietary Information in connection with the Pilot Study<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>. 16. If any part, term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with international law or any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions of this Agreement shall not be affected thereby. 17. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, each party has caused this Agreement to be executed in duplicate originals by its duly authorized representative. YALE UNIVERSITY ADVANCED BIOPHOTONICS INC. SCHOOL OF MEDICINE By: By: ---------------------------------- ----------------------------- Name: Penrhyn E. Cook Name: Denis A. O'Connor Title: Executive Director Title: President and CEO Grant and Contract Administration YALE UNIVERSITY SCHOOL OF MEDICINE By: Name: Dr. John Persing Title: Principal Investigator By: Name: Dr. Yuan Liu Title: Principal Investigator 32<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>hat each Party may use such facsimile signatures as evidence of the execution and delivery of the Agreement by all Parties to the same extent that an original signature could be used. 15. In this Agreement unless the context otherwise requires the following words and expressions shall have the following meanings: “Agreement” means this Mutual Non-Disclosure Agreement; “Confidential Information” means any and all information and know-how that the Discloser and/or its Group Parties and/or its agents may from time to time disclose to the Recipient or the Recipient’s MUTUAL NON-DISCLOSURE AGREEMENT Group Parties during the course of the Matter or which otherwise becomes known to the Recipient either during the course of the Matter or during the course of any previous discussions, negotiations or relationship with the Discloser in relation to the Matter, whether orally, in writing, digitally, in the form of machine readable code or embodied in hardware or any other physical medium which relates to the business, including but not limited to the business plan of the Discloser or their Group Parties, data, know-how, designs, illustrations, drawings, photographs, illustrations, notes, memoranda, terms of business, financial information, financial projections, financial records, customers and suppliers, sales and marketing information, spreadsheets, specifications, technical information and computer software of the Discloser and/or its Group Parties; “Discloser” means the Party which has disclosed Confidential Information to the other Party; “Group Party” means any Party which is, or is a subsidiary of, the ultimate holding Party of the rel<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>evant Party from time to time, where “subsidiary” and “holding Party” have the meanings ascribed to them in section 1159 of the Companies Act 2006 or such other legislation as may amend, extend, consolidate or replace the same from time to time; “Intellectual Property Rights” means (i) patents, designs, trade marks and trade names (whether registered or unregistered), <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t City shall be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this Agreement. 6. No License Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information. 7. Enurement: This Agreement shall be binding and shall enure to the benefit of the parties hereto, and their respective legal representatives, successors and permitted assigns. 8. Governing Law and Interpretation: This Agreement shall be subject to, interpreted, performed and enforced in accordance with the laws of Manitoba and the applicable laws of Canada without regard to Manitoba or Federal Canadian law governing conflicts of law, even if one or more of the parties to this Agreement is resident of or domiciled in any other province or country. Section headings in this Agreement are for the convenience of the parties only, and shall not affect the interpretation of this Agreement. 9. Severability: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The parties agree that they shall endeavor to replace any such severed provision with a new provision which achieves substantially the same practical effect and which is valid and enforceable. 10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be eff<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a waiver of a subsequent breach thereof. 11. Amendments: No amendment or change or modification of this Agreement shall be valid unless it is in writing and signed by both parties. 12. Assignment: Confidant shall not assign this Agreement without first having obtained the prior written consent of City. No assignment of this Agreement shall operate so as to relieve Confidant from any obligation of this Agreement. 13. No Authority: This Agreement shall not create, nor shall it be deemed to create, the relationship of employer and employee, principal and agent, partnership, or joint venture, between City and Confidant. Confidant has no authority whatsoever to make any representation in respect of, enter any commitment on behalf of, or incur any liability for or on behalf of, City, or to bind or purport to bind City to any Third Party in any way whatsoever. 14. Further Acts and Assurances: Each of the parties shall, from time to time, do all acts and things and execute from time to time all such further documents and assurances as may be necessary to carry out and give effect to the terms and conditions of this Agreement. 15. Opportunity to Negotiate: Both parties have had the opportunity to negotiate, review and comment upon this Agreement, and obtain independent legal advice with respect to the content, meaning, and legal effect of this Agreement. 18. Fax Execution: This Agreement may be executed in any number of counterparts, including counterparts signed by fax, each of which shall be deemed an original and all of which together shall constitute one in the same instrument. A photocopied and/o<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Without BOMI’s prior written consent, which may be given or withheld by BOMI in its sole and absolute discretion, Attendee will not at any time, whe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ther during or after the Testing Period, (a) disclose any Confidential Information to any third party nor give any third party access thereto, nor <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>order. 7. The Receiving Party shall notify the Disclosing Party in writing immediately upon discovery of any unauthorized use or disclosure of Proprietary Information, and will reasonably cooperate with the Disclosing Party to regain possession of the Proprietary Information and prevent its further unauthorized use. 8. Proprietary Information shall remain the property of <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the originating party. Neither this Agreement nor any exchange of Proprietary Information hereunder shall be construed as granting any right or license under any copyright, invention, or patent now or hereafter owned or controlled by either party. Each party shall use and rely upon Proprietary Information received from the other at its<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> the receiving party or its Associates in connection with the evaluation of a Transaction. The term “Confidential Information” shall be deemed to include those portions of any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by the receiving party or its Associates which contain, reflect or are based upon, in whole or in part, any information furnished to the receiving party or its Associates pursuant hereto. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party or its Associates at the time of disclosure, as shown by files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party or its Associates; (iii) is obtained by the receiving party or its Associates from a source other than the disclosing party or its Associates, which source would not be reasonably expected by the receiving party or its Associates to have any obligation of confidentiality to the disclosing party with respect to such information; (iv) is approved, in writing, for release by the disclosing party; or (v) the receiving party or its Associates can document was independently developed by the receiving party or its Associates without use of or reference to the disclosing party’s Confidential Information. Each of the parties hereto agree not to use the Confidential Information disclosed to it by the other party or its Associates except in connection with preparing a proposal for and any discussions of a Transaction or as otherwise permitted hereunder. Neither party will disclose any Confidential Information of the other party to third parties except those of its Associates who are required to have the information in order to evaluate and discuss a Transaction. The receiving party shall inform its Associates of the confidential nature of the Confidential Information and shall instruct them to treat the information confidentially. The receiving party shall be responsible for any breach of this Agreement by its Associates and agrees, at its sole expense, to take all commercially reasonable measures to restrain its Associates from disclosure or use of the Confidential Information in breach of this Agreement. Each party agrees that it will take commercially reasonable measures to protect the confidentiality of, and to avoid having Confidential Information of the other party enter the public domain, become publicly available, or be held by persons not authorized hereunder to have such Confidential Information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. 2. Nonpublicity. The existence and the terms of this Agreement, any Transaction, the fact that any Confidential Information has been provided to the other party, and the existence, nature and status of any discussions between the parties shall be treated as Confidential Information hereunder, shall be ma<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>intained in strict confidence by the parties hereto and by their respective Associates and, subject to Section 3 of this Agreement, shall not be disclosed to any third party. 3. Required Disclosure. In the event that a receiving party or its Associates is or becomes legally compelled under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, whether or not as a result of a Transaction to which the Company has consented, to disclose any portion of the Confidential Information of a disclosing party, that discussions or negotiations between the parties hereto are taking place or have taken place, or any of the terms, conditions or other facts with respect to a Transaction, including the status thereof, the receiving party will, and will direct its Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, and shall delay disclosure, if and to the extent permitted or practicable, until the disclaiming party has had an opportunity to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and/or its Associates with the relevant prov<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT This CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT (“Agreement”) is made and entered into this day of , 201, by and between BROOKS’ BOTTLING COMPANY, LLC, a New York Limited Liability Company (“BROOKS”) and [ ] (“CLIENT”) (BROOKS and CLIENT are sometimes collectively referred to as the “Parties”) RECITALS A. BROOKS is engaged in the business of bottling products for various CLIENTS and has entered into discussion with relating to establishing a business relationship in connection with preparing and bottling certain of CLIENT’s product(s). As such, BROOKS will need access to certain personal, financial and product information relating to CLIENT and its products. B. CLIENT desires to maintain the confidentiality of all personal, financial and product information disclosed to BROOKS. BROOKS is willing to receive all such personal, financial and product information in confidence, and the Parties deem it to be in their mutual best interest to protect such personal, financial and product information as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, agreements, covenants, conditions and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Confidential Information 1.1 With the understanding that CLIENT’s Formulations and Processing Procedures are proprietary to CLIENT, to the extent that CLIENT shall disclose to BROOKS personal, financial and product information, including their Formulations and Processing Procedures (“Confidential Information”), then all the Confidential Information disclosed to BROOKS shall be received by BROOKS in confidence for purposes of this Agreement except as otherwise provided under Section 3 below. 1.2 BROOKS, its directors, employees, agents and representatives shall not disclose, disseminate, publish, communicate or divulge any Confidential Information to anyone outside BROOKS, or to any employee of BROOKS not having reasonable need for access to such information, unless CLIENT expressly consents to such disclosure in writing. 2. Representations and Warranties 2.1 Each of CLIENT and BROOKS represents and warrants that neither their discussions nor their anticipated business relationship do not and will not breach any agreement which either of them may have with any other party. 2.2 BROOKS acknowledges that any failure by BROOKS to fulfill any obligation under this Agreement, or any breach by BROOKS of any provision herein, will constitute immediate and irreparable harm to CLIENT, which harm cannot be fully and/or adequately compensated in monetary damages and which will warrant injunctive relief, an order for specific performance, or any other available equitable relief. 2.3 Un<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>der no circumstance will BROOKS approach any of CLIENT’s Private Label Condiment Customers for BROOKS’ own benefit. 3. Exceptions Notwithstanding anything herein contained to the contrary, no obligation of confidentiality applies to any Confidential Information BROOKS: 3.1 Already possesses; 3.2 Develops independently; 3.3 Rightfully receives without obligation of confidentiality from a third party; 3.4 Inadvertently discloses where BROOKS has exercised reasonable care consistent with the effort BROOKS exercises with respect to the preservation of BROOKS’ own confidential information; 3.5 Discloses Confidential Information with the prior written consent of CLIENT ; 3.6 Discloses such Confidential Information to others which necessarily results from performing the services has contracted with BROOKS to perform. In addition, no obligation of confidentiality shall apply to any Confidential Information that is, or becomes, publicly available without breach of this Agreement or which is disclosed by the discloser to a third party without restriction. 4. COMPELLED DISCLOSURE. If BROOKS is legally compelled (whether by regulatory request, deposition, interro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ledges and agrees that none of the other party or any of such other party’s respective Representatives and none of the respective officers, directors, partners, shareholders, members, employees, agents or persons in control of such other party’s Representatives makes any express or implied representation or warranty to such party, such party’s Representatives or to any other person as to the accuracy or completeness of the Confidential Information furnished by or on behalf of such party, and each party hereto hereby further acknowledges and agrees that none of such persons shall have any liability to the other party or any of such other party’s Representatives relating to or arising from or in connection with such other party’s use or the use by such other party’s Representatives of any Confidential Information furnished by or on behalf of such party to such other party or its respective Representatives or for any inaccuracies contained therein or any omissions therefrom. Each party hereto also acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information furnished to it or its Representatives by or on behalf of the other party and that such party shall be entitled to rely solely on such representations and warranties as may be made to it and contained expressly in any definitive agreement with respect to the Transaction, to the extent in accordance with the terms and subject to the conditions set forth in any such definitive agreement. 10. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles. Each party hereto irrevocably and uncondition<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ally (a) consents to submit to the jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York for any action, suit or proceeding arising out of or relating to this agreement (and irrevocably and unconditionally agrees not to commence any such action, suit, or proceeding except in such courts), (b) waives any objection to the laying of venue of any such action, suit or proceeding in any such courts and (c) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 11 The provisions of this Agreement shall be binding solely upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Company agrees that you may assign all rights, powers, privileges, and obligations under this Agreement with respect to any or all of the proposed Transaction to any of your affiliates. 12. This Agreement represents the entire understanding and agreement of the parties hereto and may be modified only by a separate written agreement executed by you and the Company expressly modifying this Agreement. This Agreement supersedes and cancels any and all prior agreements between the parties hereto, express or implied, relating to the Transaction; provided that the Mutual Non-Disclosure Agreement dated as of November 13, 2009 between the parties hereto shall remain in full force and effect with respect to the matters contemplated thereby. 13. For purposes of this Agreement, “Person” shall be broadly interpreted to include any individual, corporation, company, partnership, limited liability company, trust or other group or entity (including any court, government or agency, commission, board or authority the<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> becomes generally available to the public through no act, omission or fault of the receiving party; (b) is required to be disclosed by the receiving party by final order of a court of competent jurisdiction or law, regulation or rule of a self-regulatory body; provided, however, that prior to such disclosure by the receiving party, the receiving party shall provide written notice of such order or requirement to the disclosing party and allow the disclosing party a reasonable opportunity to secure confidential treatment of any information by such court or appropriate government agency, if applicable, and the receiving party shall cooperate with the disclosing party in such effort; (c) is known by the receiving party at the time of receipt from the disclosing party as evidenced by the receiving party’s documentation and not subject to an existing agreement of confidentiality; (d) was independently developed by the receiving party as evidenced by its records without use of the Confidential Information; or (e) is lawfully received without restriction from a third party who is not bound by any obligation<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> of confidentiality. 5. Absence of License or Other Agreement. All Confidential Information shall remain the sole and exclusive property of the disclosing party. Nothing in this Agreement shall require the disclosing party to release or disclose any particular information to the receiving party. THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” BY THE DISCLOSING PARTY AND THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTIES, WHETHER EXPRESS OR IMPLIED IN REGARD TO, AND DOES NOT ASSUME ANY LIABILITY FOR, THE ACCURACY, COMPLETENESS OR UTILITY OF THE CONFIDENTIAL INFORMATION OR FOR THE CONSEQUENCES ARISING OUT OF THE USE THEREOF BY THE RECEIVING PARTY. 6. Breach. The receiving party acknowledges and agrees<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nsaction; or (ii) the written request of the Delivering Party; provided, however, that the Receiving Party may retain the Receiving Party’s Work Product, and any Information which it is required to retain pursuant to law, regulation, government regulatory authority, court order or legal process, as determined by the reasonably supported written opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party (“Retained Information”). The Retained Information shall be held by the Receiving Party, and kept confidential in strict accordance with the terms of this Confidentiality Agreement, or shall be destroyed, unless the Receiving Party is prohibited from destroying it. Any such destruction shall be confirmed in writing to the Delivering Party upon the Delivering Party’s request. Any and all oral Information shall continue to be held in strict accordance with this Confidentiality Agreement. E. COMPELLED DISCLOSURE: In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Information pursuant to this Confidentiality Agreement, becomes legally compelled to disclose any of the Information, the Receiving Party shall provide the Delivering Party with prompt Notice so that the Delivering Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. In the event that such protective order or other remedy is not sought, or if sought, is not obtained, or that the Delivering Party waives in writing compliance with the provisions of this Confidentiality Agreement, the Receiving Party shall furnish only that portion of the Information which the Receiving Party is compelled to disclose or else stand potentially liable for contempt or suffer any other censure or penalty, as determined by the reasonably supported written legal opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party, and the Receiving Party shall exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded the Information required to be disclosed. F. PROHIBITED CONTACTS: Absent the Delivering Party’s prior written consent, unless and until the Transaction is consummated, if ever, neither the Receiving Party nor its Representatives shall make (other than to its Representatives on a need to know basis, and except as may be required under Paragraph 4E): (i) any statement, or any public announcement, or any release to trade publications or to the press; (ii) any statement to any competitor, customer, supplier or any other third party; (iii) contact with or otherwise engage in any discussions or other contacts or communications with any person or entity, including without limitation any state or federal governmental entity or agency;<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (iv) any statement, comment, or posting on the internet or otherwise which includes any social media platform or anything that may result in information becoming available on the internet; which statements, contacts or communications are about the Transaction or Delivering Party or its Property or Business, or are intended to or likely would result in a person who or entity which has had contractual or business relations with the Delivering Party ceasing or refusing to do any further business with the Delivering Party (“Pr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>the Confidential Information and our current discussions, the Company may be irreparably damaged by any unauthorized disclosure of any Confidential Information and you and the Company may be irreparably damaged by any unauthorized disclosure of our discussions or by any breach of this Agreement by you, the Company or the Representatives of you and the Company. Without prejudice to other rights and remedies otherwise available, you and the Company therefore agree that the other party hereto shall be entitled to seek equitable relief, including an injunction or specific performance, in the event of any breach of the provisions of this Agreement by the other party hereto or the Representatives of the other party hereto. 4. In the event you or any of your Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) to disclose any of the contents of the Confidential Information, or you or the Company or any of the respective Representatives of you or the Company become so legally compelled to disclose either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Company and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company and you each agrees that each party and its respective Representatives may do so without liability, but each party hereto also agrees (i) to promptly notify the other party prior to any such disclosure to the extent practicable and legally permissible and (ii) to cooperate with the other party in any attempt it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information. 5. The Company may elect at any time to terminate further access by you to the Confidential Information. Following any written request by the Company, you agree, at the Company’s election, to either promptly redeliver to the Company or destroy all written Confidential Information in your possession or your Representatives’ possession, and you and your Representatives will not retain any copies, extracts or other reproductions in whole or in part of such written material. You further agree that all documents, memoranda, notes and other writings whatsoever prepared by you or your Representatives based on the Confidential Information shall be destroyed, and you shall delete, to the extent reasonably practicable, all Confidential Information from any computer or other electronic device. Notwithstanding the foregoing, no such destruction or deletion shall be required where prohibited by law, regulation, regulatory process or proceeding, or stock exchange regulation, or where the Confidential Information is part of the record of proceedings of your Board of Directors; provided, that any such Confidential Information so retained shall continue to be held confidential in accordance with the terms of this Agreement. 6. You and the Company also agree that, unless and until a binding agreement is entered into between the Company and you with respect to the Transaction, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between you and the Company or in any Confidential Information shall be deemed to constitute a representation or warranty. Except for the matters set forth in this Agreement<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or in any such binding agreement, neither party shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct. 7. You agree that certain Confidential Information may be deemed material non-public information under applicable securities laws. Without limitation of the other restrictions on use or transfer of Confidential Information described herein, you agree that while such information remains non-public, you will not engage, and will direct your Representatives not to engage, in any transactions in the securities of the Company in a manner which would constitute a violation of such laws. 8. From the date of this Agreement until the earlier to occur of (a) 11:59 p.m. (New York time) on February 3, 2011 and (b) the execution of a definitive agreement between the Company and you relating to a Transaction, except for discussions with you regarding the Transaction, the Company and its affiliates shall not, and the Company shall cause its Representatives not to, directly or indirectly, (w) solicit or knowingly encourage inquiries or proposals with respect to any offer or proposal to (i) sell, issue or otherwise transfer any equity securities (or securities convertible or exchangeable for equity securities) of the Company or any of its subsidiaries (except in accordance with the terms of convertible securities outstanding on the date hereof and pursuant to employment arrangements entered into in the ordinary course from time to time), (ii) sell or otherwise transfer any material assets of the Company or any of its subsidiaries or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation or other business combination involving the Company or any of its subsidiaries (any of the foregoing hereinafter referred to as an “Alternative Proposal”), (x) solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any Alternative Proposal, or (y) have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement an Alternative Proposal. 9, Upon the terms and subject to the conditions of a definitive agreement, if any, with respect to the Transaction and without prejudice thereto, each party hereto acknowledges and agrees that none of the other party or any of such other party’s respective Representatives and none of the respective officers, directors, partners, shareholders, members, employees, agents<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d herein, and all former representations, promises or covenants, whether written or verbal, are null and void. 6. This Agreement may be modified only by written agreement duly executed by all Parties hereto. 7. This Agreement shall be binding upon, and inure to the benefit of the heirs, legal representatives, successors, designees, and/or assigns of the Parties. The executor, administrator, or personal representative of a deceased party shall execute and deliver any document(s) or legal instrument(s) necessary or desirable to carry out the provisions hereof. 8. Any written notice required or allowed to be given hereunder shall be deemed to have been duly and properly given and delivered (a) as of the date actually hand delivered to the Party to be charged with receipt. 9. Any copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto, and sent to another Party hereto by facsimile transmission carries the full force and effect as if it were the hand delivered original. 10. This Agreement was negotiated and prepared jointly by all Parties hereto, and each Party acknowledges that they have had ample opportunity to consult legal, financial and other counsel concerning all aspects, terms and condition of this Agreement. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed a duplicate original. 11. No party shall be considered or adjudged to be in violation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>pirit behind this Agreement is one of mutual trust, confidence and reliance upon each party to do what is fair and equitable. 12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof. 13. This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees. IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" ON THE DATES SET FORTH BELOW. Agreed, executed and acknowledged on 2/9/99, 1999 /s/ Michael M. Cimino Mike Cimino for High Speed Net Solutions /s/ Richard Seifert 02/08/99 Richard Seifert for R J Seifert Enterprises<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>bility: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The parties agree that they shall endeavor to replace any such severed provision with a new provision which achieves substantially the same practical effect and which is valid and enforceable. 10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be effective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a wa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>iver of a subsequent breach thereof. 11. Amendments: No amendment or change or modification of this Agreement shall be valid unless it is in writing and signed by both parties. 12. Assignment: Confidant shall not assign this Agreement without first having obtained the prior written consent of City. No assignment of this Agreement shall operate so as to relieve Confidant from any obligation of this Agreement. 13. No Authority: This Agreement shall not create, nor shall it be deemed to create, the relationship of employer and employee, principal and agent, partnership, or joint venture, between City and Confidant. Confidant has no authority whatsoever to make any representation in respect of, enter any commitment on behalf of, or incur any liability for or on behalf of, City, or to bind or purport to bind City to any Third Party in any way whatsoever. 14. Further Acts and Assurances: Each of the parties shall, from time to time, do all acts and things and execute from time to time all such further documents and assurances as may be necessary to carry out and give effect to the terms and conditions of this Agreement. 15. Opportunity to Negotiate: Both parties have had the opportunity to negotiate, review and comment upon this Agreement, and obtain independent legal advice with respect to the content, meaning, and legal effect of this Agreement. 18. Fax Execution: This Agreement may be executed in any number of counterparts, including counterparts signed by fax, each of which shall be deemed an original and all of which together shall constitute one in the same instrument. A photocopied and/or fax copy of this Agreement bearing the signature of each party, in a single document or counterparts thereof as provided herein, shall be deemed an original execution v<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>n a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to keep such information confidential or (3) is developed independently without use of conduct or statements at the Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence. (c) Receiving Party agrees that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Blueknight, Receiving Party and its controlled Affiliates will not, directly or indirectly, effect any sale (including any short-sale) or acquisition of any equity securities (or beneficial ownership thereof) or acquisition of assets of Blueknight or any of its Affiliates. Blueknight and the General Partner agree that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Receiving Party, Blueknight will not file a proxy statement with the Securities and Exchange Commission relating to the Unitholder Meeting (as defined in the Global Transaction Agreement, dated as of October 25, 2010, by and among the General Partner, Blueknight and the purchasers set forth in Schedule I thereto). 5. Miscellaneous. (a) Receiving Party acknowledges that none of Blueknight, the General Partner nor any of their respective representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of any Blueknight Non-public Information, that none of Blueknight, the General Partner nor any of their respective representatives shall have any liability whatsoever to Receiving Party or any other person as a result of their use of any Blueknight Non-public Information or any errors therein or omissions therefrom and that Receiving Party shall assume full and exclusive responsibility for any conclusions derived from the Blueknight Non-public Information. (b) Each of Blueknight,<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the General Partner and Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that each of the parties shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, the non-prevailing party as determined by a court of competent jurisdiction in a final judgment shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom. (c) This Agreement and the obligations of the parties hereunder (other than Section 4(b)) shall terminate upon the earlier to occur of (i) twenty (20) days from the date of the Refinancing Meeting, (ii) such time as Receiving Party is no longer in possession of Blueknight Non-public Information and (iii) with respect to any Section of this Agreement (other than Section 4(b)), such earlier time as set forth in such Section. Section 4(b) of this Agreement and the obligations of the parties under Section 4(b) shall terminate upon the date that is ten (10) years from the date hereof. (d) This Agreement shall be subject to, and construed in accordance with, the laws of the State of New York (excluding its conflicts of laws rules that would require application of the laws of any jurisdiction other than the State of New York) and applicable federal laws and regulations. This Agreement contains the entire agreement and understanding among the parties concerning the subject matter hereof, and supersedes any prior agreements, written or oral, relating to the subject matter hereof. This Agreement may be amended, modified or waived only by a separate writing executed by Blueknight and Receiving Party expressly so amending, modifying or waiving this Agreement. This Agreement may not be transferred or assigned (by operation of law or otherwise) by Receiving Party without the prior written consent of Blueknight, and shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. This Agreement may be executed by facsimile and in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first set forth above. BLUEKNIGHT ENERGY PARTNERS, L.P. By: Blueknight Energy Partners G.P., L.L.C. By: /s/ Alex G. Stallings Name: Alex G. Stallings Title: Chief Financial Officer BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C. By: /s/ Alex G. Stallings Name: Alex G. Stallings Title: Chief Financial Officer MSD TORCHLIGHT, L.P. By: MSD Capital, L.P. By: /s/ Marcello Liguori Name: Marcello Liguori Title: Authorized Signatory<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>e and without breach of this Agreement; (d) independently developed by the Receiving Party; (e) approved for release by written authorization of the party disclosing the Confidential Information (the "Disclosing Party"); (f) furnished by the Disclosing Party to a third party without written restriction on disclosure; or (g) disclo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sed pursuant to a requirement of a governmental agency or of law, provided, however, that, to the extent viable under the circumstances, the party subject to the disclosure requirement has notified the Disclosing Party in advance of such disclosure and the Disclosing Party has had an opportunity to seek a protective order or other appropriate remedy and the party subject to the disclosure requirement has reasonably cooperated with such efforts; and provided further, however, that the -------- ------- ------- Receiving Party furnish only that portion of the Confidential Information that is legally required to be so disclosed. 5. The Receiving Party shall no<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>change Act of 1934, as amended, so long as such securities ownership does not include any operational, managerial or consulting relationship with such corporation or entity. 2. Confidential Information. (a) Each of Stockholders severally agrees that such Stockhol<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>der shall not, at any time following the effectiveness of the Merger, print, publish, divulge or communicate to any person, firm, corporation or other business organization or use for his or their own account any business contacts, customers, suppliers, technology, product designs and specifications, know-how, trade secrets, marketing techniques, promotional materials or other secret or confidential information relating to the Business or any other businesses then being engaged in by AUGI or any of its subsidiaries, or any secret or confidential information relating to the affairs, dealings and concerns of the Company, AUGI or any of the subsidiaries of AUGI (collectively, the "Confidential Information") which the Stockholder has received or obtained while an employee or member of the Board of Directors of AUGI or the Company (whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Stockholder). The term "Confidential Information" does not include information which information and its relevance in the particular instance (A) is a matter of common knowledge or public record, (B) is or becomes generally available to the public other than as a result of disclosure by the Stockholder, (C) which information and its relevance is generally known in Business, (D) the Stockholder can demonstrate that such information and its relevance in the applicable instance, was alread<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> the undersigned acknowledges and agrees that neither Baldwin nor BDO has made, and they will not make, any representations or warranties, either express or implied, concerning the accuracy or completeness of, or otherwise relating in any way to, the Information. BDO and Baldwin shall not have any liability whatsoever to the undersigned or any Representatives for any transaction entered into, or not entered into, or any other act, omission or decision made or taken, relying upon or in any way affected by, the Information. The foregoing shall nonetheless be subject to any representations and warranties concerning the Information expressly given in writing in a legally binding agreement executed and delivered by Baldwin providing for a sale or other disposition of the Assets (a “Definitive Agreement”); 11. Upon receipt of a written request to the undersigned, the undersigned and its Representatives shall promptly return to BDO any and all Information received, printed, downloaded or otherwise copied together with personal notes including written materials and any notes of verbal conversations with representatives from Baldwin or BDO obtained in the course of any investigation and/or inspection of the business and the Assets being offered for sale; 12. The terms of this NDA shall expire, as it relates only to the Information associated with the Assets or parts thereof purchased or otherwise acquired by the undersigned, upon the completion of a Definitive Agreement. In all other cases, the terms of this NDA shall expire one (1) year after the completion of a sale or other transfer of the Assets. 13. The undersigned acknowledges and agrees that it has had an opportunity to obtain independent legal advice as to the terms and conditions of this NDA and has either received same or expressly waived its right to do so; 14. This NDA shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This NDA shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein; 15. The undersigned acknowledges and agrees with the statements, disclaimers, and terms and conditions of the Legal Terms of Use and Disclaimer set-out in Appendix “A”; 16. No failure or delay by BDO or Baldwin in exercising any rights, powers or privileges under this NDA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any rights, powers or privileges under this NDA; 17. No amendment to the terms and conditions of this NDA shall be valid and binding unless made in writing and signed by an authorized representative of each of the parties hereto; 18. This NDA may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument; and 19. Any party may deliver an executed copy of this NDA by facsimile or email. DATED AT , this day of, 2012. OR (Signature of Person - Individual) Name of Corporation (Print) Name: Per: (Signature of Witness) (Signature of Authorized Signing Officer) Name: Name: Title: I have the authority to bind the corporation (Signature of Witness) Name: NOTE: SIGNATURE MUST BE WITNESSED Contact Information (Required): (Name – First and Last) (Street/Land Location/PO Box No. /Unit No. /Suite No.) (City/Town) (Province/Territory/Sta<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>te) (Country) (Postal Code/Zip Code) (Telephone) (Facsimile) (E-mail) Appendix “A” LEGAL TERMS OF USE AND DISCLAIMER 1. The following are the legal terms of use and disclaimer for the electronic data room, www.bdo.firmex.com (the “Website”), and any physical data provided (collectively the “Data Rooms”) created for the sale process for Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin (“Baldwin”). 2. On February 14, 2012, BDO Canada Limited (“BDO”) was appointed Proposal Trustee in accordance with the Bankruptcy and Insolvency Act. 3. Towards that end, BDO has in its possession certain proprietary, non-public or confidential information, documents, statements, and data relating to the assets of Baldwin (the “Assets” and “Information”) for the review and further investigation, where appropriate, of any person or corporation interested in acquiring the Assets. 4. The Information being made available to you, including the Information that can be found at the Data Rooms has been prepared and assembled from information provided by Baldwin and other sources. Access to the Data Rooms is being provided to you, as you have expressed a preliminary interest in acquiring the Assets and have executed a Confidentiality and Non-Disclosure Agreement (“NDA”) in connection thereto. 5. The sole purpose of the Data Rooms and the Information contained therein and/or made available to you during the course of this sale process is being pr<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> reliable operations; and WHEREAS, this Agreement is a statement of the conditions and requirements, consistent with the requirements of the Operating Agreement, whereby a Disclosing Party may provide Confidential Information to a Party for the purpose of the Party executing its Transmission Functions. NOW, THEREFORE, in consideration of the mutual promises made herein intending to be legally bound, the Parties agree as follows: A. Definitions 1. “Agreement” means this Non-Di<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sclosure Agreement as it may be amended, modified or otherwise supplemented, as in effect from time to time. 2. “Authority” means a federal, state or local court or federal or state administrative agency of competent jurisdiction. 3. “Commission” or “FERC” means the Federal Energy Regulatory Commission or any successor federal agency or commission. 4. “Confidential Information” means a Party’s energy management system model data provided or to be provided by a Disclosing Party to another Party. Confidential Information shall be disclosed only to Reviewing Representatives and only used to enable a Party to perform its Transmission Functions. 5. “Disclosing Party” means the Party furnishing the other Parties with Confidential Information. 6. “Law” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretive or advisory opinion of an Authority. 7. “Non-Disclosure Certificate” means the certificate annexed hereto by which Reviewing Representatives seeking access to Confidential Information shall certify their understanding that such access to Confidential Information is provided pursuant to the terms and conditions of this Agreement and that each Reviewing Representative has read this Agreement and agrees to be bound by<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> that Confidential Information; provided, however, that confidentiality obligations herein shall survive for a period of three (3) years from the date of termination of this Agreement; and h. Neither disclosure of Confidential Information, nor this Agreement shall be construed as (i) requiring a Party to disclose or accept Confidential Information, (ii) permitting a Party to use or sell the Confidential Information or products derived therefrom, or (iii) granting to either Party any rights by license or otherwise, express or implied, under any patent, copyright, trademark, trade secret or other intellectual property right now or hereafter obtained or licensable by the other Party, or (iv) a representation or warranty by either Party as to the accuracy or completeness of the Confidential Information (other than as expressly set out in any agreement subsequently entered into by the Parties). 4. These obligations contained in this Agreement do not apply to Confidential Information that: a. As shown by reasonably documented proof, was in the other’s lawful possession without restriction on use or disclosure prior to receipt thereof from the disclosing Party; or b. As shown by reasonably documented proof, was received by one Party in good faith from a third party not subject to a confidential obligation to the other Party and without breach of this Agreement; or c. Now is or later becomes part of the public<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> domain through no breach of confidential obligation by the receiving Party; or d. Is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this subsection, the Party receiving the request for the information shall notify<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>reement Ladies and Gentlemen: In connection with your consideration of a possible transaction (a “Transaction”) involving ICx Technologies, Inc. or certain of its affiliates, subsidiaries, assets and/or business divisions (collectively, the “Company”), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein. As used in this letter agreement (this “Agreement”), the term “Evaluation Material” means all information regarding the Company, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you or other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the Company or any of its Representatives (as defined below), irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished before, on or after the date of this Agreement, together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or part, such information. The term “Representatives” includes, without limitation, FLIR Systems, Inc.’s affiliates and its and their respective directors, officers, employees, advisors, agents, representatives, financial institutions providing or underwriting solely debt financing or “controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)); provided, that, should you provide Evaluation Material to any such financial institution seeking to arrange debt financing, you shall promptly provide written notice to the Company as to the identity of any such financial institution. The Company is being advised by Stone Key Partners LLC and the Stone Key Securities division of Hudson Partners Securities LLC (together, “Stone Key”). Use of Evaluation Materials You and your Representatives (i) will use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you or your affiliates and (ii) will keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with the paragraph titled “Compelled Disclosure” below) will not, without the Company’s prior written consent, disclose any information in the Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction with the Company (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material, will be provided with a copy of this Agreement and will agree to be bound by the terms hereof). You will make all reasonable, necessary and appropriate efforts to safeguard Evaluation Material from disclosure to anyone other than as permitted hereby. You agree to be responsible for any breach of this Agreement by your Representatives (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such Representatives were original signatories hereto). The term “Evaluation Material” does not include any information which (i) at the time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure by you or your Representatives) or (ii) was or becomes available to you on a non-confidential basis from a person not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from tran<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>smitting the information to you by law, contractual obligation, fiduciary duly or otherwise. As used in this Agreement, the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership, association or individual. You agree that the Evaluation Material is and shall remain the property of the Company or its subsidiaries and affiliates, as applicable, and that neither the Company nor any of its Representatives, subsidiaries or affiliates has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by or on behalf of the Company. Non-Disclosure Unless otherwise required by applicable law in the reasonable written opinion of your legal counsel, but only after compliance with the paragraph titled “Compelled Disclosure” below, neither you nor your Representatives will, without the Company’s prior written consent, disclose to any person either the fact that discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, you hereby expressly confirm and agree that no public disclosure with respect to any discussions or negotiations concerning a possible Transaction is now required by reason of securities laws or similar requirements related to general disclosure and in the event you determine that such disclosure is required in the future, no such disclosures shall be made unless and until you have consulted, to the extent permitted by applicable law or cognizant authority, with the Company regarding the necessity and form of any such disclosure and otherwise complied with this paragraph. Without limitation of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, enter in any agreement, arrangement or understanding, or any discussions which might lead to an agreement, arrangement or understanding, with any person regarding participation in a possible Transaction as a principal, coinvestor, an equity investor or any person other than a financial institution providing or underwriting debt financing. For the avoidance of doubt, the term “Representatives” as applied to you shall not include any such potential principal, co-investor, equity investor or person other than a financial institution providing or underwriting debt financing. Compelled Disclosure In the event that you are requested or required to disclose all or any part of the information contained in the Evaluation Material pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>al Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure. 5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires: Name: William Eger Title: Strategic Projects Manager Email: weger@bostonpublicschools.org Phone Number: 914-523-9675 Office Location: Bolling Building 2300 Washington Street Roxbury, MA 02119 6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information. 7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of aggregate or de-identified data to VENDOR, public entities and community based organizations, and use of aggregate or de-identified data in program planning, evaluation and research not related to the BPI initiative. VENDOR shall not publish, present, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r use reports without explicit written consent from BPS. BPS has the right to review and require approval of any publicly reported document prior to its release. 8. Disclosure, Breach & Penalties. VENDOR’S disclosure of Confidential Information to third parties without BPS's author<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> not affect any Party’s obligations, duties or rights imposed or granted by separate instrument such as a grant or other contract. 13. Indemnification. Unless otherwise exempted by law, VENDOR shall indemnify and hold harmless the City of Boston, Boston Public Schools, and its Departments, agents, officers, and employees against any and all claims, liabilities, and costs for damages that the City may sustain which arise out of or in connection with VENDOR’S performance of this Agreement, including but not limited to the negligent, reckless or intentional conduct of VENDOR, its employees and/or representatives, officers, or other related personnel. After prompt notification of a claim by the City, VENDOR shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The City and its departments shall not be liable for any costs incurred by VENDOR arising under this paragraph. Any indemnification of VENDOR shall be subject to appropriation and applicable law. Indemnification specifically includes, but is not limited to, claims related to (i) the indemnifying Party’s improper sharing of data, (ii) improper use of data by the indemnifying Party or any of the indemnifying Party’s employees, agents, officers, volunteers, or other relat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ed personnel, or (iii) breach of the indemnifying Party’s IT system. 14. Relationship of Parties. The VENDOR, its employees, and/or representatives shall not be construed, deemed or otherwise held to be employees, agents, or officers of BPS. VENDOR and its employees and/or representatives shall not be entitled to compensation or other benefits that ordinarily accrue to employees of BPS. Nothing herein shall create or be deemed to create any relationship of agency, association, joint venture, partnership as defined by law, or employer/employee between BPS and VENDOR or its employees or representatives. Neither party shall have the authority to bind or obligate the other in any manner, except as expressly provided in this agreement. 15. Conflict of Interest. The parties’ attention is called to General Laws c. 268A (the Conflict of Interest Law). No party shall act in collusion with any other party, person or entity to circumvent such law. 16. Assurances. The Parties agree that all activity pursuant to this Agreement shall be in accordance with this Agreement and all applicable current or future federal, state, and local laws, and all applicable rules and regulations. 17. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. 18. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. 19. Entire Agreement; Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and BPS. Any waiver of the terms and conditions of this Agreement must be in writing signed by <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tion shall not include any information of the AOC that: (a) is already properly known to Company at the time of its disclosure as shown by the Company’s files and records immediately prior to the time of disclosure by the AOC to Company; (b) is publicly known through no action or inaction of Company; (c) is received from a third party free to disclose it to Company; (d) is independently developed by the Company without use of or reference to the Confidential Information, as shown by documents and other competent ev<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>idence in the Company’s possession; or (e) is communicated to a third party with express written consent of the AOC. Nothing in this Agreement shall prevent the Company from disclosing Confidential Information to the extent the Company is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that Company gives the AOC prompt written notice of such requirement before making such disclosure and Company gives the AOC an adequate opportunity and assistance to interpose an objection or take action to assure confidential handling of such Confidential Information. 4. All Confidential Information, and any Derivative of it, whether created by the AOC or Company, remains the property of the AOC and no license or other rights to Confidential Information is granted to Company. For the purpose of this Agreement, “Derivative” means: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted, (ii) for patentable or patented material, any improvement or enhancement of it; and (iii) for material which is protected by trade secret, any new material derived from existing trade secret material, including new material which may be protected by any of the following: copyright, patent or trade secret. 5. Except as otherwise provided in any future agreement, at any time, Company agrees that it shall return to the AOC upon request all documents, records, notebooks, computer media or other stored information of any form or type whatsoever containing any Confidential Information, including all copies thereof, then in its possession or control (directly or indirectly), whether prepared by it or others and it shall at such time immediately discontinue all use of the Confidential Information. 6. Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright rights, nor shall this Agreement grant to any rights in or to the Confidential Information, except as expressly set forth herein. 7. Any software and other technical information disclosed under this Agreement may be subject to restrictions and controls imposed by the Export Administration Act, Export Administration<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>or proposals with respect to any offer or proposal to (i) sell, issue or otherwise transfer any equity securities (or securities convertible or exchangeable for equity securities) of the Company or any of its subsidiaries (except in accordance with the terms of convertible securities outstanding on the date hereof and pursuant to employment arrangements entered into in the ordinary course from time to time), (ii) sell or otherwise transfer any material assets of the Company or any of its subsidiaries or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation or other business combination involving the Company or any of its subsidiaries (any of the foregoing hereinafter referred to as an “Alternative Proposal”), (x) solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any Alternative Proposal, or (y) have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement an Alternative Proposal. 9, Upon the terms and subject to the conditions of a definitive agreement, if any, with respect to the Transaction and without prejudice thereto, each party hereto acknowledges and agrees that none of the other party or any of such other party’s respective Representatives and none of the respective officers, directors, partners, shareholders, members, employees, agents or persons in control of such other party’s Representatives makes any express or implied representation or warranty to such party, such party’s Representatives or to any other person as to the accuracy or completeness of the Confidential Information furnished by or on behalf of such party, and each party hereto hereby further acknowledges and agrees that none of such persons shall have any liability to the other party or any of such other party’s Representatives relating to or arising from or in connection with such other party’s use or the use by such other party’s Representatives of any Confidential Information furnished by or on behalf of such party to such other party or its respective Representatives or for any inaccuracies contained therein o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r any omissions therefrom. Each party hereto also acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information furnished to it or its Representatives by or on behalf of the other party and that such party shall be entitled to rely solely on such representations and warranties as may be made to it and contained expressly in any definitive agreement with respect to the Transaction, to the extent in accordance with the terms and subject to the conditions set forth in any such definitive agreement. 10. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles. Each party hereto irrevocably and unconditionally (a) consents to submit to the jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York for any action, suit or procee<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>. 3. Attendee shall notify BOMI immediately upon discovery of unauthorized use or disclosure of Confidential Information or any breach of this Agreement, and shall cooperate with BOMI in every reasonable way to assist BOMI in mitigating the consequences of such use or disclosure and preventing further unauthorized use or disclosure. If a third party brings an action against BOMI arising out of Attendee’s breach of this Agreement, BOMI, at its sole discretion, may settle or defend the claim, and Attendee shall pay all settlements, costs, damages and legal fees and expenses arising out of such settlement or defense. 4. Attendee agrees that money damages will not be a sufficient remedy for any breach of this Agreement by him and that in addition to all other remedies which may be available, BOMI will be entitled to specific performance and injunctive or other equitable relief, without bond, as a remedy for any such breach or threatened breach. All remedies available to BOMI for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. 5. In the event of any litigation between the Parties in connection with this Agreement, including the seeking of injunctive relief, if BOMI is the successful party, Attendee shall pay to BOMI therein all costs and expenses, including but not limited to actual attorneys’ fees incurred therein by BOMI, which costs, expenses and attorneys’ fees shall be included as a part of any judgment rendered in such action in addition to any other relief to which BOMI may be entitled. Should BOMI not be a successful party, the Parties will each bear their own attorneys’ fees and expenses. 6. Attendee acknowledges that all Test documents, materials, drawings, and other physical media of expression incorporating or containing any Confidential Information that BOMI furnishes to Attendee, or that Attendee prepares during the Testing Period, are BOMI’s property and will be promptly surrendered to BOMI upon the completion of the Testing Period. After the completion of the Testing Period, Attendee will make no further use of any of the Confidential Information. The foregoing will apply regardless of whether Attendee completes the Test. 7. Attendee understands that BOMI makes no representations or warranties as to the accuracy or completeness of any Confidential Information disclosed, and Attendee agrees that neither BOMI nor any of its officers, directors, Attendees, agents, members or attorneys will have any liability to Attendee arising from Attendee’s use of the Confidential Information. 8. To the fullest extent permitted by law, all of the covenants and agreements contained in this Agreement will survive indefinitely. Attendee also understands that the obligation not to use or disclose Confidential Information shall survive the completion of Testing Period, for so long as the information remains Confidential Information. Attendee further understands that this Agreement extends to, and shall be binding upon, his heirs, successors and assigns. 9. This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto.<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement. 10. This Agreement will be governed by and construed according to the laws of the State of Maryland (excluding the choice of laws rules thereof). Attendee hereby consents to the jurisdiction of the courts of the State of Maryland. Any suit brought hereon must be brought in the state or federal courts sitting in the State of Maryland, the parties hereto hereby waive any claim or defense that such forum<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>t, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct. 7. You agree that certain Confidential Information may be deemed material non-public information under applicable securities laws. Without limitation of the other restrictions on use or transfer of Confidential Information described herein, you agree that while such information remains non-public, you will not engage, and will direct your Representatives not to engage, in any transactions in the securities of the Company in a manner which would constitute a violation of such laws. 8. From the date of this Agreement until the earlier to occur of (a) 11:59 p.m. (New York time) on February 3, 2011 and (b) the execution of a definitive agreement between the Company and you relating to a Transaction, except for discussions with you regarding the Transaction, the Company and its affiliates shall not, and the Company shall cause its R<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>epresentatives not to, directly or indirectly, (w) solicit or knowingly encourage inquiries or proposals with respect to any offer or proposal to (i) sell, issue or otherwise transfer any equity securities (or securities convertible or exchangeable for equity securities) of the Company or any of its subsidiaries (except in accordance with the terms of convertible securities outstanding on the date hereof and pursuant to employment arrangements entered into in the ordinary course from time to time), (ii) sell or otherwise transfer any material assets of the Company or any of its subsidiaries or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation or other business combination involving the Company or any of its subsidiaries (any of the foregoing hereinafter referred to as an “Alternative Proposal”), (x) solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any Alternative Proposal, or (y) have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement an Alternative Proposal. 9, Upon the terms and subject to the conditions of a definitive agreement, if any, with respect to the Transaction and without prejudice thereto, each party hereto acknowledges and agrees that none of the other party or any of such other party’s respective Representatives and none of the respective officers, directors, partners, shareholders, members, employees, agents or persons in control of such other party’s Representatives makes any express or implied representation or warranty to such party, such party’s Representatives or to any other person as to the accuracy or completeness of the Confidential Information furnished by or on behalf of such party, and each party hereto hereby further acknowledges and agrees that none of such persons shall have any liability to the other party or any of such other party’s Representatives relating to or arising from or in connection with such other party’s use or the use by such other party’s Representatives of any Confidential Information furnished by or on behalf of such party to such other party or its respective Representatives or for any inaccuracies contained therein or any omissions therefrom. Each party hereto also acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information furnished to it or its Representatives by or on behalf of the other party and that such party shall be entitled to rely solely on such representations and warranties as may be made to it and contained expressly in any definitive agreement with respect to the Transaction, to the extent in accordance with the terms an<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>elated to or attributable to Vapotherm’s products, or later modifications thereof, whether patentable or not, and all Intellectual Property rights therein. All Inventions will be immediately reported to Vapotherm and shall be the exclusive property of Vapotherm. The Receiving Party will perform, at Vapotherm’s request and expense, any act which it can reasonably perform that Vapotherm deems necessary to vest title to such inventions and ideas in Vapotherm and to execute any and all patent applications in connection therewith. 8. Government Order. In the event that the Receiving Party is ordered to disclose the Confidential Information pursuant to a judicial or governmental request, requirement or order, Receiving Party shall immediately notify Vapotherm and take reasonable steps to assist Vapotherm in contesting such request, requirement or order or otherwise protecting Vapotherm’s rights. 9. Compliance With Export Restrictions. The Receiving Party will not export, directly or indirectly, any technical data acquired from Vapotherm under this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 10. No Warranties. The Receiving Party acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. VAPOTHERM MAKES NO WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION. Vapotherm accepts no responsibility for any expenses, losses or action incurred or undertaken by Receiving Party as a result of Receiving Party’s receipt or use of Confidential Information. VAPOTHERM MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION. 11. Survival. The restrictions and obligations of this Agreement shall continue and shall survive the termination of the Purpose of the disclosure for a period of five (5) years. 12. Interpretation; Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without reference to its choice of law provisions. The parties agree that any legal action or proceedings brought by or against them with respect to this Agreement shall be brought in the state or federal courts located in Delaware, USA and, by execution and delivery hereof, the parties hereby irrevocably submit to each such jurisdiction and hereby irrevocably waive any and all objections which they may have with respect to venue in any of the above courts. 13. Division/Separation. This Agreement is divisible and separable so that if any provision(s) hereof shall be held to be invalid, such holdings shall not impair enforcement or validity of the remaining provisions hereof. If any provision is held to be too broad to be enforced, such provision shall be construed to create an obligation to the full extent allowable by law. 14. Entire Understanding. This Agreement constitutes the entire understanding of the parties with respect to the specific subject matter of this Agreement and supersedes and replaces any and all prior understandings, arrangements and/or agreements, whether written or oral, relating to the Technology. 15. Waiver. Waiver of any breach of this Agreement shal<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>l not be construed as a waiver of the underlying obligations of this Agreement. 16. Right in Confidential Information. No license or other right is created or granted hereby, except the specific right to receive the Confidential Information <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>stood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives. 4. Trading in Blueknight Securities; Refinancing Meeting. (a) Receiving Party hereby acknowledges that it is aware that the United States securities laws prohibit any person who has Material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. (b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Refinancing Meeting”). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement (including, without limitation, for purposes of the term “Outstanding” as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the other limited partners in attendance at the Refinancing Meeting, in each case, solely because of Receiving Party’s attendance at the Refinancing Meeting. Furthermore, the parties agree that (x) at the Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D),correspondence to the General Partner and Blueknight and/or statements made by Receiving Party o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation t<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL NONDISCLOSURE AGREEMENT (page 2.) B. GENERAL 1. Either party may terminate this MNDA without cause upon five (5) days written notice given to the other, provided that confidentiality obligations under Section A of this Attachment A shall survive termination hereof. 2. No rights or obligations other than expressly recited herein are to be implied here from. Nothing except that expressly stated herein shall affect either party's present or prospective rights under any country's patent laws, or be construed as granting any license under any present or future patent or application therefor, or preclude marketing any product unless such marketing constitutes unauthorized disclosure of INFORMATION. 3. This MNDA shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Massachusetts. 4. Consistent with other provisions herein, each party assures that it will not knowingly, without obtaining prior authorization from the U.S. Dept. of Commerce Office of Export Administration, transmit directly or indirectly the technical data received pursuant hereto or the immediate product (including processes and services) produced directly by use of such technical data to Afghanistan, People's Republic of China, or any other Country Group Q, S, W, T, or Z country specified in Supplement No. I to Part 370 of U.S. Dept. of Commerce Export Administration Regulations. 5. This document and appendices contain the entire agreement between the Parties and supersede any previous oral or written understandin<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>gs, commitments or agreements pertaining to the subject matter hereof. This MNDA shall not be modified or changed in any manner except in a writing signed by both parties. If a court of competent jurisdiction finds any of the provisions hereto so over-broad as to be unenforceable, such provisions may be reduced in scope by the court to the extent it deems necessary to render <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s, business plans, the names and backgrounds of key personnel, research and development, service methods, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and informat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ion, and all related notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data of Disclosing Party and any notes or other materials prepared by Receiving Party or any of its partners, directors, officers, employees, agents, contractors, affiliates, attorneys and other advisors or representatives (collectively, “Representatives”) that contain or are generated from such information. <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>MUTUAL NONDISCLOSURE AGREEMENT (page 2.) B. GENERAL 1. Either party may terminate this MNDA without cause upon five (5) days written notice given to the other, provided that confidentiality obligations under Section A of this Attachment A shall survive termination hereof. 2. No rights or obligations other than expressly recited herein are to be implied here from. Nothing except that expressly stated herein shall affect either party's present or prospective rights under any country's patent laws, or be construed as granting any license under any present or future patent or application therefor, or preclude marketing any product unless such marketing constitutes unauthorized disclosure of INFORMATION. 3. This MNDA shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Massachusetts. 4. Consistent with other provisions herein, each party assures that it will not knowingly, without obtaining prior authorization from the U.S. Dept. of Commerce Office of Export Administration, transmit directly or indirectly the technical data received pursuant hereto or the immediate product (including processes and services) produced directly by use of such technical data to Afghanistan, People's Republic of China, or any ot<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>her Country Group Q, S, W, T, or Z country specified in Supplement No. I to Part 370 of U.S. Dept. of Commerce Export Administration Regulations. 5. This document and appendices contain the entire agreement between the Parties and supersede any previous oral or written understandings, commitments or agreements pertaining to the subject matter hereof. This MNDA shall not be modified or changed in any manner except in a writing signed by both parties. If a court of competent jurisdiction finds any of the provisions hereto so over-broad as to be unenforceable, such provisions may be reduced in scope by the court to the extent it deems necessary to render the provision reasonable and enforceable. IN WITNESS WHEREOF, the Parties have caused this MDNA to be executed as of this 9th day of December , 1996. DIGITAL EQUIPMENT CORPORATION TERAYON Corporation Signed Signed ----------------------------- Jacob Tanz Typed Name Typed Name ----------------------------- Vice President, Marketing Title Title<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>shall bear the transportation costs from the place of delivery specified in the contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor's plant and return. (6) All implied warranties of merchant ability and "fitness for a particular purpose" are excluded from any obligation contained in this contract. (c) Remedies available to the Government. (1) In the event of a breach of the Contractor's warranty in paragraph (b)(1) of this clause, the Government may, at no increase in contract price - (i) Require the Contractor, at the place of delivery specified in the contract (irrespective of the f.o. b. point or the point of acceptance) or at the Contractor's plant, to repair or replace, at the Contractor's election, defective or nonconforming suppies; or (ii) Require the Contractor to furnish at the Contractor's plant the materials or parts and installation instructions required to successfully accomplish the correction. (2) If the Contracting Officer does not require correction or replacment of defective or nonconforming supplies or the Contractor is not obligated to correct or replace under paragraph (b)(3) of this clause, the Government shall be entitled to an equitable reduction in the contract price. (3) The Contracting Officer shall notify the Contractor in writing of any breach of the warranty in paragraph (b) of this clause within 45 days after discovery of the defect or intrusion. The Contractor shall submit to the Contracting Officer a written recommendation within 5 work days as to the corrective action required to remedy the breach. After the notice of breach, but not later than 10 work days after receipt of the Contractor's recommendation for corrective action, the Contracting Officer may, in writing, direct correction or replacement as in paragraph (c)(1) of t<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>his clause, and the Contractor shall, notwithstanding any disagreement regarding the existence of a breach of warranty, comply with this direction. If it is later determined that the Contractor did not breach the warranty in paragraph (b)(1) of this clause, the contract price will be equitably adjusted. (4) If supplies are corrected or replaced, the period for notification of a breach of the Contractor's warranty in paragraph (c)(3) of this clause shall be two years from the furnish<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>are used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Recipient may disclose Confidential Information received hereunder to (i) its Affiliates, to its employees and agents, and its Affiliates’ employees and agents, who have a need to know the Confidential Information, and who agree to protect the Confidential Information from unauthorized use and disclosure. Confidential Information shall be used solely for the Purpose and shall not otherwise be disclosed to any third party without the prior written consent of the Owner. 4. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information, which is: (a) in the public domain as of the date of this Agreement or which later comes into the domain from a source other than the Recipient; (b) in the Recipient’s possession free of any obligation of confidence at the time of Owner’s communication thereof to the Recipient; (c) developed by the Recipient independently of and without reference to any of the Owner’s Confidential Information or other information that the Owner disclosed in confidence to any third party and there is tangible evidence to support such independent development; (d) rightfully obtained by the Recipient from third parties authorized to make such disclosure without restriction; or (e) approved for release by prior written authorization of the Owner. 5. In the event the Recipient is required by law, regulation or court order to disclose any of the Owner’s Confidential Information, the Recipient will promptly notify the Owner in writing prior to making any such disclosure in order to facilitate seeking a protective order by the Owner or other appropriate remedy from the proper authority. The Recipient agrees to cooperate with the Owner in seeking such order or other remedy. The Recipient further agrees that if the Owner is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which it is legally required, and it will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. 6. All Confidential Information disclosed under this Agreement (including without limitation, information in computer software or held in electronic storage media) shall be and remain the property of the Owner. All such Confidential Information in tangible form shall be returned to the Owner promptly upon written request or the termination or expiration of this Agreement, and shall not thereafter be retained in any form by the Recipient, its Affiliates, or any employees or independent contractors of the Recipient or its Affiliates. The Recipient shall also certify to the Owner the timely destruction of all copies of Confidential Information and all notes and memoranda, in whatever form maintained, incorporating any Confidential Information. The Parties’ representatives primarily responsible for coordinating disclosure and receipt of Confidential Information and further responsible for destruction and/or return of Confidential Information, upon termination of this Agreement are: If to Amphenol: Name: Title: Address: Telephone: Facsimile: If to: Name: Title: Address: Telephone: Facsimile: Any notice required or contemplated by this Agreement shall be given in writing to the individuals whose names are set forth above either via hand delivery or by confirmed facsimile transmissio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n or by Federal Express or comparable overnight carrier. 7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither Party shall be obligated by this Agreement to disclose any Confidential Information which it does not wish to disclose or to enter into any other agreement or transaction or to purchase from or provide to the other Party any service or product. 8. The Owner represents that it has the authority to disclose to the Recipient any Confidential Information, which it elects to disclose hereunder. The Owner shall not, however, have any liability or responsibility for errors or omissions in, or any decisions made by the Recipient in reliance on, any Confidential Information disclosed under this Agreement. 9. Each party agrees to protect Confidential Information received from the other by exercising, at a minimum, the same level of care it uses to protect its own confidential information and agrees that it will (a) use such Confidential Information only for the purposes of this Agreement; (b) only make such Confidential Information available to its employees having a “need to know”; (c) not disclose the Confidential Information to any third person, except that Confidential Information may be disclosed to the demand of the Government (d) not copy or reproduce Confidential Information in whole or in part, except as necessary to carry out the purposes of this Agreement, provided that, if they do copy or reproduce Confidential Information in whole or in part, the reproduction shall carry a proprietary notice or legend similar to that which appears on the original; (e) not manufacture, sell, use, or have made devices embodying or utilizing Confidential Information, except as otherwise agreed to by the Parties in writing. 10. Except as may be required by law or to enforce the terms hereof, neither Party shall disclose the existence or terms of this Agreement, or the substance of any discussions or negotiations covered by this Agreement. 11. The Parties acknowledge that Confi<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>tor, board, bureau, or other entity or authority. (e) “Receiving Party” means a Party and/or its Affiliates and their respective Representatives that receives or otherwise obtains specified Confidential Information from a Disclosing Party. (f) “Representatives” means all Persons acting on behalf of a specified Party or its Affiliates, including without limitation, its directors, officers, lenders, employees, agents, representatives, financial advisors, attorneys, accountants, consultants, reserve and valuation and other experts. 2. Use of Confidential Information; Confidentiality. (a) Each Receiving Party shall keep all Confidential Information it receives or obtains from a Disclosing Party confidential and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information, in whole or in part, and shall not use such Confidential Information, directly or indirectly, for any purpose other than in connection with evaluating the Transaction. The exposure of the Receiving Party to the Confidential Information or its disclosure shall not be construed in any way to grant to the Receiving Party any right or license with respect to the Information other than the right to use such Confidential Information strictly in accordance with this Agreement. Moreover, each Receiving Party shall have the right to disclose that it is evaluating the Transaction and transmit Confidential Information to its Representatives only if and to the extent that such Representatives need to know the Confidential Information for the purpose of evaluating the Transaction and are informed by such Receiving Party of the confidential nature of the Confidential Information and agree (in writing) to be bound by the terms of this Agreement. Each Party shall be responsible for any actions by its Affiliates and/or Representatives which are not in accordance with the agreements herein regarding the conduct of its Affiliates and/or Representatives. Visitors shall not take photographs or otherwise record the activities at the other party’s facilities. (b) Promptly following the request of the Disclosing Party, the Receiving Party shall, as directed by the Disclosing Party, (i) destroy (and confirm such destruction in writing to the Disclosing Party) or (ii) return all Information it receives or obtains from a Disclosing Party and all copies thereof, as well as all other materials containing Confidential Information in the Receiving Party’s possession (including, without limitation, notes), without retaining any copies or extracts thereof. (c) Should it be necessary for a Receiving Party, or anyone to whom it transmits Confidential Information pursuant to this Agreement, to disclose any of the Confidential Information it received from a Disclosing Party in order to comply with applicable law or legal process (including, without limitation, the disclosure requirements of any securities exchange), the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement(s) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In any event, the Receiving Party or such Person to whom it transmits Confidential Information pursuant to this Agreement will disclose only that portion of the Confidential Information which, in the reasonable opinion of its legal counsel, it is legally required to disclose and will exercise all reasonable efforts to obtain reliab<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>le assurance that confidential treatment will be accorded to the Confidential Information. (d) Each Party agrees to submit to the other Party all advertising, sales, and promotional materials, press releases and other publicity materials relating to the Transaction wherein the name and/or mark of the other Party is mentioned or containing language from which the connection of said names or marks may be inferred or implied. The Parties further agree not to publish or use such advertising, sales and promotional materials, press releases, or other publicity materials before receiving the prior written approval from the other Party. Such approval shall not be unreasonably withheld or delayed. Without the consent of the other Party, neither Party nor any of its Affiliates or Representatives will disclose to any<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Receiving Party (collectively “Advisors”). All such persons receiving Confidential Information shall have a need to know and shall be bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement. The Receiving Party shall be liable to the Disclosing Party in the event that any of its Employees or Advisors breach such obligations, and upon the Disclosing Party’s request, the Receiving Party shall promptly provide documentary proof of its compliance with the immediately preceding sentence. 2.3. Each party may only make as many copies of Confidential Information as are reasonably necessary for its permitted use under the terms hereof, and each such copy will be marked with the same proprietary notices, indicia and legends that appear on the originals. 2.4. In the event that the Receiving Party is required to <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>disclose Confidential Information to comply with an order of a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, such party shall, to the extent permitted by law and as soon as reasonably practicable under the circumstances, inform the Disclosing Party to allow it an adequate opportunity to object to the disclosure order or to take such other actions as are necessary to preserve the confidentiality of the information. The Receiving Party shall cooperate with the Disclosing Party in such party’s reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment. 3. INTELLECTUAL PROPERTY RIGHTS, CURRENT OR FUTURE DEVELOPMENTS 3.1. As between the Disclosing Party and the Receiving Party, Confidential Information and all applicable intellectual property rights embodied in the Confidential Information shall remain the sole property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights to the Receiving Party or any of its Employees or Advisors, by license or otherwise, to any of the Disclosing Party's Confidential Information, except to the extent as expressly stated in this Agreement. 3.2. The Disclosing Party understands that Receiving Party may currently or in the future be developing information internally, or receiving information from oth<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> of its Confidential Information, Dealer agrees to return all of the Confidential Information delivered to it, and each copy or duplicate thereof, within thirty (30) days of the date of the request thereof. 5. Miscellaneous. (a) Entire Agreement. This Agreement supersedes all prior and contemporaneous negotiations, agreements, discussions and writings and constitutes the entire Agreement between the parties with respect to subject matter hereof. (b) Modification. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right hereunder will be deemed a waiver. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (d) Notice. Any notice required or permitted under this Agreement shall be in writing and shall be delivered and deemed received as follows: (i) by personal delivery or by facsimile (with electronic confirmation) during the recipient’s normal business hours, in which case it shall be deemed received at the time of such delivery or facsimile as the case may be; (ii) by certified or registered mail, in which case it shall be deemed received on the date such return receipt is signed; or (iii) by prepaid nationally recognized overnight courier by next day delivery, in which case it shall be deemed received on the day following the date of deposit with such courier. Any such notice shall be addressed to the parties at the following addresses (or at such other address as either party shall specify to the other by notice given pursuant to this Section): If to CIF: CiF Lab Solutions LP 53 Courtland Ave. Vaughan, ON L4K 3T2 Attention: General Manager Facsimile: (905) 738-6537 (e) Binding Effect/Assignment/Benefits. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Dealer shall not assign this Agreement without the express written permission of <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>CIF.Expect as otherwise provided herein, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. (f) Time of Essence. Time is of the essence as to all of the terms of this Agreement. (g) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. (h) Waiver. The waiver of either party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (i) Severability. The provisions of this Agreement shall be deemed severable from each other, and, if for any reason any section, clause, provision or part thereof is found to be illegal, invalid, unenforceable, or inoperative, such section, clause or provision or part thereof shall not affect the validity or enforceability of any other section, clause, provision or part thereof. (j) Enforcement<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Exhibit (e)(5) March 17, 2010 FLIR Systems, Inc. 27700 SW Parkway Ave. Wilsonville. OR 97070 Attention: Mr. Craig Stoehr Director - Corporate Development and Investor Relations Confidentiality Agreement Ladies and Gentlemen: In connection with your consideration of a possible transaction (a “Transaction”) involving ICx Technologies, Inc. or certain of its affiliates, subsidiaries, assets and/or business divisions (collectively, the “Company”), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein. As used in this letter agreement (this “Agreement”), the term “Evaluation Material” means all information regarding the Company, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you or other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the Company or any of its Representatives (as defined below)<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished before, on or after the date of this Agreement, together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or part, such information. The term “Representatives” includes, without limitation, FLIR Systems, Inc.’s affiliates and its and their respective directors, officers, employees, advisors, agents, representatives, financial institutions providing or underwriting solely debt financing or “controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)); provided, that, should you provide Evaluation Material to any such financial institution seeking to arrange debt financing, you shall promptly provide written notice to the Company as to the identity of any such financial institution. The Company is being advised by Stone Key Partners LLC and the Stone Key Securities division of Hudson Partners Securities LLC (together, “Stone Key”). Use of Evaluation Materials You and your Representatives (i) will use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you or your affiliates and (ii) will keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with the paragraph titled “Compelled Disclosure” below) will not, without the Company’s prior written consent, disclose any information in the Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction with the Company (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material, will be provided with a copy of this Agreement and will agree to be bound by the terms hereof). You will make all reasonable, necessary and appropriate<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>dential Information shall not include any information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Selling Parties or that is disclosed by Selling Parties in accordance with the terms of a prior written consent of Meritage. For the purpose of enforcing this provision, the Company may resort to any remedy available to it under the law. In the event that any Selling Party is requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confidential Information or any other information concerning the Company, the Selling Parties agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Selling Parties with respect to the Company taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Section 2, Selling Parties shall use their reasonable best efforts to disclose only that portion of any Confidential Information which Selling Parties are advised by counsel is legally required and shall exercise all reasonable efforts to ensure that all Confidential Information so disclosed shall be accorded confidential treatment in accordance with this Section 2. 3. Severability. In the event that a court of com<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>petent jurisdiction determines that the Restriction Period is unenforceable, the Restriction Period shall mean *. Additionally, if any pro<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>miting the generality of the foregoing, if any portion of Section 2.01, 2.02, 2.03 or 2.04 is found to be invalid by a court of competent jurisdiction because its duration, the Territory, and/or the Business or any definition or restriction are invalid or unreasonable in scope, such duration, Territory, and/or Business or any definition or restriction, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of Purchasers such that the intent of Purchasers, the Company and Seller, in agreeing to Sections 2.01, 2.02, 2.03 and 2.04, will not be impaired and shall be enforceable to the fullest extent of the applicable laws. ARTICLE III MISCELLANEOUS 3.01 SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by any party hereto, except that Purchasers' and Parent's rights, duties and obligations under this Agreement may be assigned and delegated to any subsidiary of Purchasers or Parent or to the acquiror of Purchasers, Parent or the Business in the event either Purchaser or Parent is merged, acquired, sells substantially all of its interest in the Business, or transfers its interest in the Business to any other entity. From and after any such assignment by Purchasers or Parent, the term "Purchasers" or "Parent," as the case may be, shall mean such assignee, and such assignee may enforce any of the rights of Purchasers or Parent under this Agreement as if it were the original party hereto. 3.02 INTEGRATED AGREEMENT AND CONSIDERATION. This Agreement constitutes the entire Agreement between the parties with regard to its subject matter and supersedes all prior agreements (other than the Asset Sale Agreement and the agreements entered into in connection therewith) relating to the same subject matter. Seller hereby acknowledges that the consideration specified herein and in the Asset Sale Agreement is good and valuable consideration received by Seller for the covenants and undertakings described in this Agreement, and such covenants and undertakings are ancillary to, and an integral part of the transactions contemplated by the Asset Sale Agreement. 3.03 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which shall evidence one and the same agreement. 3.04 GOVERNING LAW. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of New York. 3.05 PRONOUNS. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires. 3.07 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. [Signatures on Next Page] IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf, all on the day and year first written above. SELLER: LUMEX, INC. By: /s/ Robert McNally -------------------------------------------- Name: Robert McNally --------------------------------------- Title: Chief<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> Financial Officer -------------------------------------- PURCHASERS: LUMEX MEDICAL PRODUCTS, INC. By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer MUL ACQUISITION CORP. II By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President<|eot_id|> |