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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|>CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“CNDA”) This Agreement made effective as of the day of , 2015 BETWEEN: CANADIAN PACIFIC RAILWAY COMPANY (“CPR”) – and – [INSERT LEGAL NAME OF SUPPLIER] (“Supplier”) WHEREAS: A. CPR and Supplier are engaged in discussion and negotiating for the provision of certain services; and B. CPR and Supplier have agreed to a process which includes the CNDA by reference to its URL; and C. CPR and Supplier agree to protect each of its respective Confidential Information, as defined hereunder, and both parties agree that disclosure and use of the other party’s Confidential Information shall be subject to the terms and conditions of this CNDA. NOW THEREFORE, in consideration of the mutual premises and the covenants and agreements set forth in this CNDA and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.01 Definitions Definitions can be found at URL: http://www.cpr.ca/en/about-cp/selling-to-cp/information-technology/definitions 1.02 Interpretation For all purposes of this CNDA, except as otherwise expressly provided or unless the context otherwise requires: (a) all references in this CNDA to designated sections, paragraphs or other subdivisions are to the designated sections, paragraphs or other subdivisions of this CNDA; (b) within the CNDA the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this CNDA as a whole and not to any particular section, paragraph or other subdivision; (c) the headings used herein are for convenience only and do not form a part of this CNDA, nor are they intended to interpret, define or limit the scope, extent or intent of this CNDA or any of its provisions; (d) the word “including” when following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (e) any reference to any entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and (f) words importing gender include all genders and words importing the singular include the plural and vice versa. ARTICLE 2- CONFIDENTIAL INFORMATION 2.01 Confidential Information "Confidential Information" means, subject to section 2.02 below any additional information requested by the Supplier and provided by CPR, or any information supplied by either par<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ty that is clearly marked “Confidential” or clearly intended to be disclosed in confidence. 2.02 Not Confidential Information The following shall not, for the purposes of this CNDA, constitute Confidential Information: (a) information relating to the Disclosing Party that is obtained or was previously obtained by the Receiving Party from a third Person who, insofar as is known to the Receiving Party after reasonable inquiry, is not obligated to keep such information confidential; (b) information already known to the Receiving Party at the time of disclosure, as shown by prior written evidence or other evidence satisfactory to the Disclosing Party; (c) information that is or becomes generally available to the public other than as a result of disclosure by the Receiving Party’s violation of this CNDA; and (d) information that the Disclosing Party authorizes the Receiv<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, effective as of the date of the last signature hereto, is between Brooks Technical Solutions, Inc., a Corporation in the State of Florida, U.S.A., having a principal place of business at (hereinafter called "BROOKSTECH"), and , having a principal place of busines<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s at (hereinafter referred to as “”). WHEREAS, BROOKSTECH has or may acquire certain information relating to design methods, procedures, components, structures, business, customers, sales, personnel, business planning, marketing, and manufacturing and desires to disclose such information to for the purposes of evaluating the design of devices and is willing to accept such information and as limited herein. WHEREAS, has or may acquire certain information relating to design methods, procedures, components, structures, business, customers, sales, personnel, business planning, marketing, and manufacturing and desires to disclose such information to BROOKSTECH for the purposes of evaluating the design of devices and BROOKSTECH is willing to accept such information and as limited herein. NOW THEREFORE, the parties agree as follows: 1. “Confidential Information” is defined as any device, graphics, written information, or information in other tangible forms that is disclosed by a disclosing party to a receiving party, for the aforesaid purposes that relates to the above-identified subject area, and that is marked at the time of disclosure as being “Confidential” or “Proprietary” or with words of similar import. Information disclosed orally or visually and identified at that time as “Confidential” shall be considered “Confidential Information” if it is reduced to tangible form, marked “Confidential,” and transmitted to the receiving party within thirty (30) days after the oral or visual disclosure. 2. Unless otherwise expressly authorized by the disclosing party, the receiving party agrees to retain the “Confidential Information” in confidence for a period of three (3) years from the date of receipt of the “Confidential Information” or until such time as the information no longer qualifies as “Confidential Information” under Paragraph 3. During this period the receiving party shall not disclose the received “Confidential Information” to any third party, and shall not use the received “Confidential Information” for any purpose other than the aforesaid purposes. The receiving party further agrees to use the same degree of care, but no less than a reasonable degree of care, with any “Confidential Information” as it would with its own confidential information, and to limit dissemination of the “Confidential Information” to such of its employees who have a need to know of the “Confidential Information.” 3. Notwithstanding any other provisions of this Agreement, each party acknowledges that “Confidential <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>rd, and that in certain circumstances my User ID and password may be equivalent to my legal signature. If I suspect that my User ID or password has been compromised, I should immediately contact FAU’s Office of Information Technology (“FAU OIT”). I have no expectation of privacy when using FAU information systems. FAU shall have the right to record, audit, 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, maintained, 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, Social Security numbers, credit card numbers, Florida driver licenses, and export controlled data). 2. Sensitive Data: Data whose loss or unauth<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>orized disclosure would impair the functions of FAU, cause significant financial or reputational loss, or lead to likely legal liability (e.g., financial information, salary information, policies, research work in progress, and copyrighted or trademarked material). I understand that upon termination of my employment/affiliation/association with FAU, I will immediately return or destroy, as appropriate, any FAU Confidential Information, Restricted Data and Sensitive Data in my possession. I understand that my confidentiality obligations under this Agreement will continue after the termination of this Agreement and after termination of my employment, affiliation or association with FAU. I agree to immediately report any known or suspected violation of the confidentiality or security of PHI of patients of FAU to FAU’s Chief Compliance Officer. I understand that violations of this Agreement may result in revocation of my user privileges and/or disciplinary action, up to and including termination of my employment, affiliation or association with FAU, and that FAU may seek any civil or criminal recourse and/or equitable relief. ☐ By signing or by entering my name and other identifying information on this Agreement, I acknowledge that I have read this Agreement and agree to comply with all of the terms and conditions stated above. Print Name Entity or Department Signature Date FAU ID# Email<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 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. optically, 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 cea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>se 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 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|>e, and Selling Parties acknowledge, that: (i) they are willing and able to engage in a business that is not a Competing Business; (ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties; (iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and (iv) damages cannot compensate the Company in the event of a violation of this Section 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns. Accordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third-party during the period in which the terms 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|>xpense, within five (5) business days after: (i) receipt of a written request from Vapotherm; (ii) a decision by Receiving Party not to enter into any consulting relationship with Vapotherm; or, (iii) within thirty (30) days following the termination of this Agreement. 4. Receiving Party’s Procedures. Receiving Party s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>hall disclose Confidential Information only to those of its employees, agents and independent contractors who have a need to know such information for the Permitted Purpose. Receiving Party shall require all employees, agents and independent contractors who have access to Confidential Information to execute a confidentiality agreement limiting their use of such information to the Permitted Purpose 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|>ors, 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 neg<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 10.24 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This agreement, made as of January 28, 2014 (the “Effective date”), between Vapotherm, Inc. (“Vapotherm”), a corporation located at 22 Industrial Drive, Exeter, NH 03833 and organized under the laws of Delaware, and John Coolidge, located at xxx (the “Receiving Party”). WHEREAS Vapotherm is in the business of developing medical device technology (the “Technology”), and Vapotherm wishes to preserve the secrecy of that Technology. WHEREAS Vapotherm desires to provide Confidential Information to Receiving Party for the specific purposes identified herein, and Receiving Party desires to obtain and evaluate such Confidential Information from Vapotherm for the specific purposes identified herein. NOW THEREFORE, in consideration of mutual covenants and mutual promises set forth herein, the parties hereto agree as follows: 1. Definition. “Confidential Information” shall, mean all intellectual property, business plans, financial records and strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures. “Confidential Information” shall not include: a. Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by Vapotherm; b. Information known to Receiving Party prior to its disclosure by Va<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>potherm, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date the Confidential Informat<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ter systems and storage media that the contractor or subcontractor access have sensitive information and applications, the modification or disclosure of which could cause significant harm or embarrassment to VA beneficiaries and employees and to VA's ability to perform its mission. If the security requirements for accessing, handling, and storing VA data and systems are specified in the contract, the contractor will comply with the contractual security requirements. If the contract does not contain the requirements, the contractor will handle the VA property with the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination, publication, or destruction that the contractor uses to protect its own sensitive information and systems. b. Any VA information, software, applications, computer systems, and hardware accessed by the contractor in the performance of the contract remain the sole property of VA. c. To<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> the extent that any software or applications on the VA systems are protected by copyright, the contractor agrees that it will not copy or disclose them without first obtaining VA's prior written authorization, which will be provided only where authorized under applicable copyright law. d. The contractor, the contractor's employees, and any subcontractor and subcontractor's employees will access the VA information, software, applications, computer systems, and hardware which VA provides, or provides access to, only to the extent necessary, and only for the purpose of performing the contract. The contractor will take reasonable steps to ensure that it will allow only those contractor and subcontractor employees who need to see the VA materials in order to perform the contract to do so. However, this agreement also applies to any other VA systems<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>SSLY DISCLAIMED. 8. The existence of this Agreement and/or the nature of the business conducted between the parties shall not be disclosed at any time by any party(ies) without the prior written permission of the other party. 9. This Agreement may not be modified or amended unless in writing and signed by duly authorized representatives of all parties. 10. The validity, construction and performance of this Agreement and the legal rela<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tions between the parties shall be governed by and construed in accordance with the law of the State of Florida. If any provision of this Agreement, or the application of such provision, is invalid under any applicable statute or rule of law, the remaining provisions of this Agreement shall remain in full force and effect. 11. This Agreement sets forth the entire understanding between the parties with respect to the subject matter herein, and merges and supersedes all prior written agreements, discussions and understandings, expressed or implied, concerning such matters. IN WITNESS WHEREOF, the parties identified below have caused this Agreement to be executed by their duly authorized representatives who agree to be personally bound by this Agreement and represent having the authority to legally bind the identified partnership or corporation to this Agreement. Brooks Technical Solutions, Inc. By: Date: By: Date: ( officer’s signature) Dwight Brooks ( officer’s printed name) Title: President Title: ( officer’s 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|>heir 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 disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ing 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 provisions of this Agreement. In the event that a protective order or other remedy is not obtained in such a proceeding, or the disclosing party fails to waive compliance with the relevant provisions of this Agreement, the receiving party agrees that it will, and will direct its Associates to, disclose only that Confidential Information of the disclosing party which its counsel advises is legally required to be disclosed and will exercise commercially reasonable efforts, and will direct its Associates to exercise their commercially reasonable efforts, at the request and expense of the disclosing party, to cooperate<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>corded 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 with 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 i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tself 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. Hilton ----------------------------------- Name: Steven J. Hilton Title: Co-Chief Executive Officer MTH-HOMES NEVADA, INC., an Arizona corporation By: /s/ Steven J. Hilton ----------------------------------- Name: Steven J. Hilton Title: Co-Chief Executive Officer ZENITH NATIONAL INSURANCE CORP., a Delaware corporation By: /s/ Stanely R. Zax ----------------------------------- Name: Stanley R. Zax Title: President PERMA-BILT, a Nevada Corporation By: /s/ Daniel Schwartz ----------------------------------- Name: Daniel Schwartz Title: President and Chief Executive Officer [Signature Page to Non-Disclosure and Non-Compete Agreement]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>Confidentiality and Non-Disclosure Agreement ("Prospect") and ("Prospect’s Broker”) and (“Listing Broker”) agree to the following terms regarding the real property or business oppor<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>tunity (collectively “Property”) described as: . 1. Confidentiality. Prospect and Prospect’s Broker acknowledge that all information and materials provided by Listing Broker regarding the above-referenced Property is confidential and may not be used for any purpose other than evaluation. Prospect’s and Prospect’s Broker’s dissemination of any information and materials provided by Listing Broker will be limited to attorneys, accountants, banking representatives, and business advisors directly involved with the above-referenced Property. In the event the transaction is not successful, Prospect and Prospect’s Broker will immediately return to Listing Broker any information and materials provided by Listing Broker. 2. Non-Disclosure. Listing Broker, Prospect, and Prospect’s Broker agree not to disclose to any other person the fact that any discussions or negotiations are taking place with regard to the Property, the actual or potential terms, conditions, or facts involved in any such discussions or negotiations. 3. Non-Circumvention. Prospect and Prospect’s Broker agree not to contact the Property owner, landlord, tenants, employees, or customers except through Listing Broker. Prospect and Prospect’s Broker further agree not to circumvent or interfere with Listing Broker’s contract with owner/landlord in any way. 4. Verification of Data. No representation is made by Listing Broker as to the accuracy of the information and materials provided. Prospect and Prospect’s Broker agree to thoroughly review and independently verify the information and materials provided. Listing Broker advises Prospect and Prospect’s Broker to consult appropriate professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property and the transaction contemplated. 5. Disputes. This agreement will be construed in accordance with the laws of the State of Florida. The Listing Broker will be entitled to all remedies provided by law, including but not limited to injunctive relief and damages. In any litigation arising out of this agreement, the prevailing party will be entitled to recover from the non-prevailing party reasonable attorney’s fees, costs, and expenses. 6. Term. This agreement will terminate (if blank, then 1 year) after the conclusion of any discussions or negotiations regarding the above-referenced Property. Prospect Date Prospect’s Broker and Title or Authorized Agent and Title Date Listing Broker and Title or Authorized Agent and Title Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> 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 or 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 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 completen<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ess 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, the General Partner and Receiving Party agrees that money dam<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>pany 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 suffer 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, o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r 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 Agreement will be deemed to have been mutually prepared by the Parties and will not be construed against either of them by reason of authorship.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>No Representation of Accuracy.· Each party acknowledges that neither the other party nor any of its Associates has made any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information made available by the other party or its Associates. Each party agrees that, except as set forth in a definitive agreement executed by the parties, neither party nor any of its Associates shall have any liability to the other party or to any of its Associates relating to or resulting from the use of such other party’s Confidential Information or any errors therein m omissions therefrom. Only those representations or warranties made in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 6. Definitive Agreements. Each party acknowledges and agrees that other than with respect to the matters specifically set forth herein, no contract or agreement providing a Transaction shall be deemed to exist between the parties unless and until a definitive agreement has been executed and delivered. The parties further agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Associates with regard to a Transaction and to terminate discussions or negotiations at any time. 7. Similar Products. Each disclosing party acknowledges that the receiving party or its Associates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the disclosing party’s Confidential Information. Nothing in this Agreement will prohibit the receiving party or its Associates from developing, manufacturing, marketing, selling, servicing or supporting or having developed, manufactured, marketed, sold, serviced or supported for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>died in the disclosing party’s Confidential Information, provided that the receiving party and its Associates do not use any of the disclosing party’s Confidential Information in connection with such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates. 8. Residuals. The receiving party’s employees may use any Residuals for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property right. “Residuals” means information that is retained, as general knowledge and experience, in the unaided memory of the receiving party’s employees who have had access to the disclosing party’s Confidential Information within the scope of the receiving party’s obligations under this Agreement, but who no longer have access to such Confidential Information. However, Residuals does not include any detailed financial or personnel data. The ability to use Residuals shall be narrowly construed, is intended only to alleviate the possibility of inadvertent breach of this Agreement as a result of routine, unaided memory retention, and does not allow the receiving party to use or disclose information known to the receiving party to be Confidential Information that is subject to this Agreement. The me<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>a 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 ac<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>corded 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 with 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 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|>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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 for 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 County Circuit Court, Loudoun County, Virginia. 6. Entire<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>igation of confidentiality. 4. Receiving Party may disclose the Confidential Information of Disclosing Party pursuant to a valid order issued by a court or governmental agency; provided that Receiving Party only discloses that portion of the Confidential Information that is specifically required by the order, and further provided that Receiving Party provides Disclosing Party with: (a) prior written notice of such order, and (b) reasonable opportunity to oppose such disclosure or obtain a protective order or similar relief. Receiving Party agrees to cooperate with Disclosing Party in seeking any such protective order or similar relief. 5. Neither this Agreement nor any disclosure or receipt of Confidential Information shall constitute or imply any promise, intention or commitment by either Party to enter into a business transaction with the other Party. Each Party expressly reserves the right, without giving reasons therefor, to terminate discussions with the other Party, to reject any and all proposals, and to negotiate with any person, with respect to a possible transaction or series of transactions. 6. The disclosure of any Confidential Information by Disclosing Party under the terms of this Agreement does not constitute a representation, warranty, assurance, guarantee or inducement by Disclosing Party to Receiving Party with respect to the accuracy or completeness of the information. 7. All Confidential Information shall remain the exclusive property of Disclosing Party unless such Confidential Information is sold by Disclosing Party to Receiving Party. Nothing contained in this Agreement shall be construed as granting or conferring to Receiving Party or any of its Representatives any rights by license or otherwise in any Confidential Information, or under any trademark, patent, patent application, design work, copyright, trade secret or any other property right now owned or hereafter owned or controlled by Disclosing Party. 8. At any time upon written demand by Disclosing Party, Receiving Party shall, and shall cause its Representatives to, immediately return (or, at the option of Disclosing Party, destroy) all tangible or electronic Confidential Information disclosed to Receiving Party or any of its Representatives under this Agreement, along with all copies, extracts and reproductions of such information and all notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data, prototypes, derivative works and all other works prepared by Receiving Party or any of its Representatives that are derived from or based on any of the Confidential Information. Receiving Party further agrees to promptly provide Disclosing Party with written certification of the satisfaction of the terms of this paragraph by Receiving Party and each of its Representatives that had possession or control of any Confidential Information. Provided, however, that Receiving Party and its Representatives may retain copies of Confidential Information, subject to the restrictions on use and disclosure contained in this Agreeme<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt, in accordance with their respective internal record retention policies for legal, compliance or regulatory purposes or to establish the rights of Receiving Party and its Representatives under this Agreement. 9. Receiving Party agrees that it shall not, and shall cause it Representative not to, remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any original or copies of the Confidential Information it obtains from Disclosing Party, or authorize any third party to do any of the foregoing. 10. Each Party hereto agrees, and shall cause its Representatives, not to announce or disclose to any third person its participation in discussions with the other party concerning the matters contained in this Agreement without the advance written consent of the other Party. Notwithstanding the foregoing, Receiving Party may issue a statement that contains Confidential Information if, in the opinion of its legal counsel, it is required to do so by applicable laws and if it advises Disclosing Party, at least forty-eight hours in advance, of such pending disclosure and consults with Disclosing Party as to the contents of the statement.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures. “Confidential Information” shall not include: a. Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by Vapotherm; b. Information known to Receiving Party prior to its disclosure by Vapotherm, such prior knowledge to be demonstrated by Receiving Party’s records prepared before the date the Confidential Information is disclosed by Vapotherm; c. Information that becomes part of the public domain after the date of disclosure by Vapotherm through no fault of Receiving Party; d. Information that is disclosed by a third party to Receiving Party after the date of disclosure by Vapotherm, where the third party did not require Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from Vapotherm. 2. Purpose. Vapotherm agrees to disclose the Confidential Information only for the following specific purpose (‘Permitted Purpose”): 3. Nondisclosure. The Receiving Party agrees that, in consideration of access to the Confidential Information, it shall hold such Confidential Information in strict confidence and shall take all measures necessary to prevent the Confidential Information from falling into the public domain or into the possession of the persons not bound to this Agreement. The Receiving Party further agrees: a. To use Confidential Information for the Permitted Purpose; b. Not to disclose Confidential Information to any other entity, except as expressly authorized in writing by Vapotherm; c. Not to use Confidential Information in such a way as to hinder, interfere with, or in any way circumvent Vapotherm’s interest in the Technology, or consulting or business relations between and among Vapotherm and third parties; d. Not to copy Confidential Information in whole or in part, without the express written permission of Vapotherm; e. To return Confidential Information, including all copies and records thereof, to Vapotherm, at the Receiving Party’s e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>xpense, within five (5) business days after: (i) receipt of a written request from Vapotherm; (ii) a decision by Receiving Party not to enter into any consulting relationship with Vapotherm; or, (iii) within thirty (30) days following the termination of this Agreement. 4. Receiving Party’s Procedures. Receiving Party s<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or otherwise, to the extent permitted by applicable law or cognizant authority, you will (i) notify the Company in writing immediately of the existence, terms and circumstances surrounding such request or requirement, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement, (iii) if disclosure of any such information is required, disclose only that portion of the information which, upon written advice of your legal counsel, you are legally required to disclose and (iv) exercise your best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such information. In any event, you will cooperate with the Company to obtain such a protective order or other assurance. Any expense you incur in connection with the Company’s desire to narrow or limit the scope of the request or requirement shall be the responsibility of the Company. Non-Solicitation of Employees Until the earlier of (i) the consummation by you of a Transaction, (ii) eighteen months after termination of discussions relating to a possible Transaction between you and the Company, and (iii) two years from the date of this Agreement, you will not, without the Company’s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire, entice away or offer to enter into any contract with, or hire any employee of the Company: provided, however, that this paragraph shall not prohibit you or any of your Representatives from engagement in any general advertising or general solicitation not targeted to the Company’s employees or hiring employees who respond to such a solicitation with no other action or by you or your Representatives in violation of this provision: and provided, further, that, following execution by you and the Company of a definitive agreement providing for a Transaction between you and the Company, this paragraph shall not prohibit you or any of your Representatives from offering employees employment in anticipation of and conditioned upon the consummation of such Transaction. Standstill You represent and warran<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>t to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company. For a period of two years from the date of this Agreement, you will not, directly or indirectly, and you will cause any person or entity controlled by you not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its affiliates, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the 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 e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>s follows: 1. Noncompetition. (a) For the period beginning on the Effective Date and ending on the * anniversary thereof (the "Restriction Period"), neither Selling Parties nor any subsidiary, sister entity, or parent will, directly or indirectly, either as a partner or owner or in any other capacity: (i) engage in the homebuilding or home sales business within 100 miles of the Las Vegas metropolitan area (a "Competing Business"); (ii) recruit, hire or discuss employment for a Competing Business with any person who is, or within the six month period preceding the date of such activity was, an employee of the Company or Meritage (other than as a result of a general solicitation for employment); or (iii) solicit any customer or supplier of the Company for a Competing Business or otherwise attempt to induce any such customer or supplier to discontinue its relationship with the Company. (b) Selling Parties represent to the Company and Meritage, and Selling Parties acknowledge, that: (i) they are willing and able to engage in a business that is not a Competing Business; (ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties; (iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and (iv) damages cannot compensate the Company in the event of a violation of this Section 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns. Accordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third-party during the period in which the terms of this Section 1 are in effect, each shall promptly disclose to such new enterprise or third-party the terms of this Section 1, and shall cause such enterprise or third-party to maintain such information in confidence. Selling Parties further agree and authorize the Company to notify others, including customers of the Company and any such future enterprise or third-party to which either Zenith or Seller may become a partner, member, owner or investor, of the terms of this Section 1 and of their obligations hereunder. (d) Selling Parties hereby agree that the period of time in which this Section 1 is in effect shall be extended for a period equal to the duration of any breach of this Section 1(a) by Selling Parties. (e) Nothing contained in this Agreement shall prohibit Selling Parties or their affiliates or associates, any of their directors, officers or employees, or any of their representatives from investing in stocks, bonds, or other securities of any entity that engages in a Competing Business, provided, however, that in the case of capital stock, such securities are listed on a national securities exchange or traded in the over-the-counter market or registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment does not exceed, in the case of any class of the capital stock of any one issuer, three percent of the issued and outstanding voting power at the time of such investment. In addition, nothing contained herein shall prevent any officer or director of the Selling Parties or their affiliates or associates from serving as a director or trustee of any Competing Business. 2. Protection of Information. Selling Parties recognize and acknowledge that the Company's trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, proprietary information of the Company, as it exists from time to time (collectively, "Confidential Information"), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ystems, 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. optically, 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 consen<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief. 4. In the event of circumvention by the "Parties" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons engaged in or circumvention. This payment will additionally include all reasonable legal expenses incurred by the aggrieved party. 5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters contained 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 sa<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>id 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 spirit 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|>d Transaction. In any event, the Recipient will be responsible for any breach of this Agreement by its Representatives. 4. The Recipient agrees to take all reasonable steps (including those steps that the Recipient takes to protect its own information, data or other tangible or intangible property that it regards as confidential) to ensure the confidentiality of the Disclosing Party’s Confidential Information. 5. Except as provided in Section 3, the Recipient will not, without the consent of the Disclosing Party, (i) disclose to any person the fact that it has obtained the Confidential Information, or (ii) make any disclosure respecting any Proposed Transaction between the parties to any third party, including, without limitation, any suppliers, customers or clients of each party. 6. Notwithstanding the other provisions of this Agreement, the Company and its Representatives may disclose to other potential parties for a Proposed Transaction that it is considering or negotiating a Proposed transaction and the terms and conditions thereof, but may not disclose the involvement of the Company or any other information identifying the involvement of the Company. 7. Notwithstanding the other provisions of this Agreement, the Company or any of its Representatives may disclose Confidential Information to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Proposed Transaction or this Agreement; provided that the Disclosing Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party's expense, to obtain assurances that any such disclosed Confidential Information will be afforded confidential treatment. 8. If the Recipient, or anyone else to whom Confidential Information is provided as permitted by this Agreement, receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, Recipient will make a reasonable effort to provide the Disclosing Party with prompt notice so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Disclosing Party waives compliance with this Agreement, the compelled person will furnish only that portion of the Confidential Information which Recipient is informed by advice of its counsel that it is required to disclose. Ownership of Confidential Information 9. All right, title and interest in and to a Disclosing Party’s Confidential Information will remain the exclusive property of the Disclosing Party and the Confidential Information will be held in trust and confidence by the Recipient and its Representatives. No interest, license or any right respecting the Confidential Information, other than expressly set out in this Agreement, is granted to the Recipient under this Agreement by implication or otherwise. 10. All written, electronic or oral information that contains any part of a Disclosing Party’s Confidential Information (including any Derivative Confidential Information) will remain the property of the Disclosing Party. Return or Destruction of Confidential Information 11. The Recipient will, within five business days of a written request by the Disclosing Party, confirm th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>at it has destroyed the original provided to Recipient (and all copies made by it) any documents (in whatever form or medium) provided, or made available for review by, the Disclosing Party (including any Derivative Confidential Information). Notwithstanding the immediately preceding sentence, the parties agree that destruction will not be made of (i) any electronic copy of any Confidential Information that was created pursuant to the standard electronic backup and archival procedures of the Recipient if (x) personnel of the Recipient whose functions are not primarily internal information technology in nature do not have access to such retained copies and (y) personnel of the Recipient whose functions are primarily internal information technology in nature have access to such copies only as reasonably necessary for the performance of their internal information technology duties (e.g., for purposes of system recovery). The parties further agree that they will continue to treat as confidential in accordance with the Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11. No Liability Regarding Confidential Information 12. The Recipient acknowledges that (i) the Disclosing Party is not obligated to provide any information pursuant to this Agreement, (ii) the Confidential Information is being given to it without liability on the part of the Disclosing Party or any of its Representatives, and (iii) no representation or warranty with respect to the Confidential Information is made by the Discl<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|> for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement. NON-DISCLOSURE The disclosure of your possible interest in negotiating a transaction with the Company could have a material adverse effect on the Company's business if for any reason an agreement is not consummated. Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have entered into this Agreement, that Evaluation Materials have been made available or that discussions or negotiations are taking place concerning a Possible Transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual. RETURN OF DOCUMENTS Upon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company. Notwithstanding the return or destruction of the Evaluation Materials, you and your representatives will continue to be bound by your obligations pursuant to this Agreement. NO UNAUTHORIZED CONTACT OR SOLICITATION During the course of your evaluation, you agree that all inquiries and other communications are to be made directly to CSFB or employees or representatives of the Company specified by CSFB. Without the Company's prior written consent, the persons who are involved in the possible transaction will not for a period of two years from the date of this Agreement directly or indirectly solicit for employment any person who is now employed by the Company (or whose activities are dedicated to the Company) in an executive or management level position or otherwise considered by the Company to be a key employee. STANDSTILL You agree that until one year from the date of this Agreement, you will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement r<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 be determined to be invalid, void or unenforceable by a court or regulatory body of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated unless removal of the provision in question results in a material change to this Agreement. Further, no failure or delay by a party hereto 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 exercise of any rights under this Agreement. 11. Assignment. Neither Party shall assign this Agreement to a third party without the other Party’s prior written consent, which such consent will not be unreasonably withheld, denied, conditioned or delayed; provided, however, that each Party may assign the rights and obligations to any Group Party. 12. Third parties cannot benefit from this Agreement under The Contracts (Rights of Third Parties) Act 1999. 13. Either Party may terminate this Agreement on thirty (30) days written notice to the other Party. 14. Counterparts and Facsimile Delivery. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorised representative of each Party has signed a counterpart. The Parties intend to sign and deliver this Agreement by facsimile transmission. Each Party agrees that the delivery of the Agreement by facsimile shall have the same force and effect as delivery of original signatures and t<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_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 c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ollaboration 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, <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT Re: (Enter Business Name) (“the Business”) and (Enter Recipients name) (“the Recipient”) 1. UNDERTAKING In consideration of our Agreement to supply to you certain written or oral information relating to the Business and entering into discussions relating to the sale of the Business to you (howsoever structured), you the Recipient hereby undertake to us, the Vendor for our benefit and that of the Business, except to the extent that we have given prior written consent, whether or not negotiations for the sale of the Business proceed, that you: 1.1 shall keep secret and confidential our discussions and any information about the Business supplied to you or your advisers by us or by our advisers, whether before or after this Agreement and any analyses or other documents which may be made or prepared by you which contain or otherwise reflect such information or your review of or interest in the Business (“Confidential Information”), and not disclose to any third party any Confidential Information (except such information which comes into the public domain other than as a result of the disclosure by you or by your employees, agents or advisers who need to know such information for the purpose of evaluating whether or not, and on what terms, you might proceed with the proposed purchase); 1.2 shall n<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ot use any Confidential Information for your own purposes or to obtain a commercial, trading or other advantage, but shall use such Confidential Information for the sole purpose of evaluating and negotiating the proposed sale of the Business, and, save as set out above, shall not permit any Confidential Information to go out of your possession, custody or control; 1.3 1.3.1 shall, in connection with the possible sale of the Business, make contact only with Mergers & Acquisitions and not with any other person or persons including our officers, employees or advisers unless otherwise instructed; and 1.3.2 shall not discuss with any of our suppliers, customers or sub-contractors, or with any of our officers, employees, agents or advisers, your possible interest in the Business or any aspects of its business or trading relationships; 1.4 shall not make any announcement or any disclosure, or otherwise publicise, your possible interest in the Business, or of any negotiations with respect thereto; 1.5 shall procure that your employees, agents and advisers, or any other party acting on your instructions to whom disclosure of Confidential Information is to be made, agree before such disclosure to be bound by the terms of this letter as if they were parties hereto; 1.6 shall, immediately upon written request from us, or without such request if you cease to be interested in purchasing the Business, return to us all written Confidential Information and expunge any Confidential 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|>nfidentialInformation” means all information, whether visual, written, electronic or oral, (including any information furnished prior to the execution of this Agreement) related to the products, services, technology, business, customers, working capital, affairs, assets, condition (financial or otherwise) or prospects of a Disclosing Party which is furnished by such Disclosing Party, or otherwise disclosed by such Disclosing Party, to a Receiving Party in connection with the consideration and evaluation of the Transaction (including, without limitation, samples, compounds and ingredients thereof, prototypes, formulae, technical know how, technical data, financial information, payment terms, performance data, product specifications and customer and/or supplier information) and all reports, analyses, compilations, data, studies and other materials (in whatever form maintained, whether documentary, computer storage or otherwise) prepared by the Receiving Party containing or reflecting such furnished information. All such Information shall be identified as confidential and/or proprietary in accordance with the following: (i) in the case of written or electronic information, such Information shall be identified at the time of disclosure with an appropriate legend, marking, stamp, or positive written identification on the face thereof or by an accompanying written statement; (ii) in the case of visual information, such Information shall be identified as confidential at the time of disclosure or as soon thereafter as is reasonably practicable; and (iii) with respect to oral information, such information shall be reduced to written or language form, marked as confidential with an appropriate legend, marking, stamp, or positive written identification, and transmitted to the Receiving Party within thirty (30) days following the oral disclosure. The term “Confidential Information” does not include information (i) which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or anyone to whom the Receiving Party transmits any Information, (ii) which is or becomes known or available to the Receiving Party on a non-confidential basis and not in contravention of applicable law from a source (other than the Disclosing Party) which has represented to the Receiving Party (which the Receiving Party has no reason to disbelieve after due inquiry) that it is entitled to disclose it to the Receiving Party on such basis or (iii) which a Receiving Party can prove (1) was <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lawfully in its possession at the time of disclosure by the Disclosing Party or (2) was developed by the Receiving Party independently of any Information received from the Disclosing Party and without otherwise violating any of the terms of this Agreement. (c) “Disclosing Party” means a Party and/or its Affiliates and their respective Representatives that furnishes specified Confidential Information to the other Party and/or its Affiliates and Representatives. (d) “Person” shall mean any natural person; corporation, firm, body corporate, joint venture, general partnership, limited partnership, union, association, or other similar legal business entity; court, agency, government, tribunal, instrumentality, commission, arbitrator, 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 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|> by the person or persons to whom it is disclosed. 5. Return of Material Upon termination of the business relationship between the Parties, BROOKS shall, upon written request of CLIENT, deliver any records, data, information and other documents, and all copies thereof, furnished by CLIENT to BROOKS. If CLIENT does not request in writing the return of the above material, BROOKS will retain said material for three (3) years after which BROOKS is free to dispose of material if it so desires and will do so after ten (10) days written notice to CLIENT. 6. Governing Law This Agreement shall be governed, construed and interpreted by, and in accordance with, the laws of the State of New York. 7. Survival. This Agreement shall remain in full force and effect until the earliest of: (a) one (1) year after the termination of the business relationship between the Parties; or (b) any alternate termination date specified in a written amendme<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>nt modifying or waiving the term of this Agreement. 8. Headings. The headings of the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof or affect the meaning or interpretation of this Agreement. 9. Complete Agreement. This Agreement sets forth the entire and complete understanding of the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, with respect to the subject matter hereof. No subsequent agreements or contracts between the Parties affect the obligations set forth herein unless this Agreement and the affected sections are explicitly cited in writing. 10. Amendment and Modification. This Agreement may not be amended, modified or supplemented except by a written document of subsequent date hereto, executed by each of the parties hereto, which explicitly references this Section 10. 11. Notice. Any and all notices required or permitted to be given under this Agreement shall be furnished in writing, and delivered either by hand delivery, by overnight courier such as Federal Express or by certified or registered U.S. Mail, postage prepaid, return receipt requested, to the intended recipient at such party’s last known business address. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date set forth above. BROOKS’ BOTTLING COMPANY, LLC By: Ryan Brooks, Manager Date [Company Name] By: Name, Title Date By: Date<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>is Agreement for any reason whatsoever. a) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) known and/or available. b) For purposes of this Agreement, the term "associates" or "contacts" shall be defined as: in the case of a business entity its officers, directors, affiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent (5%) or more of the outstanding equity interest. c) The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each other's propriety knowledge and know-how, and will disclose such information only pursuant to the express written permission of the party who made such information available save where such information deemed to be in the public domain or under the order of a competent Court or Government Agency. d) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a "need to know" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party. e) It is understood and agreed that by reason of this "Agreement" the "Parties" that are involved during the course of business transactions may learn from one another, or from the principals the names, addresses, telephone numbers of lenders, agents, brokers, clients or others hereafter referred to as "Contracts" and or "Associates". f) It is understood and agreed that the "Contracts" of each party hereto are and shall be recognized as exclusive and valuable "Contracts" and that the parties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first provided the "Contract". 2. The Agreement is valid and effective for all purposes, business, communications, negotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the effective date hereof. 3. Each Party represents, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief. 4. In the event of circumvention by the "Parties" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons engaged in or circumvention. This payment will additionally include all reasonable legal expenses incurred by the aggrieved party. 5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters containe<|eot_id|>
<|start_header_id|>assistant<|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|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>) In 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 rights afforded to the Government by any other clause of the contract. DEPARTMENT OF VETERANS AFFAIRS CONTRACTOR SIGNATURE DATE SIGNATURE DATE PRINT NAME PRINT NAME PRINT TITLE PRINT 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|>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 Part<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>y’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 other limited<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ull and exclusive responsibility for any conclusions derived from the Blueknight Non-public Information. (b) Each of Blueknight, 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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|>contract. The contractor will take reasonable steps to ensure that it will allow only those contractor and subcontractor employees who need to see the VA materials in order to perform the contract to do so. However, this agreement also applies to any other VA systems or data to which the contractor may have access to or be disclosed to the contractor. e. The contractor will not authorize anyone else to access, disclose, modify, or destroy the information, software or applications on the VA systems provided or accessed under this contract without VA's prior written authorization. f. The contractor and its employees shall not make any copies of any VA information, including software or applications that are not copyrighted, except as necessary to restore VA computer systems or data storage devices to an operating state. Any copies made by the contractor or subcontractor shall be identified as VA property and handled as sensitive information under this non-disclosure agreement. g. Any information that the contractor and its employees learns about VA data and VA computer systems shall not be recorded except to the extent necessary to perform the contract, and such information, whether recorded or not, shall be handled as sensitive information under this agreement. The contractor may not use or disclose it except as the contractor is permitted to use or disclose VA sensitive information under the contract and this nondisclosure agreement. h. The contractor may disclose VA sensitive information to persons other than in the performance of this contract as authorized by the contract and this agreement in only two situations: (1) pursuant to an order of a court of competent jurisdiction; or (2) with VA's prior written authorization. Prior to any disclosure pursuant to a court order, the contractor shall promptly notify VA of the court order and provide VA with a copy by fax or e-mail, whichever is faster, and notify by telephone the VA individual designated in advance to receive such notices. If the contractor cannot notify VA before being compelled to produce the information under court order, the contractor will notify VA of the disclosure as soon as practical. The notice under this provision will include the following information to the extent that the contractor knows it, if it does not show on the face of the court order: the records disclosed pursuant to the order, to whom, where, and when, for what purpose, and any other information that the contractor reasonably believes is relevant to the disclosure. i. The contractor will refer all requests or demands for production of , or access to, VA data and systems to VA for response. The contractor will immediately inform VA by telephone, fax and/or e-mail of any access, disclosure, disposition or destruction of VA data and systems not authorized under the contract or this agreement. To the extent known, the contractor will notify VA of the information disclosed, to whom, how when, the reason for the access, disclosure, disposition or destruction, and any other information that the contractor considers relevant. VA will provide the contractor with the name, title, telephone number, fax number, and e-mail address of the VA official whom the contractor will notify if the records are requested, sought under a court order, or if any unauthorized access, modification, disposition, or 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 arise 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 instructions 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, "dis<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 o<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r 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 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. (b) Compulsory Disclosure of Evaluation Material. If the Receiving Party or its Representatives are requested or required in any judicial, arbital or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(c) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nonetheless, in the opinion of the Receiving Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the Receivin<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>venience 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 suffer 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 he<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>reof, and supersedes all prior agreements and understandings, written and oral, between the Parties with regard to the subject matter hereof. 11. This Agreement will be deemed to have been mutually prepared by the Parties and will not be construed against either of them by reason of authorship.<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>nditions substantially similar to those of this Agreement. 4. There shall be no liability for disclosure or use of Confidential Information which is (a) in the public domain through no fault of the receiving party (b) rightfully received from a third party without any obligation of confidentiality, (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party, (d) independently developed by the receiving party, (e) generally made available to third parties without any restriction on disclosure, or (f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement (provided that the party so disclosing has provided the other party with a reasonable opportunity to seek protective legal treatment for such Confidential Information). 5. "Residual Information" shall mean any Confidential Information of the disclosing party which may be retained in intangible form in the minds of those individuals of the receiving party who have had proper access to such Confidential Information. Notwithstanding anything else in this Agreement, the receiving party shall be free to use any Residual Information for any purpose whatsoever, including, without limitation, the development of its own products, provided that such party shall not be entitled to disclose Residual Information to any third parties unless such disclosure is in the course of, or as part of, any disclosure of its own products or their development. 6. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information and each of the parties represents that it exercises reasonable care to protect its own Confidential Information. 7. Each of the parties agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party unless otherwise specified in writing by the disclosing party. 8. All materials (including, with<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>out limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain the property of such party and shall be returned to it promptly at its request, together with any copies thereof. 9. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however that each party's obligations under Sections 2 and 3 with respect to Confidential Information of the other party which it has previously received shall continue unless and until such Confidential Information falls within Sections 4 or 5. 10. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, telegram, telex, telecopier, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date first written above. <TABLE> <S> <C> YAHOO! INC. -------------------------------------------- By: /s/ Matt Rowlen By: /s/ M. J. Fahey ------------------------------------- --------------------------------------- Printed Name: Matt Rowlen Printed Name: M. J. Fahey --------------------------- ----------------------------- Title: Manager of Business Development Title: President -------------------------------- ------------------------------------ Address: Yahoo! Address: Lexington, MA -------------------------------- ---------------------------------- -------------------------------- ---------------------------------- -------------------------------- ---------------------------------- </TABLE><|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 & APPROPRIATE USE AGREEMENT FAU has a legal responsibility to safeguard the confidentiality and security of our patients’ protected health information (“PHI”) as well as operational, proprietary, and student and employee information (collectively “FAU Confidential Information”). This information may include, but is not limited to, patient health records, as well as information regarding human resources, payroll, fiscal matters, research, and strategic planning, and may exist in any form, including electronic, video, spoken, or written. This Agreement applies to all m<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>embers of the workforce, including but not limited to, employees, volunteers, students, faculty, physicians, and third parties, whether temporary or permanent, paid or not paid, visiting, or designated as affiliates or associates, who are employed by, contracted with, or under the direct control of FAU. This Agreement also applies to all users who are granted access to FAU-issued computing and technology resources (e.g., desktops, laptops, tablets, mobile phones, printers, etc.), application systems or access to the FAU network, whether the user is affiliated with FAU or not, and whether access to or use of the information systems occurs locally or from remote locations. I hereby agree as follows: I will maintain patient privacy and protect and safeguard the confidentiality and security of PHI and FAU Confidential Information in accordance with Florida and federal laws and FAU policies and procedures. I understand that access to health information created, received, or maintained by FAU or its affiliates is limited to those who have a valid business, medical, or professional need to know the information. I understand that FAU has implemented administrative, technical, and physical safeguards to protect the confidentiality and security of PHI, and I agree not to bypass or disable these safeguards. I will not disclose any PHI to any individual or third party, except as specifically authorized by FAU policies and procedures, and upon receiving a written authorization from the patient (unless otherwise required by applicable law), and then only on a need-to-know basis. I will not use any PHI in an inappropriate, unethical, detrimental or unauthorized manner. I will not discuss any information regarding FAU or patients in an area where unauthorized individuals may overhear such information, including waiting rooms, hallways, elevators and other public areas. I understand that it is strictly prohibited to discuss any FAU Confidential Information or PHI in public areas even if a patient’s name is not used. I understand that I will be given a unique User ID and password to access electronic health, operational, proprietary, student or employee or other confidential information. I understand that my User ID and password are confidential, may only be used by me, that I am responsible for safekeeping my password, that I am also responsible for any activity initiated by my User ID and password, and that in certain circumstances my User ID and password may be equivalent to my legal signature. If I suspect that my User ID or password has been compromised, I should immediately contact FAU’s Office of Information Technology (“FAU OIT”). I have no expectation of privacy when using FAU information systems. FAU shall have the right to record, audit, log, and/or monitor access to or use of its information systems that is attributed to my User ID. I agree to 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|>y makes no express, tacit or implied representations or warranties as to the accuracy or completeness of any Confidential Information, and they shall have no liability to the Receiving Party relating to or arising from the use by the Receiving Party of the Confidential Information or for any errors therein or omissions therefrom. 9 BREACH 9.1 Subject to 9.3, in the event of the Receiving Party committing any breach of the terms of this Agreement, the Disclosing Party shall be entitled, by giving a written notice to this effect to the Receiving Party, to forthwith cancel this Agreement or claim specific performance of the Receiving Party's obligations, without prejudice to its rights to claim damages or such other remedy as the law may allow. 9.2 Neither Party shall be liable to the other Party for any indirect or consequential damages, including loss of profits, business or anticipated savings or for any incidental damages arising from the breach of any of the provisions of this Agreement. 9.3 Notwithstanding the termination or cancellation of this Agreement for any reason whatsoever, the confidentiality undertakings set out in this Agreement (and in particular 4) shall survive any such termination or cancellation. 10 INDEMNITY The Receiving Party acknowledges that the unauthorised disclosure of Confidential Information or any portion thereof to a third party may cause irreparable loss, harm and damage and the Receiving Party accordingly, hereby indemnifies and holds the Disclosing Party harmless against any loss, action, expense, claim, harm or damage of whatever nature, suffered or sustained pursuant to a breach by the Receiving Party of the provisions of this Agreem<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ent. 11 DISCLOSING PARTY'S UNDERTAKING The Disclosing Party confirms that it will – 11.1 use the information and documentation received from the Receiving Party in relation to the Transaction (including the Parties' negotiations and discussions) ("Receiving Party's Information") only for the Purpose, which shall include but not be limited to evaluating any bids received from the Receiving Party, progressing any discussions with the Receiving Party, implementing the Transaction, etc.; and 11.2 only disclose the Receiving Party's Information to its employees, officers, directors, shareholders, representatives, advisers and Affiliates who has a need to know such information. 12 PRINCIPAL ADDRESS(ES) AND NOTICES 12.1 The Parties choose as their principal address(es) ("Address(es)") for all purposes arising from or pursuant to this Agreement, as follows - 12.1.1 Disclosing Party physical - R/E of portion 103 De Kroon 444JQ Brits 0250 Republic of South Africa facsimile - +27 12 381 1111 email - businessrescue@hernic.co.za attention - Peter van der Steen (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|>the State of Illinois applicable to agreements made and to be performed within such State and all disputes shall be venued exclusively in state or federal courts situated in Chicago, Illinois. 10. Securities. Chief Enterprises and the Company each acknowledge that it is aware, and will advise its Representatives, 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 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. 11. Counterparts. This Agreement may be executed in any number of counterparts, no one of which needs to be executed by both Parties, and this Agreement shall be binding upon the Parties with the same force and effect as if each Party had signed the same document, and each such signed counterpart shall constitute an original of this Agreement. 12. Severability. In the event any provision of this Agreement is invalid as applied to any fact or circumstance, it shall be modified by the minimum extent necessary to render it valid, and its invalidity shall not affect the validity of any other provision or the same provision as applied to any other fact or circumstance. 13. Notice. Any notice required or permitted to be given shall be in writing and may be personally served or sent by facsimile or registered mail and shall be presumed to have been given as follows: if personally served, when served; if by fax, on the second business day after transmission thereof on a fax machine to the proper fax number with fax record thereof and confirming letter sent; or if mailed, upon receipt or after the tenth business day after deposit in the mail with airmail postage prepaid and properly addressed, whichever is earlier. For the purposes hereof, the addresses of the Parties hereto (until notice of a change thereof is given as provided in this paragraph) shall be as follows: If to Chief Enterprises: Chief Enterprises, LLC Facsimile: [] Attention: If to the Company: Facsimile: [] Attention: 14. Modification. This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by the Parties hereto. 15. Term and Termination. This Agreement shall be in effect for a period of two (2) years from the date hereof, provided that (i) eit<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>her Party may terminate this Agreement by giving 60 days’ written notice in accordance with the notice provisions hereof and (ii) with respect to Confidential Information disclosed hereunder, the confidentiality obligations set forth in Paragraph 2(a) shall remain in full force and effect for so long as such Confidential Information remains confidential and non-public. Notwithstanding anything to the contrary herein, information or property which is protected by law for a longer period of time (e.g. trade secrets) shall continue to receive all protections to which it is entitled for so long as it qualifies for protection under the applicable law. * * * IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Chief Enterprises, LLC (Company’s Legal Name) By: By: Name: Name: Title: Title: Date: Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ately 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 arise 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 instructions 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 provi<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ders, 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 procedu<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ained herein shall prevent any officer or director of the Selling Parties or their affiliates or associates from serving as a director or trustee of any Competing Business. 2. Protection of Information. Selling Parties recognize and acknowledge that the Company's trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, proprietary information of the Company, as it exists from time to time (collectively, "Confidential Information"), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential 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 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>, 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 with 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. Hilton ----------------------------------- Name: Steven J. Hilton Title: Co-Chief Executive Officer MTH-HOMES NEVADA, INC., an Arizona corporation By: /s/ Steven J. Hilton ----------------------------------- Name: Steven J. Hilton Title: Co-Chief Executive Officer ZENITH NATIONAL INSURANCE CORP., a Delaware corporation By: /s/ Stanely R. Zax ----------------------------------- Name: Stanley R. Zax Title: President PERMA-BILT, a Nevada Corporation By: /s/ Daniel Schwartz ----------------------------------- Name: Daniel Schwartz Title: President and Chief Executive Officer [Signature Page to Non-Disclosure and Non-Compete Agreement]<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>after the execution of this Agreement, it will not in any way, directly or indirectly, for itself or on behalf of or in conjunction with any other person, partnership, firm or corporation hire any employee of the Division or Purchasers as of the Closing Date, or request or induce any employee of the Division or Purchasers as of the Closing Date to terminate his or her employment and accept employment with another entity. 2.05 REMEDIES. Seller acknowledges that any violation of this Article II will cause irreparable harm to Purchasers and Parent and that damages are not an adequate remedy. Seller, therefore, agrees that Purchasers and Parent shall be entitled to an injunction, without the necessity of posting any bond, enjoining, prohibiting, and restraining Seller from the continuance of any such violation, in addition to any monetary recovery that might be available to Purchasers and Parent by reason of a violation of this Agreement and any other remedies at law or in equity, including without limitation specific performance. 2.06 INDEPENDENT. The covenants set forth in the foregoing Sections of Article II are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision thereof. Specifically, and without limiting 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 <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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 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 and Chief Executive Officer PARENT: FUQUA ENTERPRISES, INC. By: /s/ L. P. Klamon -------------------------------------------- Name: Lawrence P. Klamon --------------------------------------- Title: President and Chief Executive Officer -------------------------------------- 6<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>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 a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ny 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 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 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/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 version of this Agreement. IN WITNESS WHEREOF, an authorized representative of the Confidant has executed and delivered this Agreement, as of the (day) day of (month), 2016 (the “Effective Date”). Authorized Signature Print Name: Title: Confidant Contact: Company Name: Contact Name: Title: Telephone: Fax: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>CONFIDENTIALITY AGREEMENT AND NON-DISCLOSURE STATEMENT The undersigned Prospective Investor (“Investor”) is executing this Agreement as of ,20, in connection with the distribution of certain confidential information relative to the possible retail/commercial development site (the "Development") offered by (“Owner”). Any and all information, including but not limited to, location, financial information, title reports, surveys, and other agreements, documents, materials and oral and/or written information with respect to the Property, whether delivered or made available concurrently with this Agreement or to be delivered in the future (collectively, the Confidential Information") shall be subject to the terms of this Agreement The Investor acknowledges and agrees that the Confidential Information is strictly confidential and is intended solely for the Investor’s limited use and benefit in determining whether the Investor desires to express any further interest in the acquisition and development of the Property. With respect to the Confidential Information, the Investor agrees as follows: 1. NON-DISCLOSURE. Investor shall keep the Confidential Information permanently and strictly confidential, and not to disclose or divulge any Confidential <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>Information to, or reproduce any Confidential Information for the benefit of any person or entity other than the Investor’s employees, representatives, consultants, and agents who are actively and directly participating in the analysis of the Development, and in such cases only to the extent reasonably required for such analysis. The Investor also agrees to inform all such employees, representatives, consultants, and agents of the confidential nature of the Confidential Information, to provide them with a copy of this Agreement, to obtain their agreement to act in accordance with the terms and conditions of this Agreement, and to take such other action as may be reasonably necessary to cause such employees to comply with these confidentiality provisions. Investor is strictly prohibited from publishing any news release, public announcement, denial or confirmation with respect to the Development, this Agreement or any information about the Property. The Investor agrees to be fully responsible for any breach of this Agreement caused by such employees, representatives, consultants, and agents. 2. LIMITATION ON USE. Investor’s use of the Confidential Information shall solely be for the purpose of evaluating the Property and the Development. If the Investor elects not to proceed with the Development, or if the undersigned is informed that the Property is no longer available for purchase or if the Investor is otherwise requested by the Owner to return the Confidential Information, the Investor will promptly return all Confidential Information (and all reproductions or destroy electronic copies thereof if any); 3. INDEMNIFICATION. Investor shall indemnify and hold harmless the Owner and its affiliates (and their respective directors, officers, partners, agents and employees) from and against all claims, actions, causes of action, damages, losses and liabilities (including without limitation, reasonable attorney's fees and expenses) arising out of or based upon any breach of this Agreement. The Investor further agrees to indemnify, defend and hold Owner harmless against any and all claims, damages, liabilities, costs or expenses arising in any way related to claims(s) by another broker, finder or similar agent for commissions, fees or other compensation for bringing about a sale of the Property to the Investor if such claims(s) is based from dealings with the Investor. The undersigned further understands, warrants and agrees that: 1. 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|>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, <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>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<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>half 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 mat<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>erials 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 reliable 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 other Person any information regarding its participation in discussions regarding, and evaluation of, the Transaction, including that Information has been made available or the status of the discussions and evaluations, except as required by law and then only with prior written notice as soon as<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT ("Agreement"), is made and entered into effective as of this day of 20, by and between Commercial Investigations LLC, a New York Limited Liability Company located at 130 Remsen Street, Cohoes, NY 12047 (“CI”), and , located at (collectively referred to herein as the “Parties” and individually as a “Party”) who have determined that the Parties need to establish terms governing the use and protection of certain confidential information that one Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”). RECITAL Disclosing Party desires to provide Receiving Party with certain of its proprietary and confidential information for the limited purpose of evaluating the possibility of engaging in a mutually beneficial transaction or relationship. In consideration thereof, and as a condition to disclosure of such information, the Parties hereby agree as follows: 1. Subject to the limitations set forth herein, “Confidential Information” means any and all confidential, proprietary or trade secret information of Disclosing Party (whether oral, written, electronic or otherwise), including but not limited to marketing and sales data, customer lists, customer requirements, price lists, product and service lists, market studies, financial statements, 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 information, 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. 2. Upon receipt of any Confidential Information, Receiving Party shall: (a) only disclose such Confidential Information to those of its Representatives with a need to have access to and knowledge of the Confidential Information for the limited purpose expressly stated herein and not disclose to any other person except with the prior written approval of Disclosing Party; (b) advise any of its Representatives who receive the Confidential Information of the existence and terms of this Agreement and of the obligations of confidentiality and non-disclosure herein; cause its Representatives to comply with this Agreement as if they were parties hereto; and be responsible for any breach of this Agreement by its Representatives; (c) use and require its Representatives to use at least the same degree of care to protect the Confidential Information as they use to protect their own proprietary information, which degree of care shall not be less than reasonable care; and (d) use, and require its Representatives to use, the Confidential Information only for the purpose expressly stated herein; provided that nothing in this Agreement is intended to limit or prevent either Party from continuing to operate its business in the ordinary course, including conducting business with any person who happens also to be a customer or vendor of the other Party. 3. Neither Party hereto shall be obligated to preserve the confidentiality of any Confidential Information that: (a) prior to any disclosure by Disclosing Party was known by Receiving Party, free of any known obligation to keep it confidential; (b) is or becomes publicly available by other than unauthorized disclosure by Receiving Party or any of its Representatives; (c) can verifiably be shown to have been developed by Receiving Party or its Representatives independently of any Confidential Information of Disclosing Party; or (d) is disclosed by a third party, which disclosure does not violate any obligation of confidentiality. 4. Receiving Party may disclos<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>e the Confidential Information of Disclosing Party pursuant to a valid order issued by a court or governmental agency; provided that Receiving Party only discloses that portion of the Confidential Information that is specifically required by the order, and further provided that Receiving Party provides Disclosing Party with: (a) prior written notice of such order, and (b) reasonable opportunity to oppose such disclosure or obtain a protective order or similar relief. Receiving Party agrees to cooperate with Disclosing Party in seeking any such protective order or similar relief. 5. Neither this Agreement nor any disclosure or receipt of Confidential Information shall constitute or imply any promise, intention or commitment by either Party to enter into a business transaction with the other Party. Each Party expressly reserves the right, without giving reasons therefor, to terminate discussions with the other Party, to reject any and all proposals, and to negotiate with any person, with respect to a possible transaction or series of transactions. 6. The disclosure of any Confidential Information by Disclosing Party under the terms of this Agreement does not constitute a representation, warranty, assurance, guarantee or inducement by Disclosing Party to Receiving Party with respect to the accuracy or completeness of the information. 7. All Confidential Information shall remain the exclusive property of Disclosing Party unless such Confidential Information is sold by Disclosing Party to Receiving Party. Nothing contained in this Agreement shall be construed as granting or conferring to Receiving Party or any of its Representatives any rights by license or otherwise in any Confidential Information, or under any trademark, patent, patent application, design work, copyright, trade secret or any other property right now owned or hereafter owned or controlled by Disclosing Party. 8. At any time upon written demand by Disclosing Party, Receiving Party shall, and shall cause its Representatives to, immediately return (or, at the option of Disclosing Party, destroy) all tangible or electronic Confidential Information disclosed to Receiving Party or any of its Representatives under this Agreement, along with all copies, extracts and reproductions of such information and all notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data, prototypes, derivative works and all other works prepared by Receiving Party or any of its Representatives that are derived from or based on any of the Confidential Information. Receiving Party further agrees to promptly provide Disclosing Party with written certification of the satisfaction of the terms of this paragraph by Receiving Party and each of its Representatives that had possession or control of any Confidential Information. Provided, however, that Receiving Party and its Representatives may retain copies of Confidential <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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, effective as of the date of the last signature hereto, is between Brooks Technical Solutions, Inc., a Corporation in the State of Florida, U.S.A., having a principal place of business at (hereinafter called "BROOKSTECH"), and , having a principal place of business at (hereinafter referred to as “”). WHEREAS, BROOKSTECH has or may acquire certain information relating to design methods, procedures, components, structures, business, customers, sales, personnel, business planning, marketing, and manufacturing and desires to disclose such information to for the purposes of evaluating the design of devices and is willing to accept such information and as limited herein. WHEREAS, has or may acquire certain information relating to design methods, procedures, components, structures, business, customers, sales, personnel, business planning, marketing, and manufacturing<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> and desires to disclose such information to BROOKSTECH for the purposes of evaluating the design of devices and BROOKSTECH is willing to accept such information and as limited herein. NOW THEREFORE, the parties agree as follows: 1. “Confidential Information” is defined as any device, graphics, written information, or information in other tangible forms that is disclosed by a disclosing party to a receiving party, for the aforesaid purposes that relates to the above-identified subject area, and that is marked at the time of disclosure as being “Confidential” or “Proprietary” or with words of similar import. Information disclosed orally or visually and identified at that time as “Confidential” shall be considered “Confidential Information” if it is reduced to tangible form, marked “Confidential,” and transmitted to the receiving party within thirty (30) days after the oral or visual disclosure. 2. Unless otherwise expressly authorized by the disclosing party, the receiving party agrees to retain the “Confidential Information” in confidence for a period of three (3) years from the date of receipt of the “Confidential Information” or until such time as the information 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|>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|>
<|start_header_id|>assistant<|end_header_id|> By: Name: Title: Address: AGENCY FOR ITSELF AND ITS ADVERTISER/CLIENT By: Name: Title: Address: ADVERTISER/CLIENT OF AGENCY AS IDENTIFIED TO PRODUCER BY AGENCY: Name of Client: Address of Client: Contact Person: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>older). 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 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 Sectio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n 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 addition 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 possible, to be modified or altered to conform thereto or, if not possible, to be omitted herefrom. The invalidity of any portion hereof shall not affect the force and effect of the remaining valid portion hereof. 7. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND PERFORMANCE) AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION. IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of each party hereto on the date set forth above. AMERICAN UNITED GLOBAL, INC. By: Name: Title: THE STOCKHOLDERS: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>akings 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<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> 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 Permitted Purpose, shall not affect the survival of the non-disclosure obligations under this CNDA, which obligations shall survive for a period of 3 years. 3.09 Governing Law This CNDA shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the Province of Alberta. The Parties irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this CNDA, or any of the transactions contemplated herein. 3.10 No Implied Waiver The failure by any Party at any time to require performance by the other Party of any provision of this CNDA shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of any breach of any provision of this CNDA constitute a waiver of any succeeding breach of the same 3.11 Residuals Notwithstanding the confidentiality obligations contained in Article 2 hereof, the receiving party may, during and after the term hereof, use in its business any Residual Information. “Residual Information” means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party, as a result of such person’s access to, use, review, evaluation, or testing of the Confidential Information of the disclosing party for the purposes described herein. An employee's memory is unaided if the employee has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing it. Nothing in this paragraph, however, shall be deemed to grant to the receiving party a license under the disclosing party’s intellectual property rights 3.12 No Implied Partnership This CNDA is intended to provide for the protection of the Confidential Information from unauthorized disclosure and use, and does not constitute an agreement to cooperate in a joint venture, partnership, or other arrangement, or for CP to retain Supplier in respect of any particular project. Additionally, nothing in this CNDA constitutes a warranty by the Disclosing Party of the accuracy of any Confidential Information. 3.13 Language Laws The parties have requested and agreed that these terms and conditions be drafted in the English language. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement. In Witness whereof the parties have executed this Confidentiality and Non-Disclosure Agreement by its respective duly appointed officer. CANADIAN PACIFIC RAILWAY COMPANY [INSERT SUPPLIER’S LEGAL NAME] Per: Per: Name: Name: Title: Title: Date: Date: <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
<|start_header_id|>user<|end_header_id|>terial to the Furnishing Party. Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other obligations hereunder. 7. Remedies. Each Party agrees that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by it or any of its Representatives, and that in addition to all other remedies which either Party may have, each Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that either Party should institute proceedings to enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including reasonable attorneys' fees and costs, in addition to any other remedies. 8. Communications. CIDCO recognizes EarthLink will incur substantial expenses in conducting a due diligence investigation of CIDCO, and in consideration for EarthLink's doing so, CIDCO agrees to cease and terminate immediately, and to cause its Representatives to cease and terminate immediately, any negotiations (other than with EarthLink and its Representatives) with respect to any proposals relating to any business combination, tender offer or acquisition transaction involving the acquisition by any third party of all or any portion of the stock or assets of CIDCO (any such proposal being a "Third-Party Offer" and any such acquisition being a "Third-Party Acquisition"). In addition, CIDCO agrees that from the date of this Agreement until the earlier of (a) the date a definitive agreement for EarthLink's acquisition of CIDCO is executed, or (b) October 31, 2001 (as the same may be extended by mutual written agreement of the parties, the "Restricted Period"), CIDCO will not, and will not authorize or permit any of its Representatives, to directly or indirectly, solicit, consider or encourage any inquiries or proposals for (or which may reasonably be expected to lead to) any Third-Party Offer, or engage in discussions, conversations, negotiations or other communications with or provide any information to, or otherwise assist or cooperate with any person, entity or group in connection with any Third-Party Offer. Immediately upon receipt of any Third-Party Offer or related inquiry during such period, CIDCO agrees to inform EarthLink of the fact of such Third-Party Offer or related inquiry, including, among other things, the identity of the third-party making such offer or inquiry. Without limiting its application to the entirety of this Agreement, the provisions of Section 7 hereof, including without limitation EarthLink's remedies of specific performance and injunction, shall be specifically applicable to violations of this first paragraph of Section 8. Notwithstanding any other provision of this Agreement, nothing contained in this Section 8 shall prohibit the Board of Directors of CIDCO from, only to the minimum extent required, complying with the mandatory disclosure requirements of Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with regard to an unsolicited Third-Party Offer, pursuant to advice of outside legal counsel, provided, that any recommendation by the Board of Directors other than to recommend rejection of such offer shall be considered an immediate breach of this Section 8. In consideration of the efforts and resources to be expended by EarthLink in its due<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 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 kee<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>p 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, 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 <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_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 violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement. (c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third-party during the period in which the terms of this Section 1 are in effect, each shall promptly disclose to such new enterprise or third-party the terms of this Section 1, and shall cause such enterprise or third-party to maintain such information in confidence. Selling Parties further agree and authorize the Company to notify others, including customers of the Company and any such future enterprise or third-party to which either Zenith or Seller may become a partner, member, owner or investor, of the terms of this Section 1 and of their obligations hereunder. (d) Selling Parties hereby agree that the period of time in which this Section 1 is in effect shall be extended for a period equal to the duration of any breach of this Section 1(a) by Selling Parties. (e) Nothing contained in this Agreement shall prohibit Selling Parties or their affiliates or associates, any of their directors, officers or employees, or any of their representatives from investing in stocks, bonds, or other securities of any entity that engages in a Competing Business, provided, however, that in the case of capital stock, such securities are listed on a national securities exchange or traded in the over-the-counter market or registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment does not exceed, in the case of any class of the capital stock of any one issuer, three percent of the issued and outstanding voting power at the time of such investment. In addition, nothing contained herein shall prevent any officer or director of the Selling Parties or their affiliates or associates from serving as a director or trustee of any Competing Business. 2. Protection of Information. Selling Parties recognize and acknowledge that the Company's trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, proprietary information of the Company, as it exists from time to time (collectively, "Confidential Information"), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential 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 i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>s requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confiden<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on data (e. g. phone, cellphone, e-mail), process og data, usernames from the Controller’s IT / ERP system. . Data subjects mployees, customers, vendors, agents, or consultants of the ontroller based on Services provided. . Data Protection Officer of the Processor : Dr. Kraska, ebastian; +49 89 1891 7360; skraska@iitr.de . Contact for the Processor : securityincident@celonis.com. . Contact for the Controller: To be provided by Controller ia email to Processor at above address. . Permitted Sub-processors rocessor may use the following sub-processors (based on he respective Services according to the relevant Order): ub-processor name and rocessing location (as pplicable) escription of processing mazon Web Services Inc., eattle, United States • Hosting location for ustomers in the United tates and Canada: North irginia, United States • Hosting location for all ther Customers: rankfurt, Germany osting of Cloud Service nd processing of data rovided by the Controller bsorbLMS Technology Ltd., ublin, Republic of Ireland osting of Online Training loud 8 SA (May 2021) appyFox Inc., Frankfurt, ermany peration of the Support icketing Tools icrosoft Corporation, edmond (WA), United States • Hosting location for ustomers in the United tates and Canada: ashington, United tates • Hosting location for ustomers in Japan: okyo, Saitama, Japan • Hosting location for all ther Customers: rankfurt, Germany osting of Cloud Service nd processing of data rovided by the Controller alesforce.com Germany mbH, Munich, Germany peration of the Support icketing Tools serLane GmbH, unich, Germany peration of Guided earning Tours within the nline Training Cloud Tool ur Affiliates (as applicable): elonis SE, Germany elonis, Inc., United States elonis AB, Sweden elonis ApS, Denmark elonis B.V., The Netherlands elonis Canada Ltd., Canada elonis K.K., Japan elonis L.L.C., Kosovo elonis Ltd., United Kingdom elonis SAS, France elonis Schweiz GmbH, witzerland elonis S.L., Spain elonis Srl, Italy ntegromat s.r.o., Czech epublic upport of the Services hrough personnel of such ffiliate. 9 SA (May 2021) xhibit 2– STANDARD CONTRACTUAL CLAUSES (Controller to Processor) or the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established n third countries which do not ensure an adequate level of data protection ame of the data exporting organisation: ddress: … el. …; fax …; e-mail: … ther information needed to identify the organisation: (the data exporter) nd ame of the data importing organisation: ddress: … el. …; fax …; e-mail: … ther information needed to identify the organization: (the data importer) ach a ‘party’; together ‘the parties’, AVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with espect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the ata exporter to the data importer of the personal data specified in Appendix 1. lause 1 Definitions or the purposes of the Clauses: (a)‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r’, ‘data subject’ nd ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European arliament and of the Council of 24 October 1995 on the protection of individuals with regard to the rocessing of personal data and on the free movement of such data; (b) ‘the data exporter’ means the controller who transfers the personal data; (c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data ntended for processing on his behalf after the transfer in accordance with his instructions and the terms f the Clauses and who is not subject to a third country’s system ensuring adequate protection within he meaning of Article 25(1) of Directive 95/46/EC; 0 SA (May 2021) (d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor f the data importer who agrees to receive from the data importer or from any other sub-processor of he data importer personal data exclusively intended for processing activities to be carried out on behalf f the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and he terms of the written subcontract; (e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and reedoms of individuals and, in particular, their right to privacy with respect to the processing of personal ata applicable to a data controller in the Member State in which the data exporter is established; (f)‘technical and organisational security measures’ means those measures aimed at protecting personal ata against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or ccess, in particular where the processing involves the transmission of data over a network, and against ll other unlawful forms of processing. lause 2 Details of the transfer he details of the transfer and in particular the special categories of personal data where applicable are pecified in Appendix 1 which forms an integral part of the Clauses. lause 3 Third-party beneficiary clause .The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), nd (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. .The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or as ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data xporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the ata exporter, in which case the data subject can enforce them against such entity. .The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer ave factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity as assumed the entire legal obligations of the data exporter by contract or by operation of law as a result f which it takes on the rights and obligations of the data exporter, in which case the data subject can nforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own rocessing operations under the Clauses. 1 SA (May 2021) .The parties do not object to a data subject being represented by an association or other body if the data ubject so expressly wishes and if permitted by national law. lause 4 Obligations of the data exporter <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r’, ‘data subject’ nd ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European arliament and of the Council of 24 October 1995 on the protection of individuals with regard to the rocessing of personal data and on the free movement of such data; (b) ‘the data exporter’ means the controller who transfers the personal data; (c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data ntended for processing on his behalf after the transfer in accordance with his instructions and the terms f the Clauses and who is not subject to a third country’s system ensuring adequate protection within he meaning of Article 25(1) of Directive 95/46/EC; 0 SA (May 2021) (d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor f the data importer who agrees to receive from the data importer or from any other sub-processor of he data importer personal data exclusively intended for processing activities to be carried out on behalf f the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and he terms of the written subcontract; (e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and reedoms of individuals and, in particular, their right to privacy with respect to the processing of personal ata applicable to a data controller in the Member State in which the data exporter is established; (f)‘technical and organisational security measures’ means those measures aimed at protecting personal ata against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or ccess, in particular where the processing involves the transmission of data over a network, and against ll other unlawful forms of processing. lause 2 Details of the transfer he details of the transfer and in particular the special categories of personal data where applicable are pecified in Appendix 1 which forms an integral part of the Clauses. lause 3 Third-party beneficiary clause .The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), nd (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. .The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or as ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data xporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the ata exporter, in which case the data subject can enforce them against such entity. .The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer ave factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity as assumed the entire legal obligations of the data exporter by contract or by operation of law as a result f which it takes on the rights and obligations of the data exporter, in which case the data subject can nforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own rocessing operations under the Clauses. 1 SA (May 2021) .The parties do not object to a data subject being represented by an association or other body if the data ubject so expressly wishes and if permitted by national law. lause 4 Obligations of the data exporter <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he data exporter agrees and warrants: (a)that the processing, including the transfer itself, of the personal data has been and will continue to be arried out in accordance with the relevant provisions of the applicable data protection law (and, where pplicable, has been notified to the relevant authorities of the Member State where the data exporter is stablished) and does not violate the relevant provisions of that State; (b)that it has instructed and throughout the duration of the personal data-processing services will instruct he data importer to process the personal data transferred only on the data exporter’s behalf and in ccordance with the applicable data protection law and the Clauses; (c)that the data importer will provide sufficient guarantees in respect of the technical and organisational ecurity measures specified in Appendix 2 to this contract; (d)that after assessment of the requirements of the applicable data protection law, the security measures re appropriate to protect personal data against accidental or unlawful destruction or accidental loss, lteration, unauthorised disclosure or access, in particular where the processing involves the ransmission of data over a network, and against all other unlawful forms of processing, and that these easures ensure a level of security appropriate to the risks presented by the processing and the nature f the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f)that, if the transfer involves special categories of data, the data subject has been informed or will be nformed before, or as soon as possible after, the transfer that its data could be transmitted to a third ountry not providing adequate protection within the mea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he data exporter agrees and warrants: (a)that the processing, including the transfer itself, of the personal data has been and will continue to be arried out in accordance with the relevant provisions of the applicable data protection law (and, where pplicable, has been notified to the relevant authorities of the Member State where the data exporter is stablished) and does not violate the relevant provisions of that State; (b)that it has instructed and throughout the duration of the personal data-processing services will instruct he data importer to process the personal data transferred only on the data exporter’s behalf and in ccordance with the applicable data protection law and the Clauses; (c)that the data importer will provide sufficient guarantees in respect of the technical and organisational ecurity measures specified in Appendix 2 to this contract; (d)that after assessment of the requirements of the applicable data protection law, the security measures re appropriate to protect personal data against accidental or unlawful destruction or accidental loss, lteration, unauthorised disclosure or access, in particular where the processing involves the ransmission of data over a network, and against all other unlawful forms of processing, and that these easures ensure a level of security appropriate to the risks presented by the processing and the nature f the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f)that, if the transfer involves special categories of data, the data subject has been informed or will be nformed before, or as soon as possible after, the transfer that its data could be transmitted to a third ountry not providing adequate protection within the mea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ning of Directive 95/46/EC; (g)to forward any notification received from the data importer or any sub-processor pursuant to Clause (b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue he transfer or to lift the suspension; (h)to make available to the data subjects upon request a copy of the Clauses, with the exception of ppendix 2, and a summary description of the security measures, as well as a copy of any contract for ub-processing services which has to be made in accordance with the Clauses, unless the Clauses or he contract contain commercial information, in which case it may remove such commercial nformation; 2 SA (May 2021) (i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by sub-processor providing at least the same level of protection for the personal data and the rights of ata subject as the data importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i). lause 5 Obligations of the data importer he data importer agrees and warrants: (a)to process the personal data only on behalf of the data exporter and in compliance with its instructions nd the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the ransfer of data and/or terminate the contract; (b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the nstructions received from the data exporter and its obligations under the contract and that in the event f a change in this legislation which is likely to have a substantial adverse effect on the warranties and bligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it s aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the ontract; (c)that it has implemented the technical and organisational security measures specified in Appendix 2 efore processing the personal data transferred; (d)that it will promptly notify the data exporter about: . any legally binding request for disclosure of the personal data by a law enforcement uthority unless otherwise prohibited, such as a prohibition under criminal law to reserve the confidentiality of a law enforcement investigation; i. any accidental or unauthorised access; and ii. any request received directly from the data subjects without responding to that equest, unless it has been otherwise authorised to do so; (e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the ersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard o the processing of the data transferred; 3 SA (May 2021) (f)at the request of the data exporter to submit its data-processing facilities for audit of the processing ctivities covered by the Clauses which shall be carried out by the data exporter or an inspection body omposed of independent members and in possession of the required professional qualifications bound y a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the upervisory authority; (g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for ub-processing, unless the Clauses or contract contain commercial information, in which case it may emove such commercial information, with the exception of Appendix 2 which shall be replaced by a ummary description of the security measures in those cases where the data subject is unable to obtain copy from the data exporter; (h)that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior ritten consent; (i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ning of Directive 95/46/EC; (g)to forward any notification received from the data importer or any sub-processor pursuant to Clause (b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue he transfer or to lift the suspension; (h)to make available to the data subjects upon request a copy of the Clauses, with the exception of ppendix 2, and a summary description of the security measures, as well as a copy of any contract for ub-processing services which has to be made in accordance with the Clauses, unless the Clauses or he contract contain commercial information, in which case it may remove such commercial nformation; 2 SA (May 2021) (i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by sub-processor providing at least the same level of protection for the personal data and the rights of ata subject as the data importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i). lause 5 Obligations of the data importer he data importer agrees and warrants: (a)to process the personal data only on behalf of the data exporter and in compliance with its instructions nd the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the ransfer of data and/or terminate the contract; (b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the nstructions received from the data exporter and its obligations under the contract and that in the event f a change in this legislation which is likely to have a substantial adverse effect on the warranties and bligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it s aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the ontract; (c)that it has implemented the technical and organisational security measures specified in Appendix 2 efore processing the personal data transferred; (d)that it will promptly notify the data exporter about: . any legally binding request for disclosure of the personal data by a law enforcement uthority unless otherwise prohibited, such as a prohibition under criminal law to reserve the confidentiality of a law enforcement investigation; i. any accidental or unauthorised access; and ii. any request received directly from the data subjects without responding to that equest, unless it has been otherwise authorised to do so; (e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the ersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard o the processing of the data transferred; 3 SA (May 2021) (f)at the request of the data exporter to submit its data-processing facilities for audit of the processing ctivities covered by the Clauses which shall be carried out by the data exporter or an inspection body omposed of independent members and in possession of the required professional qualifications bound y a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the upervisory authority; (g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for ub-processing, unless the Clauses or contract contain commercial information, in which case it may emove such commercial information, with the exception of Appendix 2 which shall be replaced by a ummary description of the security measures in those cases where the data subject is unable to obtain copy from the data exporter; (h)that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior ritten consent; (i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data xporter. lause 6 Liability .The parties agree that any data subject, who has suffered damage as a result of any breach of the bligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive ompensation from the data exporter for the damage suffered. .If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the ata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations eferred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to xist in law or has become insolvent, the data importer agrees that the data subject may issue a claim gainst the data importer as if it were the data exporter, unless any successor entity has assumed the ntire legal obligations of the data exporter by contract of by operation of law, in which case the data ubject can enforce its rights against such entity. he data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own iabilities. .If a data subject is not able to bring a claim against the data exporter or the data importer referred to in aragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in lause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared r ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may 4 SA (May 2021) ssue a claim against the data sub-processor with regard to its own processing operations under the lauses as if it were the data exporter or the data importer, unless any successor entity has assumed the ntire legal obligations of the data exporter or data importer by contract or by operation of law, in which ase the data subject can enforce its rights against such entity. The liability of the sub-processor shall be imited to its own processing operations under the Clauses. lause 7 Mediation and jurisdiction .The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or laims compensation for damages under the Clauses, the data importer will accept the decision of the ata subject: (a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory uthority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. .The parties agree that the choice made by the data subject will not prejudice its substantive or procedural ights to seek remedies in accordance with other provisions of national or international law. lause 8 Cooperation with supervisory authorities .The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests r if such deposit is required under the applicable data protection law. .The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and f any sub-processor, which has the same scope and is subject to the same conditions as would apply to n audit of the data exporter under the applicable data protection law. .The data importer shall promptly inform the data exporter about the existence of legislation applicable to t or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, ursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen n Clause 5(b). lause 9 Governing law he Clauses shall be governed by the law of the Member State in which the data exporter is established, namely … lause 10 Variation of the contract he parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding c<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|> (j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data xporter. lause 6 Liability .The parties agree that any data subject, who has suffered damage as a result of any breach of the bligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive ompensation from the data exporter for the damage suffered. .If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the ata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations eferred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to xist in law or has become insolvent, the data importer agrees that the data subject may issue a claim gainst the data importer as if it were the data exporter, unless any successor entity has assumed the ntire legal obligations of the data exporter by contract of by operation of law, in which case the data ubject can enforce its rights against such entity. he data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own iabilities. .If a data subject is not able to bring a claim against the data exporter or the data importer referred to in aragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in lause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared r ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may 4 SA (May 2021) ssue a claim against the data sub-processor with regard to its own processing operations under the lauses as if it were the data exporter or the data importer, unless any successor entity has assumed the ntire legal obligations of the data exporter or data importer by contract or by operation of law, in which ase the data subject can enforce its rights against such entity. The liability of the sub-processor shall be imited to its own processing operations under the Clauses. lause 7 Mediation and jurisdiction .The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or laims compensation for damages under the Clauses, the data importer will accept the decision of the ata subject: (a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory uthority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. .The parties agree that the choice made by the data subject will not prejudice its substantive or procedural ights to seek remedies in accordance with other provisions of national or international law. lause 8 Cooperation with supervisory authorities .The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests r if such deposit is required under the applicable data protection law. .The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and f any sub-processor, which has the same scope and is subject to the same conditions as would apply to n audit of the data exporter under the applicable data protection law. .The data importer shall promptly inform the data exporter about the existence of legislation applicable to t or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, ursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen n Clause 5(b). lause 9 Governing law he Clauses shall be governed by the law of the Member State in which the data exporter is established, namely … lause 10 Variation of the contract he parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lauses n business related issues where required as long as they do not contradict the Clause. 5 SA (May 2021) lause 11 Sub-processing .The data importer shall not subcontract any of its processing operations performed on behalf of the data xporter under the Clauses without the prior written consent of the data exporter. Where the data importer ubcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by ay of a written agreement with the sub-processor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil ts data protection obligations under such written agreement the data importer shall remain fully liable to he data exporter for the performance of the sub-processor’s obligations under such agreement. .The prior written contract between the data importer and the sub-processor shall also provide for a thirdparty beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the laim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data mporter because they have factually disappeared or have ceased to exist in law or have become nsolvent and no successor entity has assumed the entire legal obligations of the data exporter or data mporter by contract or by operation of law. Such third-party liability of the sub-processor shall be limited o its own processing operations under the Clauses. .The provisions relating to data protection aspects for sub-processing of the contract referred to in aragraph 1 shall be governed by the law of the Member State in which the data exporter is established. .The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and otified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list hall be available to the data exporter’s data protection supervisory authority. lause 12 Obligation after the termination of personal data-processing services .The parties agree that on the termination of the provision of data-processing services, the data importer nd the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and he copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter hat it has done so, unless legislation imposed upon the data importer prevents it from returning or estroying all or part of the personal data transferred. In that case, the data importer warrants that it will uarantee the confidentiality of the personal data transferred and will not actively process the personal ata transferred anymore. .The data importer and the sub-processor warrant that upon request of the data exporter and/or of the upervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in aragraph 1. 6 SA (May 2021) n behalf of the data exporter: ame (written out in full): … osition: … ddress: … ther information necessary in order for the contract to be binding (if any): ustomer’s Stamp ustomer’s binding signature: n behalf of the data importer: ame: Wolfgang Döring osition: General Counsel ddress: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany 7 SA (May 2021) ppendix 1 o the Standard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties he Member States may complete or specify, according to their national procedures, any additional necessary nformation to be contained in this Appendix ata exporter he data exporter is (please spe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lauses n business related issues where required as long as they do not contradict the Clause. 5 SA (May 2021) lause 11 Sub-processing .The data importer shall not subcontract any of its processing operations performed on behalf of the data xporter under the Clauses without the prior written consent of the data exporter. Where the data importer ubcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by ay of a written agreement with the sub-processor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil ts data protection obligations under such written agreement the data importer shall remain fully liable to he data exporter for the performance of the sub-processor’s obligations under such agreement. .The prior written contract between the data importer and the sub-processor shall also provide for a thirdparty beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the laim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data mporter because they have factually disappeared or have ceased to exist in law or have become nsolvent and no successor entity has assumed the entire legal obligations of the data exporter or data mporter by contract or by operation of law. Such third-party liability of the sub-processor shall be limited o its own processing operations under the Clauses. .The provisions relating to data protection aspects for sub-processing of the contract referred to in aragraph 1 shall be governed by the law of the Member State in which the data exporter is established. .The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and otified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list hall be available to the data exporter’s data protection supervisory authority. lause 12 Obligation after the termination of personal data-processing services .The parties agree that on the termination of the provision of data-processing services, the data importer nd the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and he copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter hat it has done so, unless legislation imposed upon the data importer prevents it from returning or estroying all or part of the personal data transferred. In that case, the data importer warrants that it will uarantee the confidentiality of the personal data transferred and will not actively process the personal ata transferred anymore. .The data importer and the sub-processor warrant that upon request of the data exporter and/or of the upervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in aragraph 1. 6 SA (May 2021) n behalf of the data exporter: ame (written out in full): … osition: … ddress: … ther information necessary in order for the contract to be binding (if any): ustomer’s Stamp ustomer’s binding signature: n behalf of the data importer: ame: Wolfgang Döring osition: General Counsel ddress: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany 7 SA (May 2021) ppendix 1 o the Standard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties he Member States may complete or specify, according to their national procedures, any additional necessary nformation to be contained in this Appendix ata exporter he data exporter is (please spe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cify briefly Your activities relevant to the transfer): … … ata importer he data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis ontracting Entity”), which is providing the data exporter with a cloud software solution in the field of process ining. n this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 4/7 operations, handle support questions of employees of data exporter on behalf of the respective Celonis ontracting Entity and insofar may have access to personal data related to the data importer’s instance of the loud services and create and process support ticket data. Where explicitly requested by data exporter’s ersonnel, data importer may “shadow” users and therefore see contents of the data exporter’s analysed source ystem data. ata subjects he personal data transferred concern the following categories of data subjects (please specify): mployees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of ubjects may be agreed by the parties. ategories of data he personal data transferred concern the following categories of data (please specify): ame, user name /ID, log and protocol data, business contact information such as telephone and e-mail and ddress data. pecial categories of data (if appropriate) he personal data transferred concern the following special categories of data (please specify): ot applicable rocessing operations 8 SA (May 2021) he personal data transferred will be subject to the following basic processing activities (please specify): rovision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, dministration services related to cloud service hosting and operation DATA EXPORTER ame: … uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature: 9 SA (May 2021) ppendix 2 - to the Sta<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cify briefly Your activities relevant to the transfer): … … ata importer he data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis ontracting Entity”), which is providing the data exporter with a cloud software solution in the field of process ining. n this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 4/7 operations, handle support questions of employees of data exporter on behalf of the respective Celonis ontracting Entity and insofar may have access to personal data related to the data importer’s instance of the loud services and create and process support ticket data. Where explicitly requested by data exporter’s ersonnel, data importer may “shadow” users and therefore see contents of the data exporter’s analysed source ystem data. ata subjects he personal data transferred concern the following categories of data subjects (please specify): mployees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of ubjects may be agreed by the parties. ategories of data he personal data transferred concern the following categories of data (please specify): ame, user name /ID, log and protocol data, business contact information such as telephone and e-mail and ddress data. pecial categories of data (if appropriate) he personal data transferred concern the following special categories of data (please specify): ot applicable rocessing operations 8 SA (May 2021) he personal data transferred will be subject to the following basic processing activities (please specify): rovision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, dministration services related to cloud service hosting and operation DATA EXPORTER ame: … uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature: 9 SA (May 2021) ppendix 2 - to the Sta<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ndard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties. escription of the technical and organisational security measures implemented by the data importer in accordance with lauses 4(d) and 5(c): . Confidentiality .1 Entry control ☒ Locked building ☒ Locked offices ☒ Mechanical security locking system ☒ Documented key issuance ☒ Secure areas only accessible for employees with Key Card ☒ Locked server rooms with entry control ☒ Locked server cabinets ☒ Electronic entry control ☒ Daily security service for offices and building ☒ Monitoring of all visitors during their stay in the office .2. Access control ☒ Personalized user ☒ Password convention with a complex password and a minimum number of characters ☒ Central authentication with a user name and password ☒ Access blocked after too many incorrect password entries ☒ Encrypted notebooks ☒ A secure line connection for external access ☒ Use of an up-to-date firewall .3 Usage control ☒ Role-based authorization process ☒ Application-specific authentication with user name and password ☒ Logging user u<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Master Services Agreement, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ndard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties. escription of the technical and organisational security measures implemented by the data importer in accordance with lauses 4(d) and 5(c): . Confidentiality .1 Entry control ☒ Locked building ☒ Locked offices ☒ Mechanical security locking system ☒ Documented key issuance ☒ Secure areas only accessible for employees with Key Card ☒ Locked server rooms with entry control ☒ Locked server cabinets ☒ Electronic entry control ☒ Daily security service for offices and building ☒ Monitoring of all visitors during their stay in the office .2. Access control ☒ Personalized user ☒ Password convention with a complex password and a minimum number of characters ☒ Central authentication with a user name and password ☒ Access blocked after too many incorrect password entries ☒ Encrypted notebooks ☒ A secure line connection for external access ☒ Use of an up-to-date firewall .3 Usage control ☒ Role-based authorization process ☒ Application-specific authentication with user name and password ☒ Logging user u<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sage ☒ Encryption of mobile data media ☒ Allocation of authorizations only after approval by the data owner ☒ Protected storage of data media ☒ Destruction of paper documents in compliance with data protection law ☒ Administrative users are kept to a minimum and documented. .4 Pseudonymization 0 SA (May 2021) ☒ Pseudonymization takes place immediately upon request by the client. .5 Separation control ☒ Client separation within the data processing system ☒ Separation of productive and test systems . Integrity .1 Transmission control ☒ VPN connections ☒ The use of private storage media is prohibited ☒ Special protection when physically transporting data media .2 Input control ☒ Traceability when assigning, changing and deleting user authorizations .3 Contractual order control ☒ Documentation of processing activities ☒ Careful selection of processors ☒ No use of processors who have not entered into agreement pursuant to Article 28 GDPR ☒ Written agreement with the processor on the data protection minimum standard ☒ Appropriate monitoring of the processor ☒ Assuring compliant destruction or return of the data upon completion of the assignment . Availability and reliability ☒ Routine documented patch management for end servers ☒ Routine documented patch management for end devices ☒ Downloading security-critical patches within 72 hours ☒ Data storage on storage system ☒ Uninterrupted power supply ☒ Early fire detection . Procedure for routine review, assessment, and evaluation ☒ Appointment of a data protection officer ☒ Routine documented training of employees involved in data processing ☒ Routine auditing of the procedures ☒ Routine review of the latest technical standards pursuant to Article 32 GDPR DATA EXPORTER ame: … 1 SA (May 2021) uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on data (e. g. phone, cellphone, e-mail), process og data, usernames from the Controller’s IT / ERP system. . Data subjects mployees, customers, vendors, agents, or consultants of the ontroller based on Services provided. . Data Protection Officer of the Processor : Dr. Kraska, ebastian; +49 89 1891 7360; skraska@iitr.de . Contact for the Processor : securityincident@celonis.com. . Contact for the Controller: To be provided by Controller ia email to Processor at above address. . Permitted Sub-processors rocessor may use the following sub-processors (based on he respective Services according to the relevant Order): ub-processor name and rocessing location (as pplicable) escription of processing mazon Web Services Inc., eattle, United States • Hosting location for ustomers in the United tates and Canada: North irginia, United States • Hosting location for all ther Customers: rankfurt, Germany osting of Cloud Service nd processing of data rovided by the Controller bsorbLMS Technology Ltd., ublin, Republic of Ireland osting of Online Training loud 8 SA (May 2021) appyFox Inc., Frankfurt, ermany peration of the Support icketing Tools icrosoft Corporation, edmond (WA), United States • Hosting location for ustomers in the United tates and Canada: ashington, United tates • Hosting location for ustomers in Japan: okyo, Saitama, Japan • Hosting location for all ther Customers: rankfurt, Germany osting of Cloud Service nd processing of data rovided by the Controller alesforce.com Germany mbH, Munich, Germany peration of the Support icketing Tools serLane GmbH, unich, Germany peration of Guided earning Tours within the nline Training Cloud Tool ur Affiliates (as applicable): elonis SE, Germany elonis, Inc., United States elonis AB, Sweden elonis ApS, Denmark elonis B.V., The Netherlands elonis Canada Ltd., Canada elonis K.K., Japan elonis L.L.C., Kosovo elonis Ltd., United Kingdom elonis SAS, France elonis Schweiz GmbH, witzerland elonis S.L., Spain elonis Srl, Italy ntegromat s.r.o., Czech epublic upport of the Services hrough personnel of such ffiliate. 9 SA (May 2021) xhibit 2– STANDARD CONTRACTUAL CLAUSES (Controller to Processor) or the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established n third countries which do not ensure an adequate level of data protection ame of the data exporting organisation: ddress: … el. …; fax …; e-mail: … ther information needed to identify the organisation: (the data exporter) nd ame of the data importing organisation: ddress: … el. …; fax …; e-mail: … ther information needed to identify the organization: (the data importer) ach a ‘party’; together ‘the parties’, AVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with espect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the ata exporter to the data importer of the personal data specified in Appendix 1. lause 1 Definitions or the purposes of the Clauses: (a)‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r’, ‘data subject’ nd ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European arliament and of the Council of 24 October 1995 on the protection of individuals with regard to the rocessing of personal data and on the free movement of such data; (b) ‘the data exporter’ means the controller who transfers the personal data; (c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data ntended for processing on his behalf after the transfer in accordance with his instructions and the terms f the Clauses and who is not subject to a third country’s system ensuring adequate protection within he meaning of Article 25(1) of Directive 95/46/EC; 0 SA (May 2021) (d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor f the data importer who agrees to receive from the data importer or from any other sub-processor of he data importer personal data exclusively intended for processing activities to be carried out on behalf f the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and he terms of the written subcontract; (e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and reedoms of individuals and, in particular, their right to privacy with respect to the processing of personal ata applicable to a data controller in the Member State in which the data exporter is established; (f)‘technical and organisational security measures’ means those measures aimed at protecting personal ata against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or ccess, in particular where the processing involves the transmission of data over a network, and against ll other unlawful forms of processing. lause 2 Details of the transfer he details of the transfer and in particular the special categories of personal data where applicable are pecified in Appendix 1 which forms an integral part of the Clauses. lause 3 Third-party beneficiary clause .The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), nd (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. .The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or as ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data xporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the ata exporter, in which case the data subject can enforce them against such entity. .The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer ave factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity as assumed the entire legal obligations of the data exporter by contract or by operation of law as a result f which it takes on the rights and obligations of the data exporter, in which case the data subject can nforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own rocessing operations under the Clauses. 1 SA (May 2021) .The parties do not object to a data subject being represented by an association or other body if the data ubject so expressly wishes and if permitted by national law. lause 4 Obligations of the data exporter <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r’, ‘data subject’ nd ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European arliament and of the Council of 24 October 1995 on the protection of individuals with regard to the rocessing of personal data and on the free movement of such data; (b) ‘the data exporter’ means the controller who transfers the personal data; (c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data ntended for processing on his behalf after the transfer in accordance with his instructions and the terms f the Clauses and who is not subject to a third country’s system ensuring adequate protection within he meaning of Article 25(1) of Directive 95/46/EC; 0 SA (May 2021) (d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor f the data importer who agrees to receive from the data importer or from any other sub-processor of he data importer personal data exclusively intended for processing activities to be carried out on behalf f the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and he terms of the written subcontract; (e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and reedoms of individuals and, in particular, their right to privacy with respect to the processing of personal ata applicable to a data controller in the Member State in which the data exporter is established; (f)‘technical and organisational security measures’ means those measures aimed at protecting personal ata against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or ccess, in particular where the processing involves the transmission of data over a network, and against ll other unlawful forms of processing. lause 2 Details of the transfer he details of the transfer and in particular the special categories of personal data where applicable are pecified in Appendix 1 which forms an integral part of the Clauses. lause 3 Third-party beneficiary clause .The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), nd (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. .The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or as ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data xporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the ata exporter, in which case the data subject can enforce them against such entity. .The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer ave factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity as assumed the entire legal obligations of the data exporter by contract or by operation of law as a result f which it takes on the rights and obligations of the data exporter, in which case the data subject can nforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own rocessing operations under the Clauses. 1 SA (May 2021) .The parties do not object to a data subject being represented by an association or other body if the data ubject so expressly wishes and if permitted by national law. lause 4 Obligations of the data exporter <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he data exporter agrees and warrants: (a)that the processing, including the transfer itself, of the personal data has been and will continue to be arried out in accordance with the relevant provisions of the applicable data protection law (and, where pplicable, has been notified to the relevant authorities of the Member State where the data exporter is stablished) and does not violate the relevant provisions of that State; (b)that it has instructed and throughout the duration of the personal data-processing services will instruct he data importer to process the personal data transferred only on the data exporter’s behalf and in ccordance with the applicable data protection law and the Clauses; (c)that the data importer will provide sufficient guarantees in respect of the technical and organisational ecurity measures specified in Appendix 2 to this contract; (d)that after assessment of the requirements of the applicable data protection law, the security measures re appropriate to protect personal data against accidental or unlawful destruction or accidental loss, lteration, unauthorised disclosure or access, in particular where the processing involves the ransmission of data over a network, and against all other unlawful forms of processing, and that these easures ensure a level of security appropriate to the risks presented by the processing and the nature f the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f)that, if the transfer involves special categories of data, the data subject has been informed or will be nformed before, or as soon as possible after, the transfer that its data could be transmitted to a third ountry not providing adequate protection within the mea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he data exporter agrees and warrants: (a)that the processing, including the transfer itself, of the personal data has been and will continue to be arried out in accordance with the relevant provisions of the applicable data protection law (and, where pplicable, has been notified to the relevant authorities of the Member State where the data exporter is stablished) and does not violate the relevant provisions of that State; (b)that it has instructed and throughout the duration of the personal data-processing services will instruct he data importer to process the personal data transferred only on the data exporter’s behalf and in ccordance with the applicable data protection law and the Clauses; (c)that the data importer will provide sufficient guarantees in respect of the technical and organisational ecurity measures specified in Appendix 2 to this contract; (d)that after assessment of the requirements of the applicable data protection law, the security measures re appropriate to protect personal data against accidental or unlawful destruction or accidental loss, lteration, unauthorised disclosure or access, in particular where the processing involves the ransmission of data over a network, and against all other unlawful forms of processing, and that these easures ensure a level of security appropriate to the risks presented by the processing and the nature f the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f)that, if the transfer involves special categories of data, the data subject has been informed or will be nformed before, or as soon as possible after, the transfer that its data could be transmitted to a third ountry not providing adequate protection within the mea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ning of Directive 95/46/EC; (g)to forward any notification received from the data importer or any sub-processor pursuant to Clause (b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue he transfer or to lift the suspension; (h)to make available to the data subjects upon request a copy of the Clauses, with the exception of ppendix 2, and a summary description of the security measures, as well as a copy of any contract for ub-processing services which has to be made in accordance with the Clauses, unless the Clauses or he contract contain commercial information, in which case it may remove such commercial nformation; 2 SA (May 2021) (i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by sub-processor providing at least the same level of protection for the personal data and the rights of ata subject as the data importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i). lause 5 Obligations of the data importer he data importer agrees and warrants: (a)to process the personal data only on behalf of the data exporter and in compliance with its instructions nd the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the ransfer of data and/or terminate the contract; (b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the nstructions received from the data exporter and its obligations under the contract and that in the event f a change in this legislation which is likely to have a substantial adverse effect on the warranties and bligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it s aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the ontract; (c)that it has implemented the technical and organisational security measures specified in Appendix 2 efore processing the personal data transferred; (d)that it will promptly notify the data exporter about: . any legally binding request for disclosure of the personal data by a law enforcement uthority unless otherwise prohibited, such as a prohibition under criminal law to reserve the confidentiality of a law enforcement investigation; i. any accidental or unauthorised access; and ii. any request received directly from the data subjects without responding to that equest, unless it has been otherwise authorised to do so; (e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the ersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard o the processing of the data transferred; 3 SA (May 2021) (f)at the request of the data exporter to submit its data-processing facilities for audit of the processing ctivities covered by the Clauses which shall be carried out by the data exporter or an inspection body omposed of independent members and in possession of the required professional qualifications bound y a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the upervisory authority; (g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for ub-processing, unless the Clauses or contract contain commercial information, in which case it may emove such commercial information, with the exception of Appendix 2 which shall be replaced by a ummary description of the security measures in those cases where the data subject is unable to obtain copy from the data exporter; (h)that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior ritten consent; (i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ning of Directive 95/46/EC; (g)to forward any notification received from the data importer or any sub-processor pursuant to Clause (b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue he transfer or to lift the suspension; (h)to make available to the data subjects upon request a copy of the Clauses, with the exception of ppendix 2, and a summary description of the security measures, as well as a copy of any contract for ub-processing services which has to be made in accordance with the Clauses, unless the Clauses or he contract contain commercial information, in which case it may remove such commercial nformation; 2 SA (May 2021) (i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by sub-processor providing at least the same level of protection for the personal data and the rights of ata subject as the data importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i). lause 5 Obligations of the data importer he data importer agrees and warrants: (a)to process the personal data only on behalf of the data exporter and in compliance with its instructions nd the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the ransfer of data and/or terminate the contract; (b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the nstructions received from the data exporter and its obligations under the contract and that in the event f a change in this legislation which is likely to have a substantial adverse effect on the warranties and bligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it s aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the ontract; (c)that it has implemented the technical and organisational security measures specified in Appendix 2 efore processing the personal data transferred; (d)that it will promptly notify the data exporter about: . any legally binding request for disclosure of the personal data by a law enforcement uthority unless otherwise prohibited, such as a prohibition under criminal law to reserve the confidentiality of a law enforcement investigation; i. any accidental or unauthorised access; and ii. any request received directly from the data subjects without responding to that equest, unless it has been otherwise authorised to do so; (e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the ersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard o the processing of the data transferred; 3 SA (May 2021) (f)at the request of the data exporter to submit its data-processing facilities for audit of the processing ctivities covered by the Clauses which shall be carried out by the data exporter or an inspection body omposed of independent members and in possession of the required professional qualifications bound y a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the upervisory authority; (g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for ub-processing, unless the Clauses or contract contain commercial information, in which case it may emove such commercial information, with the exception of Appendix 2 which shall be replaced by a ummary description of the security measures in those cases where the data subject is unable to obtain copy from the data exporter; (h)that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior ritten consent; (i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data xporter. lause 6 Liability .The parties agree that any data subject, who has suffered damage as a result of any breach of the bligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive ompensation from the data exporter for the damage suffered. .If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the ata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations eferred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to xist in law or has become insolvent, the data importer agrees that the data subject may issue a claim gainst the data importer as if it were the data exporter, unless any successor entity has assumed the ntire legal obligations of the data exporter by contract of by operation of law, in which case the data ubject can enforce its rights against such entity. he data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own iabilities. .If a data subject is not able to bring a claim against the data exporter or the data importer referred to in aragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in lause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared r ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may 4 SA (May 2021) ssue a claim against the data sub-processor with regard to its own processing operations under the lauses as if it were the data exporter or the data importer, unless any successor entity has assumed the ntire legal obligations of the data exporter or data importer by contract or by operation of law, in which ase the data subject can enforce its rights against such entity. The liability of the sub-processor shall be imited to its own processing operations under the Clauses. lause 7 Mediation and jurisdiction .The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or laims compensation for damages under the Clauses, the data importer will accept the decision of the ata subject: (a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory uthority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. .The parties agree that the choice made by the data subject will not prejudice its substantive or procedural ights to seek remedies in accordance with other provisions of national or international law. lause 8 Cooperation with supervisory authorities .The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests r if such deposit is required under the applicable data protection law. .The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and f any sub-processor, which has the same scope and is subject to the same conditions as would apply to n audit of the data exporter under the applicable data protection law. .The data importer shall promptly inform the data exporter about the existence of legislation applicable to t or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, ursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen n Clause 5(b). lause 9 Governing law he Clauses shall be governed by the law of the Member State in which the data exporter is established, namely … lause 10 Variation of the contract he parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding c<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|> (j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data xporter. lause 6 Liability .The parties agree that any data subject, who has suffered damage as a result of any breach of the bligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive ompensation from the data exporter for the damage suffered. .If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the ata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations eferred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to xist in law or has become insolvent, the data importer agrees that the data subject may issue a claim gainst the data importer as if it were the data exporter, unless any successor entity has assumed the ntire legal obligations of the data exporter by contract of by operation of law, in which case the data ubject can enforce its rights against such entity. he data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own iabilities. .If a data subject is not able to bring a claim against the data exporter or the data importer referred to in aragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in lause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared r ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may 4 SA (May 2021) ssue a claim against the data sub-processor with regard to its own processing operations under the lauses as if it were the data exporter or the data importer, unless any successor entity has assumed the ntire legal obligations of the data exporter or data importer by contract or by operation of law, in which ase the data subject can enforce its rights against such entity. The liability of the sub-processor shall be imited to its own processing operations under the Clauses. lause 7 Mediation and jurisdiction .The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or laims compensation for damages under the Clauses, the data importer will accept the decision of the ata subject: (a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory uthority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. .The parties agree that the choice made by the data subject will not prejudice its substantive or procedural ights to seek remedies in accordance with other provisions of national or international law. lause 8 Cooperation with supervisory authorities .The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests r if such deposit is required under the applicable data protection law. .The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and f any sub-processor, which has the same scope and is subject to the same conditions as would apply to n audit of the data exporter under the applicable data protection law. .The data importer shall promptly inform the data exporter about the existence of legislation applicable to t or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, ursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen n Clause 5(b). lause 9 Governing law he Clauses shall be governed by the law of the Member State in which the data exporter is established, namely … lause 10 Variation of the contract he parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lauses n business related issues where required as long as they do not contradict the Clause. 5 SA (May 2021) lause 11 Sub-processing .The data importer shall not subcontract any of its processing operations performed on behalf of the data xporter under the Clauses without the prior written consent of the data exporter. Where the data importer ubcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by ay of a written agreement with the sub-processor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil ts data protection obligations under such written agreement the data importer shall remain fully liable to he data exporter for the performance of the sub-processor’s obligations under such agreement. .The prior written contract between the data importer and the sub-processor shall also provide for a thirdparty beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the laim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data mporter because they have factually disappeared or have ceased to exist in law or have become nsolvent and no successor entity has assumed the entire legal obligations of the data exporter or data mporter by contract or by operation of law. Such third-party liability of the sub-processor shall be limited o its own processing operations under the Clauses. .The provisions relating to data protection aspects for sub-processing of the contract referred to in aragraph 1 shall be governed by the law of the Member State in which the data exporter is established. .The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and otified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list hall be available to the data exporter’s data protection supervisory authority. lause 12 Obligation after the termination of personal data-processing services .The parties agree that on the termination of the provision of data-processing services, the data importer nd the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and he copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter hat it has done so, unless legislation imposed upon the data importer prevents it from returning or estroying all or part of the personal data transferred. In that case, the data importer warrants that it will uarantee the confidentiality of the personal data transferred and will not actively process the personal ata transferred anymore. .The data importer and the sub-processor warrant that upon request of the data exporter and/or of the upervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in aragraph 1. 6 SA (May 2021) n behalf of the data exporter: ame (written out in full): … osition: … ddress: … ther information necessary in order for the contract to be binding (if any): ustomer’s Stamp ustomer’s binding signature: n behalf of the data importer: ame: Wolfgang Döring osition: General Counsel ddress: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany 7 SA (May 2021) ppendix 1 o the Standard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties he Member States may complete or specify, according to their national procedures, any additional necessary nformation to be contained in this Appendix ata exporter he data exporter is (please spe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lauses n business related issues where required as long as they do not contradict the Clause. 5 SA (May 2021) lause 11 Sub-processing .The data importer shall not subcontract any of its processing operations performed on behalf of the data xporter under the Clauses without the prior written consent of the data exporter. Where the data importer ubcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by ay of a written agreement with the sub-processor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil ts data protection obligations under such written agreement the data importer shall remain fully liable to he data exporter for the performance of the sub-processor’s obligations under such agreement. .The prior written contract between the data importer and the sub-processor shall also provide for a thirdparty beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the laim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data mporter because they have factually disappeared or have ceased to exist in law or have become nsolvent and no successor entity has assumed the entire legal obligations of the data exporter or data mporter by contract or by operation of law. Such third-party liability of the sub-processor shall be limited o its own processing operations under the Clauses. .The provisions relating to data protection aspects for sub-processing of the contract referred to in aragraph 1 shall be governed by the law of the Member State in which the data exporter is established. .The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and otified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list hall be available to the data exporter’s data protection supervisory authority. lause 12 Obligation after the termination of personal data-processing services .The parties agree that on the termination of the provision of data-processing services, the data importer nd the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and he copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter hat it has done so, unless legislation imposed upon the data importer prevents it from returning or estroying all or part of the personal data transferred. In that case, the data importer warrants that it will uarantee the confidentiality of the personal data transferred and will not actively process the personal ata transferred anymore. .The data importer and the sub-processor warrant that upon request of the data exporter and/or of the upervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in aragraph 1. 6 SA (May 2021) n behalf of the data exporter: ame (written out in full): … osition: … ddress: … ther information necessary in order for the contract to be binding (if any): ustomer’s Stamp ustomer’s binding signature: n behalf of the data importer: ame: Wolfgang Döring osition: General Counsel ddress: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany 7 SA (May 2021) ppendix 1 o the Standard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties he Member States may complete or specify, according to their national procedures, any additional necessary nformation to be contained in this Appendix ata exporter he data exporter is (please spe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cify briefly Your activities relevant to the transfer): … … ata importer he data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis ontracting Entity”), which is providing the data exporter with a cloud software solution in the field of process ining. n this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 4/7 operations, handle support questions of employees of data exporter on behalf of the respective Celonis ontracting Entity and insofar may have access to personal data related to the data importer’s instance of the loud services and create and process support ticket data. Where explicitly requested by data exporter’s ersonnel, data importer may “shadow” users and therefore see contents of the data exporter’s analysed source ystem data. ata subjects he personal data transferred concern the following categories of data subjects (please specify): mployees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of ubjects may be agreed by the parties. ategories of data he personal data transferred concern the following categories of data (please specify): ame, user name /ID, log and protocol data, business contact information such as telephone and e-mail and ddress data. pecial categories of data (if appropriate) he personal data transferred concern the following special categories of data (please specify): ot applicable rocessing operations 8 SA (May 2021) he personal data transferred will be subject to the following basic processing activities (please specify): rovision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, dministration services related to cloud service hosting and operation DATA EXPORTER ame: … uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature: 9 SA (May 2021) ppendix 2 - to the Sta<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cify briefly Your activities relevant to the transfer): … … ata importer he data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis ontracting Entity”), which is providing the data exporter with a cloud software solution in the field of process ining. n this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 4/7 operations, handle support questions of employees of data exporter on behalf of the respective Celonis ontracting Entity and insofar may have access to personal data related to the data importer’s instance of the loud services and create and process support ticket data. Where explicitly requested by data exporter’s ersonnel, data importer may “shadow” users and therefore see contents of the data exporter’s analysed source ystem data. ata subjects he personal data transferred concern the following categories of data subjects (please specify): mployees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of ubjects may be agreed by the parties. ategories of data he personal data transferred concern the following categories of data (please specify): ame, user name /ID, log and protocol data, business contact information such as telephone and e-mail and ddress data. pecial categories of data (if appropriate) he personal data transferred concern the following special categories of data (please specify): ot applicable rocessing operations 8 SA (May 2021) he personal data transferred will be subject to the following basic processing activities (please specify): rovision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, dministration services related to cloud service hosting and operation DATA EXPORTER ame: … uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature: 9 SA (May 2021) ppendix 2 - to the Sta<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ndard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties. escription of the technical and organisational security measures implemented by the data importer in accordance with lauses 4(d) and 5(c): . Confidentiality .1 Entry control ☒ Locked building ☒ Locked offices ☒ Mechanical security locking system ☒ Documented key issuance ☒ Secure areas only accessible for employees with Key Card ☒ Locked server rooms with entry control ☒ Locked server cabinets ☒ Electronic entry control ☒ Daily security service for offices and building ☒ Monitoring of all visitors during their stay in the office .2. Access control ☒ Personalized user ☒ Password convention with a complex password and a minimum number of characters ☒ Central authentication with a user name and password ☒ Access blocked after too many incorrect password entries ☒ Encrypted notebooks ☒ A secure line connection for external access ☒ Use of an up-to-date firewall .3 Usage control ☒ Role-based authorization process ☒ Application-specific authentication with user name and password ☒ Logging user u<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Statement of Work, generate the next paragraph.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ndard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties. escription of the technical and organisational security measures implemented by the data importer in accordance with lauses 4(d) and 5(c): . Confidentiality .1 Entry control ☒ Locked building ☒ Locked offices ☒ Mechanical security locking system ☒ Documented key issuance ☒ Secure areas only accessible for employees with Key Card ☒ Locked server rooms with entry control ☒ Locked server cabinets ☒ Electronic entry control ☒ Daily security service for offices and building ☒ Monitoring of all visitors during their stay in the office .2. Access control ☒ Personalized user ☒ Password convention with a complex password and a minimum number of characters ☒ Central authentication with a user name and password ☒ Access blocked after too many incorrect password entries ☒ Encrypted notebooks ☒ A secure line connection for external access ☒ Use of an up-to-date firewall .3 Usage control ☒ Role-based authorization process ☒ Application-specific authentication with user name and password ☒ Logging user u<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sage ☒ Encryption of mobile data media ☒ Allocation of authorizations only after approval by the data owner ☒ Protected storage of data media ☒ Destruction of paper documents in compliance with data protection law ☒ Administrative users are kept to a minimum and documented. .4 Pseudonymization 0 SA (May 2021) ☒ Pseudonymization takes place immediately upon request by the client. .5 Separation control ☒ Client separation within the data processing system ☒ Separation of productive and test systems . Integrity .1 Transmission control ☒ VPN connections ☒ The use of private storage media is prohibited ☒ Special protection when physically transporting data media .2 Input control ☒ Traceability when assigning, changing and deleting user authorizations .3 Contractual order control ☒ Documentation of processing activities ☒ Careful selection of processors ☒ No use of processors who have not entered into agreement pursuant to Article 28 GDPR ☒ Written agreement with the processor on the data protection minimum standard ☒ Appropriate monitoring of the processor ☒ Assuring compliant destruction or return of the data upon completion of the assignment . Availability and reliability ☒ Routine documented patch management for end servers ☒ Routine documented patch management for end devices ☒ Downloading security-critical patches within 72 hours ☒ Data storage on storage system ☒ Uninterrupted power supply ☒ Early fire detection . Procedure for routine review, assessment, and evaluation ☒ Appointment of a data protection officer ☒ Routine documented training of employees involved in data processing ☒ Routine auditing of the procedures ☒ Routine review of the latest technical standards pursuant to Article 32 GDPR DATA EXPORTER ame: … 1 SA (May 2021) uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>on data (e. g. phone, cellphone, e-mail), process og data, usernames from the Controller’s IT / ERP system. . Data subjects mployees, customers, vendors, agents, or consultants of the ontroller based on Services provided. . Data Protection Officer of the Processor : Dr. Kraska, ebastian; +49 89 1891 7360; skraska@iitr.de . Contact for the Processor : securityincident@celonis.com. . Contact for the Controller: To be provided by Controller ia email to Processor at above address. . Permitted Sub-processors rocessor may use the following sub-processors (based on he respective Services according to the relevant Order): ub-processor name and rocessing location (as pplicable) escription of processing mazon Web Services Inc., eattle, United States • Hosting location for ustomers in the United tates and Canada: North irginia, United States • Hosting location for all ther Customers: rankfurt, Germany osting of Cloud Service nd processing of data rovided by the Controller bsorbLMS Technology Ltd., ublin, Republic of Ireland osting of Online Training loud 8 SA (May 2021) appyFox Inc., Frankfurt, ermany peration of the Support icketing Tools icrosoft Corporation, edmond (WA), United States • Hosting location for ustomers in the United tates and Canada: ashington, United tates • Hosting location for ustomers in Japan: okyo, Saitama, Japan • Hosting location for all ther Customers: rankfurt, Germany osting of Cloud Service nd processing of data rovided by the Controller alesforce.com Germany mbH, Munich, Germany peration of the Support icketing Tools serLane GmbH, unich, Germany peration of Guided earning Tours within the nline Training Cloud Tool ur Affiliates (as applicable): elonis SE, Germany elonis, Inc., United States elonis AB, Sweden elonis ApS, Denmark elonis B.V., The Netherlands elonis Canada Ltd., Canada elonis K.K., Japan elonis L.L.C., Kosovo elonis Ltd., United Kingdom elonis SAS, France elonis Schweiz GmbH, witzerland elonis S.L., Spain elonis Srl, Italy ntegromat s.r.o., Czech epublic upport of the Services hrough personnel of such ffiliate. 9 SA (May 2021) xhibit 2– STANDARD CONTRACTUAL CLAUSES (Controller to Processor) or the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established n third countries which do not ensure an adequate level of data protection ame of the data exporting organisation: ddress: … el. …; fax …; e-mail: … ther information needed to identify the organisation: (the data exporter) nd ame of the data importing organisation: ddress: … el. …; fax …; e-mail: … ther information needed to identify the organization: (the data importer) ach a ‘party’; together ‘the parties’, AVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with espect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the ata exporter to the data importer of the personal data specified in Appendix 1. lause 1 Definitions or the purposes of the Clauses: (a)‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processo<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>r’, ‘data subject’ nd ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European arliament and of the Council of 24 October 1995 on the protection of individuals with regard to the rocessing of personal data and on the free movement of such data; (b) ‘the data exporter’ means the controller who transfers the personal data; (c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data ntended for processing on his behalf after the transfer in accordance with his instructions and the terms f the Clauses and who is not subject to a third country’s system ensuring adequate protection within he meaning of Article 25(1) of Directive 95/46/EC; 0 SA (May 2021) (d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor f the data importer who agrees to receive from the data importer or from any other sub-processor of he data importer personal data exclusively intended for processing activities to be carried out on behalf f the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and he terms of the written subcontract; (e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and reedoms of individuals and, in particular, their right to privacy with respect to the processing of personal ata applicable to a data controller in the Member State in which the data exporter is established; (f)‘technical and organisational security measures’ means those measures aimed at protecting personal ata against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or ccess, in particular where the processing involves the transmission of data over a network, and against ll other unlawful forms of processing. lause 2 Details of the transfer he details of the transfer and in particular the special categories of personal data where applicable are pecified in Appendix 1 which forms an integral part of the Clauses. lause 3 Third-party beneficiary clause .The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), nd (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. .The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or as ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data xporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the ata exporter, in which case the data subject can enforce them against such entity. .The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer ave factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity as assumed the entire legal obligations of the data exporter by contract or by operation of law as a result f which it takes on the rights and obligations of the data exporter, in which case the data subject can nforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own rocessing operations under the Clauses. 1 SA (May 2021) .The parties do not object to a data subject being represented by an association or other body if the data ubject so expressly wishes and if permitted by national law. lause 4 Obligations of the data exporter <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>r’, ‘data subject’ nd ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European arliament and of the Council of 24 October 1995 on the protection of individuals with regard to the rocessing of personal data and on the free movement of such data; (b) ‘the data exporter’ means the controller who transfers the personal data; (c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data ntended for processing on his behalf after the transfer in accordance with his instructions and the terms f the Clauses and who is not subject to a third country’s system ensuring adequate protection within he meaning of Article 25(1) of Directive 95/46/EC; 0 SA (May 2021) (d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor f the data importer who agrees to receive from the data importer or from any other sub-processor of he data importer personal data exclusively intended for processing activities to be carried out on behalf f the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and he terms of the written subcontract; (e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and reedoms of individuals and, in particular, their right to privacy with respect to the processing of personal ata applicable to a data controller in the Member State in which the data exporter is established; (f)‘technical and organisational security measures’ means those measures aimed at protecting personal ata against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or ccess, in particular where the processing involves the transmission of data over a network, and against ll other unlawful forms of processing. lause 2 Details of the transfer he details of the transfer and in particular the special categories of personal data where applicable are pecified in Appendix 1 which forms an integral part of the Clauses. lause 3 Third-party beneficiary clause .The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), nd (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. .The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or as ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data xporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the ata exporter, in which case the data subject can enforce them against such entity. .The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, lause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer ave factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity as assumed the entire legal obligations of the data exporter by contract or by operation of law as a result f which it takes on the rights and obligations of the data exporter, in which case the data subject can nforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own rocessing operations under the Clauses. 1 SA (May 2021) .The parties do not object to a data subject being represented by an association or other body if the data ubject so expressly wishes and if permitted by national law. lause 4 Obligations of the data exporter <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>he data exporter agrees and warrants: (a)that the processing, including the transfer itself, of the personal data has been and will continue to be arried out in accordance with the relevant provisions of the applicable data protection law (and, where pplicable, has been notified to the relevant authorities of the Member State where the data exporter is stablished) and does not violate the relevant provisions of that State; (b)that it has instructed and throughout the duration of the personal data-processing services will instruct he data importer to process the personal data transferred only on the data exporter’s behalf and in ccordance with the applicable data protection law and the Clauses; (c)that the data importer will provide sufficient guarantees in respect of the technical and organisational ecurity measures specified in Appendix 2 to this contract; (d)that after assessment of the requirements of the applicable data protection law, the security measures re appropriate to protect personal data against accidental or unlawful destruction or accidental loss, lteration, unauthorised disclosure or access, in particular where the processing involves the ransmission of data over a network, and against all other unlawful forms of processing, and that these easures ensure a level of security appropriate to the risks presented by the processing and the nature f the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f)that, if the transfer involves special categories of data, the data subject has been informed or will be nformed before, or as soon as possible after, the transfer that its data could be transmitted to a third ountry not providing adequate protection within the mea<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>he data exporter agrees and warrants: (a)that the processing, including the transfer itself, of the personal data has been and will continue to be arried out in accordance with the relevant provisions of the applicable data protection law (and, where pplicable, has been notified to the relevant authorities of the Member State where the data exporter is stablished) and does not violate the relevant provisions of that State; (b)that it has instructed and throughout the duration of the personal data-processing services will instruct he data importer to process the personal data transferred only on the data exporter’s behalf and in ccordance with the applicable data protection law and the Clauses; (c)that the data importer will provide sufficient guarantees in respect of the technical and organisational ecurity measures specified in Appendix 2 to this contract; (d)that after assessment of the requirements of the applicable data protection law, the security measures re appropriate to protect personal data against accidental or unlawful destruction or accidental loss, lteration, unauthorised disclosure or access, in particular where the processing involves the ransmission of data over a network, and against all other unlawful forms of processing, and that these easures ensure a level of security appropriate to the risks presented by the processing and the nature f the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f)that, if the transfer involves special categories of data, the data subject has been informed or will be nformed before, or as soon as possible after, the transfer that its data could be transmitted to a third ountry not providing adequate protection within the mea<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ning of Directive 95/46/EC; (g)to forward any notification received from the data importer or any sub-processor pursuant to Clause (b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue he transfer or to lift the suspension; (h)to make available to the data subjects upon request a copy of the Clauses, with the exception of ppendix 2, and a summary description of the security measures, as well as a copy of any contract for ub-processing services which has to be made in accordance with the Clauses, unless the Clauses or he contract contain commercial information, in which case it may remove such commercial nformation; 2 SA (May 2021) (i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by sub-processor providing at least the same level of protection for the personal data and the rights of ata subject as the data importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i). lause 5 Obligations of the data importer he data importer agrees and warrants: (a)to process the personal data only on behalf of the data exporter and in compliance with its instructions nd the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the ransfer of data and/or terminate the contract; (b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the nstructions received from the data exporter and its obligations under the contract and that in the event f a change in this legislation which is likely to have a substantial adverse effect on the warranties and bligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it s aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the ontract; (c)that it has implemented the technical and organisational security measures specified in Appendix 2 efore processing the personal data transferred; (d)that it will promptly notify the data exporter about: . any legally binding request for disclosure of the personal data by a law enforcement uthority unless otherwise prohibited, such as a prohibition under criminal law to reserve the confidentiality of a law enforcement investigation; i. any accidental or unauthorised access; and ii. any request received directly from the data subjects without responding to that equest, unless it has been otherwise authorised to do so; (e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the ersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard o the processing of the data transferred; 3 SA (May 2021) (f)at the request of the data exporter to submit its data-processing facilities for audit of the processing ctivities covered by the Clauses which shall be carried out by the data exporter or an inspection body omposed of independent members and in possession of the required professional qualifications bound y a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the upervisory authority; (g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for ub-processing, unless the Clauses or contract contain commercial information, in which case it may emove such commercial information, with the exception of Appendix 2 which shall be replaced by a ummary description of the security measures in those cases where the data subject is unable to obtain copy from the data exporter; (h)that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior ritten consent; (i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ning of Directive 95/46/EC; (g)to forward any notification received from the data importer or any sub-processor pursuant to Clause (b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue he transfer or to lift the suspension; (h)to make available to the data subjects upon request a copy of the Clauses, with the exception of ppendix 2, and a summary description of the security measures, as well as a copy of any contract for ub-processing services which has to be made in accordance with the Clauses, unless the Clauses or he contract contain commercial information, in which case it may remove such commercial nformation; 2 SA (May 2021) (i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by sub-processor providing at least the same level of protection for the personal data and the rights of ata subject as the data importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i). lause 5 Obligations of the data importer he data importer agrees and warrants: (a)to process the personal data only on behalf of the data exporter and in compliance with its instructions nd the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the ransfer of data and/or terminate the contract; (b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the nstructions received from the data exporter and its obligations under the contract and that in the event f a change in this legislation which is likely to have a substantial adverse effect on the warranties and bligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it s aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the ontract; (c)that it has implemented the technical and organisational security measures specified in Appendix 2 efore processing the personal data transferred; (d)that it will promptly notify the data exporter about: . any legally binding request for disclosure of the personal data by a law enforcement uthority unless otherwise prohibited, such as a prohibition under criminal law to reserve the confidentiality of a law enforcement investigation; i. any accidental or unauthorised access; and ii. any request received directly from the data subjects without responding to that equest, unless it has been otherwise authorised to do so; (e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the ersonal data subject to the transfer and to abide by the advice of the supervisory authority with regard o the processing of the data transferred; 3 SA (May 2021) (f)at the request of the data exporter to submit its data-processing facilities for audit of the processing ctivities covered by the Clauses which shall be carried out by the data exporter or an inspection body omposed of independent members and in possession of the required professional qualifications bound y a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the upervisory authority; (g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for ub-processing, unless the Clauses or contract contain commercial information, in which case it may emove such commercial information, with the exception of Appendix 2 which shall be replaced by a ummary description of the security measures in those cases where the data subject is unable to obtain copy from the data exporter; (h)that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior ritten consent; (i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> (j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data xporter. lause 6 Liability .The parties agree that any data subject, who has suffered damage as a result of any breach of the bligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive ompensation from the data exporter for the damage suffered. .If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the ata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations eferred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to xist in law or has become insolvent, the data importer agrees that the data subject may issue a claim gainst the data importer as if it were the data exporter, unless any successor entity has assumed the ntire legal obligations of the data exporter by contract of by operation of law, in which case the data ubject can enforce its rights against such entity. he data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own iabilities. .If a data subject is not able to bring a claim against the data exporter or the data importer referred to in aragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in lause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared r ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may 4 SA (May 2021) ssue a claim against the data sub-processor with regard to its own processing operations under the lauses as if it were the data exporter or the data importer, unless any successor entity has assumed the ntire legal obligations of the data exporter or data importer by contract or by operation of law, in which ase the data subject can enforce its rights against such entity. The liability of the sub-processor shall be imited to its own processing operations under the Clauses. lause 7 Mediation and jurisdiction .The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or laims compensation for damages under the Clauses, the data importer will accept the decision of the ata subject: (a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory uthority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. .The parties agree that the choice made by the data subject will not prejudice its substantive or procedural ights to seek remedies in accordance with other provisions of national or international law. lause 8 Cooperation with supervisory authorities .The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests r if such deposit is required under the applicable data protection law. .The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and f any sub-processor, which has the same scope and is subject to the same conditions as would apply to n audit of the data exporter under the applicable data protection law. .The data importer shall promptly inform the data exporter about the existence of legislation applicable to t or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, ursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen n Clause 5(b). lause 9 Governing law he Clauses shall be governed by the law of the Member State in which the data exporter is established, namely … lause 10 Variation of the contract he parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding c<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|> (j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data xporter. lause 6 Liability .The parties agree that any data subject, who has suffered damage as a result of any breach of the bligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive ompensation from the data exporter for the damage suffered. .If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the ata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations eferred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to xist in law or has become insolvent, the data importer agrees that the data subject may issue a claim gainst the data importer as if it were the data exporter, unless any successor entity has assumed the ntire legal obligations of the data exporter by contract of by operation of law, in which case the data ubject can enforce its rights against such entity. he data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own iabilities. .If a data subject is not able to bring a claim against the data exporter or the data importer referred to in aragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in lause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared r ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may 4 SA (May 2021) ssue a claim against the data sub-processor with regard to its own processing operations under the lauses as if it were the data exporter or the data importer, unless any successor entity has assumed the ntire legal obligations of the data exporter or data importer by contract or by operation of law, in which ase the data subject can enforce its rights against such entity. The liability of the sub-processor shall be imited to its own processing operations under the Clauses. lause 7 Mediation and jurisdiction .The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or laims compensation for damages under the Clauses, the data importer will accept the decision of the ata subject: (a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory uthority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. .The parties agree that the choice made by the data subject will not prejudice its substantive or procedural ights to seek remedies in accordance with other provisions of national or international law. lause 8 Cooperation with supervisory authorities .The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests r if such deposit is required under the applicable data protection law. .The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and f any sub-processor, which has the same scope and is subject to the same conditions as would apply to n audit of the data exporter under the applicable data protection law. .The data importer shall promptly inform the data exporter about the existence of legislation applicable to t or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, ursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen n Clause 5(b). lause 9 Governing law he Clauses shall be governed by the law of the Member State in which the data exporter is established, namely … lause 10 Variation of the contract he parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding c<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lauses n business related issues where required as long as they do not contradict the Clause. 5 SA (May 2021) lause 11 Sub-processing .The data importer shall not subcontract any of its processing operations performed on behalf of the data xporter under the Clauses without the prior written consent of the data exporter. Where the data importer ubcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by ay of a written agreement with the sub-processor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil ts data protection obligations under such written agreement the data importer shall remain fully liable to he data exporter for the performance of the sub-processor’s obligations under such agreement. .The prior written contract between the data importer and the sub-processor shall also provide for a thirdparty beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the laim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data mporter because they have factually disappeared or have ceased to exist in law or have become nsolvent and no successor entity has assumed the entire legal obligations of the data exporter or data mporter by contract or by operation of law. Such third-party liability of the sub-processor shall be limited o its own processing operations under the Clauses. .The provisions relating to data protection aspects for sub-processing of the contract referred to in aragraph 1 shall be governed by the law of the Member State in which the data exporter is established. .The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and otified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list hall be available to the data exporter’s data protection supervisory authority. lause 12 Obligation after the termination of personal data-processing services .The parties agree that on the termination of the provision of data-processing services, the data importer nd the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and he copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter hat it has done so, unless legislation imposed upon the data importer prevents it from returning or estroying all or part of the personal data transferred. In that case, the data importer warrants that it will uarantee the confidentiality of the personal data transferred and will not actively process the personal ata transferred anymore. .The data importer and the sub-processor warrant that upon request of the data exporter and/or of the upervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in aragraph 1. 6 SA (May 2021) n behalf of the data exporter: ame (written out in full): … osition: … ddress: … ther information necessary in order for the contract to be binding (if any): ustomer’s Stamp ustomer’s binding signature: n behalf of the data importer: ame: Wolfgang Döring osition: General Counsel ddress: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany 7 SA (May 2021) ppendix 1 o the Standard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties he Member States may complete or specify, according to their national procedures, any additional necessary nformation to be contained in this Appendix ata exporter he data exporter is (please spe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lauses n business related issues where required as long as they do not contradict the Clause. 5 SA (May 2021) lause 11 Sub-processing .The data importer shall not subcontract any of its processing operations performed on behalf of the data xporter under the Clauses without the prior written consent of the data exporter. Where the data importer ubcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by ay of a written agreement with the sub-processor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil ts data protection obligations under such written agreement the data importer shall remain fully liable to he data exporter for the performance of the sub-processor’s obligations under such agreement. .The prior written contract between the data importer and the sub-processor shall also provide for a thirdparty beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the laim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data mporter because they have factually disappeared or have ceased to exist in law or have become nsolvent and no successor entity has assumed the entire legal obligations of the data exporter or data mporter by contract or by operation of law. Such third-party liability of the sub-processor shall be limited o its own processing operations under the Clauses. .The provisions relating to data protection aspects for sub-processing of the contract referred to in aragraph 1 shall be governed by the law of the Member State in which the data exporter is established. .The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and otified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list hall be available to the data exporter’s data protection supervisory authority. lause 12 Obligation after the termination of personal data-processing services .The parties agree that on the termination of the provision of data-processing services, the data importer nd the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and he copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter hat it has done so, unless legislation imposed upon the data importer prevents it from returning or estroying all or part of the personal data transferred. In that case, the data importer warrants that it will uarantee the confidentiality of the personal data transferred and will not actively process the personal ata transferred anymore. .The data importer and the sub-processor warrant that upon request of the data exporter and/or of the upervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in aragraph 1. 6 SA (May 2021) n behalf of the data exporter: ame (written out in full): … osition: … ddress: … ther information necessary in order for the contract to be binding (if any): ustomer’s Stamp ustomer’s binding signature: n behalf of the data importer: ame: Wolfgang Döring osition: General Counsel ddress: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany 7 SA (May 2021) ppendix 1 o the Standard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties he Member States may complete or specify, according to their national procedures, any additional necessary nformation to be contained in this Appendix ata exporter he data exporter is (please spe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>cify briefly Your activities relevant to the transfer): … … ata importer he data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis ontracting Entity”), which is providing the data exporter with a cloud software solution in the field of process ining. n this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 4/7 operations, handle support questions of employees of data exporter on behalf of the respective Celonis ontracting Entity and insofar may have access to personal data related to the data importer’s instance of the loud services and create and process support ticket data. Where explicitly requested by data exporter’s ersonnel, data importer may “shadow” users and therefore see contents of the data exporter’s analysed source ystem data. ata subjects he personal data transferred concern the following categories of data subjects (please specify): mployees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of ubjects may be agreed by the parties. ategories of data he personal data transferred concern the following categories of data (please specify): ame, user name /ID, log and protocol data, business contact information such as telephone and e-mail and ddress data. pecial categories of data (if appropriate) he personal data transferred concern the following special categories of data (please specify): ot applicable rocessing operations 8 SA (May 2021) he personal data transferred will be subject to the following basic processing activities (please specify): rovision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, dministration services related to cloud service hosting and operation DATA EXPORTER ame: … uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature: 9 SA (May 2021) ppendix 2 - to the Sta<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>cify briefly Your activities relevant to the transfer): … … ata importer he data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis ontracting Entity”), which is providing the data exporter with a cloud software solution in the field of process ining. n this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 4/7 operations, handle support questions of employees of data exporter on behalf of the respective Celonis ontracting Entity and insofar may have access to personal data related to the data importer’s instance of the loud services and create and process support ticket data. Where explicitly requested by data exporter’s ersonnel, data importer may “shadow” users and therefore see contents of the data exporter’s analysed source ystem data. ata subjects he personal data transferred concern the following categories of data subjects (please specify): mployees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of ubjects may be agreed by the parties. ategories of data he personal data transferred concern the following categories of data (please specify): ame, user name /ID, log and protocol data, business contact information such as telephone and e-mail and ddress data. pecial categories of data (if appropriate) he personal data transferred concern the following special categories of data (please specify): ot applicable rocessing operations 8 SA (May 2021) he personal data transferred will be subject to the following basic processing activities (please specify): rovision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, dministration services related to cloud service hosting and operation DATA EXPORTER ame: … uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature: 9 SA (May 2021) ppendix 2 - to the Sta<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ndard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties. escription of the technical and organisational security measures implemented by the data importer in accordance with lauses 4(d) and 5(c): . Confidentiality .1 Entry control ☒ Locked building ☒ Locked offices ☒ Mechanical security locking system ☒ Documented key issuance ☒ Secure areas only accessible for employees with Key Card ☒ Locked server rooms with entry control ☒ Locked server cabinets ☒ Electronic entry control ☒ Daily security service for offices and building ☒ Monitoring of all visitors during their stay in the office .2. Access control ☒ Personalized user ☒ Password convention with a complex password and a minimum number of characters ☒ Central authentication with a user name and password ☒ Access blocked after too many incorrect password entries ☒ Encrypted notebooks ☒ A secure line connection for external access ☒ Use of an up-to-date firewall .3 Usage control ☒ Role-based authorization process ☒ Application-specific authentication with user name and password ☒ Logging user u<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ndard Contractual Clauses his Appendix forms part of the Clauses and must be completed and signed by the parties. escription of the technical and organisational security measures implemented by the data importer in accordance with lauses 4(d) and 5(c): . Confidentiality .1 Entry control ☒ Locked building ☒ Locked offices ☒ Mechanical security locking system ☒ Documented key issuance ☒ Secure areas only accessible for employees with Key Card ☒ Locked server rooms with entry control ☒ Locked server cabinets ☒ Electronic entry control ☒ Daily security service for offices and building ☒ Monitoring of all visitors during their stay in the office .2. Access control ☒ Personalized user ☒ Password convention with a complex password and a minimum number of characters ☒ Central authentication with a user name and password ☒ Access blocked after too many incorrect password entries ☒ Encrypted notebooks ☒ A secure line connection for external access ☒ Use of an up-to-date firewall .3 Usage control ☒ Role-based authorization process ☒ Application-specific authentication with user name and password ☒ Logging user u<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>sage ☒ Encryption of mobile data media ☒ Allocation of authorizations only after approval by the data owner ☒ Protected storage of data media ☒ Destruction of paper documents in compliance with data protection law ☒ Administrative users are kept to a minimum and documented. .4 Pseudonymization 0 SA (May 2021) ☒ Pseudonymization takes place immediately upon request by the client. .5 Separation control ☒ Client separation within the data processing system ☒ Separation of productive and test systems . Integrity .1 Transmission control ☒ VPN connections ☒ The use of private storage media is prohibited ☒ Special protection when physically transporting data media .2 Input control ☒ Traceability when assigning, changing and deleting user authorizations .3 Contractual order control ☒ Documentation of processing activities ☒ Careful selection of processors ☒ No use of processors who have not entered into agreement pursuant to Article 28 GDPR ☒ Written agreement with the processor on the data protection minimum standard ☒ Appropriate monitoring of the processor ☒ Assuring compliant destruction or return of the data upon completion of the assignment . Availability and reliability ☒ Routine documented patch management for end servers ☒ Routine documented patch management for end devices ☒ Downloading security-critical patches within 72 hours ☒ Data storage on storage system ☒ Uninterrupted power supply ☒ Early fire detection . Procedure for routine review, assessment, and evaluation ☒ Appointment of a data protection officer ☒ Routine documented training of employees involved in data processing ☒ Routine auditing of the procedures ☒ Routine review of the latest technical standards pursuant to Article 32 GDPR DATA EXPORTER ame: … 1 SA (May 2021) uthorised Signature … DATA IMPORTER ame: Wolfgang Döring uthorised Signature:<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ansaction will automatically trigger the pick-up order to the ATAC . Place the material that is ready for pickup in a staging area designated for ATAC pickup. rder, that the unit is Beyond Repair (BR) or Beyond Economical Repair (BER) and the unit is to be retained at . Upon completion of repair of a unit, or if the PCO has directed, via modification to the individual delivery 00383-18-G-N801 42 he Defense Distribution Depot, the repair facility shall: . Contact the Government Quality Assurance Representative (QAR) to schedule an on-site visit date for urposes. nspection/acceptance of the material including signature of the DD250, which is required for payment . Place the material that is ready for pickup in a staging area designated for ATAC pickup. eight of the shipment, Cube of the shipment, and Pickup UIC. TAC transportation carrier. There will be 3 additional fields to enter on the CAV shipment screen – isibility (CAV) system. The shipment transaction will automatically trigger the pick-up order to the . Upon completion of the QAR inspection, input the shipment transaction into the Commercial Asset NCLUDE A COPY OF THE DD FORM 250 WITH THE MATERIAL TO BE SHIPPED. f the same NIIN to the same destination. Different NIINs shall NOT be packaged together. DO NOT nside the container. Units ready for shipment must be either single packed or packed in multiple quantities . Affix two copies of the DD Form 1348-1A to the outside of the shipment container and place one copy (PSF) at one of the following phone numbers below to advi lso contact the ATAC shipping office between the hours of 7:00 a.m. and 4:30 p.m. Pacific Standard Time TAC pickup, the contract<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or shall contact the QAR and transmit the shipment via CAV. The repair facility shall . FOR EMERGENCY SHIPMENTS, defined as shipments that must leave your facility prior to the next ickup order has been received. aily. The ATAC carrier will arrive at the repair facility Monday through Friday to pick up material for which a ransaction transmission for shipments via the CAV program will trigger pickup orders to the ATAC carrier . FOR ROUTINE SHIPMENTS, defined as normal shipments that are picked up daily by the ATAC carrier, the e that the material is ready for pickup and must be hipped under urgent means: . The repair facility must have the following information available to provide the ATAC office: . (619) 545-6129 or (619) 545-7059 estination Location/Address ickup Location/Address ube eight ieces (number of boxes) hipment Document Number . Shipments identified as urgent on the weekend or after the ATAC shipping office has closed may be he documents that were shipped. rrangements. The repair facility shall notify the ATAC shipping office no later than the next workday of hipped by the Contractor using the most expedient means such as FED EX, UPS or other transportation . Assets which are CLASSIFIED or SECURITY CODED are excluded from the ATAC process and will ontinue to be shipped under the current method with the issuer scheduling the transportation. n end user/requisitioner, contact the DCMA transporta our period in the event a backorder must be filled from the repaired asset(s). If the unit is to be shipped directly to . “A” CONDITION MATERIAL shall be shipped-in-place at the contractor’s repair facility and retained for a 24- ATERIAL RETURNS ion office for the specific address. If no backorder edirected to the East Coast destination. oast and West Coast DDDs. In the event the quantities are an odd number, the odd “A” condition item shall be oast destination. Shipment of orders with more than a quantity of one shall be divided evenly between the East istribution Depots (DDD). Shipment of orders with a quantity of one (1) shall ship the repaired unit to the East equisition is received within 24 hours, shipments shall be redirected to the East Coast and West Coast Defense 00383-18-G-N801 43 ithin the closest physical proximity to the facility from which the material is being shipped: hat the material is to be returned to the Government, the units shall be shipped as follows to the location that lies eceived without authorization for repair within 90 days (Not Ready for Issue – “F” Condition). If it is determined odification, the repair facility shall contact the appropriate NAVSUP WSS inventory manager for status on units . “F” CONDITION MATERIAL – Unless otherwise provided for in the purchase order/contract, delivery order or 307, Tracy, CA 95304-5000. est Coast: W62G2T W1BG DDD San Joaquin, 25600 S<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>or shall contact the QAR and transmit the shipment via CAV. The repair facility shall . FOR EMERGENCY SHIPMENTS, defined as shipments that must leave your facility prior to the next ickup order has been received. aily. The ATAC carrier will arrive at the repair facility Monday through Friday to pick up material for which a ransaction transmission for shipments via the CAV program will trigger pickup orders to the ATAC carrier . FOR ROUTINE SHIPMENTS, defined as normal shipments that are picked up daily by the ATAC carrier, the e that the material is ready for pickup and must be hipped under urgent means: . The repair facility must have the following information available to provide the ATAC office: . (619) 545-6129 or (619) 545-7059 estination Location/Address ickup Location/Address ube eight ieces (number of boxes) hipment Document Number . Shipments identified as urgent on the weekend or after the ATAC shipping office has closed may be he documents that were shipped. rrangements. The repair facility shall notify the ATAC shipping office no later than the next workday of hipped by the Contractor using the most expedient means such as FED EX, UPS or other transportation . Assets which are CLASSIFIED or SECURITY CODED are excluded from the ATAC process and will ontinue to be shipped under the current method with the issuer scheduling the transportation. n end user/requisitioner, contact the DCMA transporta our period in the event a backorder must be filled from the repaired asset(s). If the unit is to be shipped directly to . “A” CONDITION MATERIAL shall be shipped-in-place at the contractor’s repair facility and retained for a 24- ATERIAL RETURNS ion office for the specific address. If no backorder edirected to the East Coast destination. oast and West Coast DDDs. In the event the quantities are an odd number, the odd “A” condition item shall be oast destination. Shipment of orders with more than a quantity of one shall be divided evenly between the East istribution Depots (DDD). Shipment of orders with a quantity of one (1) shall ship the repaired unit to the East equisition is received within 24 hours, shipments shall be redirected to the East Coast and West Coast Defense 00383-18-G-N801 43 ithin the closest physical proximity to the facility from which the material is being shipped: hat the material is to be returned to the Government, the units shall be shipped as follows to the location that lies eceived without authorization for repair within 90 days (Not Ready for Issue – “F” Condition). If it is determined odification, the repair facility shall contact the appropriate NAVSUP WSS inventory manager for status on units . “F” CONDITION MATERIAL – Unless otherwise provided for in the purchase order/contract, delivery order or 307, Tracy, CA 95304-5000. est Coast: W62G2T W1BG DDD San Joaquin, 25600 S<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>outh Chrisman Road, Rec Whse 16B, phone 209-839- umberland, PA 17070-5002. ast Coast: W25G1U DDD Susquehanna, DDSP New Cumberland, 2001 Normandy Drive, Door 113 to 134, New . MARK FOR: NAVSUP WSS-DIRECTED RETURN FOR ‘F’ CONDITION STOCK. DO NOT PROCESS HROUGH ATAC/HUB . Consignment Addresses are available electronically at: https://www.daas.dla.mil/daasinq/ eceipted as Material Not On Contract eceived without authorization that are not manufactured or repaired by your facility (“J” condition), shall be . “J” CONDITION MATERIAL - Unless otherwise provided in the delivery order/modification, those units SW3117 – DD Norfolk, VA SW3205 – DD San Diego, CA nd shipped immediately as follows to the location that lies within the closest hysical proximity to the facility from which the material is being shipped: . MARK FOR: MISDIRECTED/MISIDENTIFIED MATERIAL. PROCESS AS CONTRACTOR RETURN ND RESCREEN FOR CORRECT DISPOSITION. . Consignment Addresses are available electronically at: https://www.daas.dla.mil/daasinq/ 68620 –ATAC HUB, Norfolk, VA N46433 - ATAC HUB, San Diego, CA hipments, and call the NAVSUP WSS Supply Planner for all others. . If after return, the same unit is again shipped to your facility, call 619-545-9707 or 619-545-8359 for hub e provided by the contractor to the PCO. After recei asis for the determination, the repair required the proposed price to repair and the DCMA written concurrence shall etermined to be Beyond Repair (BR) or Beyond Economical Repair (BER). All such determinations, including the . “H” CONDITION MATERIAL: The contractor shall obtain written concurrence from DCMA QAR for all units t of the required documentation, the PCO shall provide the isposal action ordered by the PCO shall be performed by ontractor shall submit a proposal for BER pricing to the PCO within 30 days of receipt of these instructions. Any roceed with repair until notification to proceed is received by the PCO. If provided disposition instructions, the ontractor disposition instructions or contractual authority for repair of the item. The contractor is not authorized to he contractor <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>outh Chrisman Road, Rec Whse 16B, phone 209-839- umberland, PA 17070-5002. ast Coast: W25G1U DDD Susquehanna, DDSP New Cumberland, 2001 Normandy Drive, Door 113 to 134, New . MARK FOR: NAVSUP WSS-DIRECTED RETURN FOR ‘F’ CONDITION STOCK. DO NOT PROCESS HROUGH ATAC/HUB . Consignment Addresses are available electronically at: https://www.daas.dla.mil/daasinq/ eceipted as Material Not On Contract eceived without authorization that are not manufactured or repaired by your facility (“J” condition), shall be . “J” CONDITION MATERIAL - Unless otherwise provided in the delivery order/modification, those units SW3117 – DD Norfolk, VA SW3205 – DD San Diego, CA nd shipped immediately as follows to the location that lies within the closest hysical proximity to the facility from which the material is being shipped: . MARK FOR: MISDIRECTED/MISIDENTIFIED MATERIAL. PROCESS AS CONTRACTOR RETURN ND RESCREEN FOR CORRECT DISPOSITION. . Consignment Addresses are available electronically at: https://www.daas.dla.mil/daasinq/ 68620 –ATAC HUB, Norfolk, VA N46433 - ATAC HUB, San Diego, CA hipments, and call the NAVSUP WSS Supply Planner for all others. . If after return, the same unit is again shipped to your facility, call 619-545-9707 or 619-545-8359 for hub e provided by the contractor to the PCO. After recei asis for the determination, the repair required the proposed price to repair and the DCMA written concurrence shall etermined to be Beyond Repair (BR) or Beyond Economical Repair (BER). All such determinations, including the . “H” CONDITION MATERIAL: The contractor shall obtain written concurrence from DCMA QAR for all units t of the required documentation, the PCO shall provide the isposal action ordered by the PCO shall be performed by ontractor shall submit a proposal for BER pricing to the PCO within 30 days of receipt of these instructions. Any roceed with repair until notification to proceed is received by the PCO. If provided disposition instructions, the ontractor disposition instructions or contractual authority for repair of the item. The contractor is not authorized to he contractor <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>in accordance with applicable regulations istribution Depot, in lieu of disposal, the contractor shall prepare the units for delivery to the following: nd DCMA disposal procedures and requirements. If it is determined that a unit should be retained by the Defense . Consignment Addresses are available electronically at: HROUGH ATAC/HUB . MARK FOR: NAVSUP WSS DIRECTED RETURN, FOR “H” CONDITION STOCK. DO NOT PROCESS ttps://www.daas.dla.mil/daasinq/ equirements can be found in the CAV Statement of Work (SOW) located at ricing must include any costs associated with this requirement. Detailed information on CAV reporting ommercial Asset Visibility (CAV) reporting is required under this purchase order/contract, and all proposed 06 – NAVSUPWSSFA24 - COMMERCIAL ASSET VISIBILITY (CAV) REPORTING (JUN 2016) (07-10 rev.1) SW3117 – DD Norfolk, VA SW3205 – DD San Diego, CA 00383-18-G-N801 44 ttps://www.navsup.navy.mil/navsup/ourteam/navsupwss/business_opps/edi_local_clauses. Contractors AV registration requires the contractor to purchase a co articipating in the Direct Ship program can find additional information in the CAV SOW. mercial PKI certificate, complete web-based information ccess to CAV is authenticated based on a valid PKI certif ssurance training (approximately 1 hour to complete) and submit a System Authorization Access Request (SAAR). cate registered in the NAVSUP Master Directory <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>in accordance with applicable regulations istribution Depot, in lieu of disposal, the contractor shall prepare the units for delivery to the following: nd DCMA disposal procedures and requirements. If it is determined that a unit should be retained by the Defense . Consignment Addresses are available electronically at: HROUGH ATAC/HUB . MARK FOR: NAVSUP WSS DIRECTED RETURN, FOR “H” CONDITION STOCK. DO NOT PROCESS ttps://www.daas.dla.mil/daasinq/ equirements can be found in the CAV Statement of Work (SOW) located at ricing must include any costs associated with this requirement. Detailed information on CAV reporting ommercial Asset Visibility (CAV) reporting is required under this purchase order/contract, and all proposed 06 – NAVSUPWSSFA24 - COMMERCIAL ASSET VISIBILITY (CAV) REPORTING (JUN 2016) (07-10 rev.1) SW3117 – DD Norfolk, VA SW3205 – DD San Diego, CA 00383-18-G-N801 44 ttps://www.navsup.navy.mil/navsup/ourteam/navsupwss/business_opps/edi_local_clauses. Contractors AV registration requires the contractor to purchase a co articipating in the Direct Ship program can find additional information in the CAV SOW. mercial PKI certificate, complete web-based information ccess to CAV is authenticated based on a valid PKI certif ssurance training (approximately 1 hour to complete) and submit a System Authorization Access Request (SAAR). cate registered in the NAVSUP Master Directory <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>and an ctive CAV account. The contractor is required to access the account at least one time within every 30 days, egardless of whether there are transactions to report, in order to keep the account active. Questions regarding CAV AV email address above. All contractor actions for regi ollowing receipt of this purchase order/contract by providing their point of contact information to the appropriate ontractors not already registered for or reporting via CAV are required to initiate registration no later than 10 days umbers beginning with N00104). AVSUPWSSM.CAVSOW@navy.mil for NAVSUP WSS Mechanicsburg solicitations and contracts (document hiladelphia solicitations and contracts (document numbers beginning with N00383) and to egistration/implementation can be addressed to NAVSUPWSSCAVSOW@navy.mil for NAVSUP WSS tration (PKI certificate, training, and SAAR) must be ompleted within 30 days of receipt of this order/contract for U.S. contractors and within 60 days for non-U.S. ontractors. If government property is received or assets are ready for delivery to the Government prior to mplementation of CAV, the contractor must send a notification to the appropriate email address above, and must lso notify the NAVSUP WSS contracting officer identified on the purchase order/contract. The contractor should otify the contracting officer if a response from a CAV representative is not received within 3 working days. (a) Inventory transaction reporting is required under this pu RANSACTION REPORTING (JUN 2016) 07 – NAVSUPWSSFA25 - NAVSUP WEAPON SYSTEM SUPPORT (NAVSUP WSS) INVENTORY chase order/contract in accordance with the procedures escribed in this clause. (This clause is not applicable to contractors who are registered for Commercial Asset (4) Complete pickup address (3) Complete delivery address (2) POC name, phone and email address (for inquiries and to receive shipping labels) (1) CAGE or DODAAC (e.g. 12345 or Q01234) (document numbers beginning with N00104) to provide the information below: eginning with N00383) and PROXYCAVM.WSS<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>and an ctive CAV account. The contractor is required to access the account at least one time within every 30 days, egardless of whether there are transactions to report, in order to keep the account active. Questions regarding CAV AV email address above. All contractor actions for regi ollowing receipt of this purchase order/contract by providing their point of contact information to the appropriate ontractors not already registered for or reporting via CAV are required to initiate registration no later than 10 days umbers beginning with N00104). AVSUPWSSM.CAVSOW@navy.mil for NAVSUP WSS Mechanicsburg solicitations and contracts (document hiladelphia solicitations and contracts (document numbers beginning with N00383) and to egistration/implementation can be addressed to NAVSUPWSSCAVSOW@navy.mil for NAVSUP WSS tration (PKI certificate, training, and SAAR) must be ompleted within 30 days of receipt of this order/contract for U.S. contractors and within 60 days for non-U.S. ontractors. If government property is received or assets are ready for delivery to the Government prior to mplementation of CAV, the contractor must send a notification to the appropriate email address above, and must lso notify the NAVSUP WSS contracting officer identified on the purchase order/contract. The contractor should otify the contracting officer if a response from a CAV representative is not received within 3 working days. (a) Inventory transaction reporting is required under this pu RANSACTION REPORTING (JUN 2016) 07 – NAVSUPWSSFA25 - NAVSUP WEAPON SYSTEM SUPPORT (NAVSUP WSS) INVENTORY chase order/contract in accordance with the procedures escribed in this clause. (This clause is not applicable to contractors who are registered for Commercial Asset (4) Complete pickup address (3) Complete delivery address (2) POC name, phone and email address (for inquiries and to receive shipping labels) (1) CAGE or DODAAC (e.g. 12345 or Q01234) (document numbers beginning with N00104) to provide the information below: eginning with N00383) and PROXYCAVM.WSS<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>.fct@navy.mil for NAVSUP WSS Mechanicsburg contracts roup at PROXYCAVP.WSS.fct@navy.mil for NAVSUP WSS Philadelphia contracts (document numbers isibility (CAV).) Upon receipt of this purchase order/contract, the contractor shall contact the Proxy CAV (b) NAVSUP Weapon Systems Support (NAVSUP WSS) has contracted sole responsibility for transportation of aterial as specified herein. TAC will send a subcontracted transporter (e.g. Federal Express, Miramar) to the repair facility to pick up TAC is responsible for delivery and pickup of Government-owned assets going to and from the repair facility. epairable assets to the Navy’s transportation organization, Advanced Traceability and Control (ATAC). (c) Assets to be delivered for repair in accordance with the contract will include any Depot Level Repairable (DLR) “H” Condition - Units determined to be Beyond Repair (BR) or Beyond Economical Repair (BER) “A” Condition - Units that are Ready for Issue (RFI) “J” Condition - Units that are misidentified or misdirected to the repair facility “F” Condition - Units that are authorized for repair - Not Ready for Issue (NRFI) n any condition. (d) The contractor shall report all inventory transactions (receipt, condition code changes, shipments and proof-ofshipments) by the end of the next regular business day after the occurrence of a reportable event. (e) Upon receipt of material, the contractor is required to compare the quantity of units and the NIIN of each item aterial. There may be multiple DD Form 1348-1A documents with the material. The appropriate DD Form nside the container to the quantity and NIIN on the DD Form 1348-1A document that accompanies the 00383-18-G-N801 45 (4) Receipt document number (e.g (3) Quantity received (e.g. 10 each) (2) National Item Identification Number (NIIN) (e.g. 01-123-4567) (1) CAGE or DODAAC (e.g. 12345 or Q01234) ssociated SDR. AV Group to provide a copy of the receipt DD Form 1348-1A, the information below, and a copy of any ia https://www.pdrep.csd.disa.mil/ using the EZ PDR Login option. The contractor shall contact the Proxy iscrepancies in quantity or NIIN must be reported by creating a Supply Discrepancy Report (SDR) – SF364 348-1A to use for comparison is the one that reflects the material being shipped to the repair facility. Any . N003835001XD01 or N001045001XK01) (9) Condition code of material (e.g. A, F, H or J) (8) Date unit(s) received (7) Nomenclature (6) Serial number(s) of the unit(s) (5) Received-from RIC (e.g. AN5) (f) Upon induction of each unit into work, the repair facility shall contact the Proxy CAV Group and provide the (9) Estimated Completion Date (ECD) (8) Contract Line Item Number (CLIN) (e.g. 0001AA) (7) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if applicable (6) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (5) Date contractor started repair of the unit (4) Serial number(s) of the unit(s) (3) Quantity inducted (e.g. 10 each) (2) National Item Identification Number (NIIN) (e.g. 01-123-4567) (1) CAGE or DODAAC (e.g. 12345 or Q01234) nformation below. (g) Upon receipt of Government authorization to locally dispose of any material determined Beyond Repair (BR) or (8) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if (7) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (6) Date disposal authorization received (5) Nomenclature (4) Serial number(s) of the unit(s) (3) Quantity to be disposed (e.g. 10 each) (2) National Item Identification Number (NIIN)(e.g. 01-123-4567) (1) CAGE or DODAAC(e.g. 123<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>.fct@navy.mil for NAVSUP WSS Mechanicsburg contracts roup at PROXYCAVP.WSS.fct@navy.mil for NAVSUP WSS Philadelphia contracts (document numbers isibility (CAV).) Upon receipt of this purchase order/contract, the contractor shall contact the Proxy CAV (b) NAVSUP Weapon Systems Support (NAVSUP WSS) has contracted sole responsibility for transportation of aterial as specified herein. TAC will send a subcontracted transporter (e.g. Federal Express, Miramar) to the repair facility to pick up TAC is responsible for delivery and pickup of Government-owned assets going to and from the repair facility. epairable assets to the Navy’s transportation organization, Advanced Traceability and Control (ATAC). (c) Assets to be delivered for repair in accordance with the contract will include any Depot Level Repairable (DLR) “H” Condition - Units determined to be Beyond Repair (BR) or Beyond Economical Repair (BER) “A” Condition - Units that are Ready for Issue (RFI) “J” Condition - Units that are misidentified or misdirected to the repair facility “F” Condition - Units that are authorized for repair - Not Ready for Issue (NRFI) n any condition. (d) The contractor shall report all inventory transactions (receipt, condition code changes, shipments and proof-ofshipments) by the end of the next regular business day after the occurrence of a reportable event. (e) Upon receipt of material, the contractor is required to compare the quantity of units and the NIIN of each item aterial. There may be multiple DD Form 1348-1A documents with the material. The appropriate DD Form nside the container to the quantity and NIIN on the DD Form 1348-1A document that accompanies the 00383-18-G-N801 45 (4) Receipt document number (e.g (3) Quantity received (e.g. 10 each) (2) National Item Identification Number (NIIN) (e.g. 01-123-4567) (1) CAGE or DODAAC (e.g. 12345 or Q01234) ssociated SDR. AV Group to provide a copy of the receipt DD Form 1348-1A, the information below, and a copy of any ia https://www.pdrep.csd.disa.mil/ using the EZ PDR Login option. The contractor shall contact the Proxy iscrepancies in quantity or NIIN must be reported by creating a Supply Discrepancy Report (SDR) – SF364 348-1A to use for comparison is the one that reflects the material being shipped to the repair facility. Any . N003835001XD01 or N001045001XK01) (9) Condition code of material (e.g. A, F, H or J) (8) Date unit(s) received (7) Nomenclature (6) Serial number(s) of the unit(s) (5) Received-from RIC (e.g. AN5) (f) Upon induction of each unit into work, the repair facility shall contact the Proxy CAV Group and provide the (9) Estimated Completion Date (ECD) (8) Contract Line Item Number (CLIN) (e.g. 0001AA) (7) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if applicable (6) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (5) Date contractor started repair of the unit (4) Serial number(s) of the unit(s) (3) Quantity inducted (e.g. 10 each) (2) National Item Identification Number (NIIN) (e.g. 01-123-4567) (1) CAGE or DODAAC (e.g. 12345 or Q01234) nformation below. (g) Upon receipt of Government authorization to locally dispose of any material determined Beyond Repair (BR) or (8) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if (7) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (6) Date disposal authorization received (5) Nomenclature (4) Serial number(s) of the unit(s) (3) Quantity to be disposed (e.g. 10 each) (2) National Item Identification Number (NIIN)(e.g. 01-123-4567) (1) CAGE or DODAAC(e.g. 123<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>45 or Q01234) nformation below: eyond Economical Repair (BER), the contractor shall contact the Proxy CAV Group and provide the pplicable; (10) Contract modification number and date providing disposal authorization (9) Contract Line Item Number (CLIN) (e.g. 0001AA) (h) Upon completion of the repair of each unit, the repair facility shall: (1) Contact the Proxy CAV Group and provide the information below: (vii) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (vi) Date contractor completed repair of the unit (v) Nomenclature (iv) Receipt document number (e.g. N003835001XD01 or N001045001XK01) (iii) Quantity (e.g. 10 each) (ii) National Item Identification Number (NIIN)(e.g. 01-123-4567) (i) CAGE or DODAAC (e.g. 12345 or Q01234) 00383-18-G-N801 46 (viii) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if pplicable (x) Serial number of the unit(s) (ix) Contract Line Item Number (CLIN) (e.g. 0001AA) (2) Contact the Government Quality Assurance Representative (QAR) to schedule an on-site visit date for (WAWF) authorization of the DD250 Receiving Report, which is required for payment purposes. nspection and acceptance of the material, including, if required, signature or Wide Area Workflow (3) Attach the CAV Material Movement Document(s) (MMD) provided by the Proxy CAV Group (one for ach unit repaired) to the WAWF DD250 Receiving Report. The QAR will validate the contract number, efore signing for acceptance. elivery order number, CLIN(s), National Item Identification Number(s), serial number(s) and quantities (4) Notify the contracting officer if a response from a Proxy CAV representative is not received within 3 orking days. (5) Upon QAR acceptance, the repair facility shall contact the Proxy CAV Group and provide the information (v) Receipt document number (e.g (iv) Pieces (number of boxes/containers) (iii) Quantity (e.g. 10 each) (ii) National Item Identification Number (NIIN)(e.g. 01-123-4567) (i) CAGE or DODAAC (e.g. 12345 or Q01234) elow: . N003835001XD01 or N001045001XK01) (xii) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if (xi) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (x) Destination unit identification code ( DODAAC) (e.g. SW3117) (ix) Pick-up address/DODAAC (viii) Condition code of material (e.g. A, F, H or J) (vii) Available pick-up date (date material can be picked up after QAR inspection) (vi) Nomenclature pplicable (xvi) Dimensions (length x width x height) (xv) Weight (xiv) Serial number of the unit(s) (xiii) Contract Line Item Number (CLIN) (e.g. 0001AA) (i) Material Shipment (1) Upon receipt of the information provided in accordance with paragraph (i), the Proxy CAV Group will epair facility which MILSTRIP document number<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>45 or Q01234) nformation below: eyond Economical Repair (BER), the contractor shall contact the Proxy CAV Group and provide the pplicable; (10) Contract modification number and date providing disposal authorization (9) Contract Line Item Number (CLIN) (e.g. 0001AA) (h) Upon completion of the repair of each unit, the repair facility shall: (1) Contact the Proxy CAV Group and provide the information below: (vii) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (vi) Date contractor completed repair of the unit (v) Nomenclature (iv) Receipt document number (e.g. N003835001XD01 or N001045001XK01) (iii) Quantity (e.g. 10 each) (ii) National Item Identification Number (NIIN)(e.g. 01-123-4567) (i) CAGE or DODAAC (e.g. 12345 or Q01234) 00383-18-G-N801 46 (viii) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if pplicable (x) Serial number of the unit(s) (ix) Contract Line Item Number (CLIN) (e.g. 0001AA) (2) Contact the Government Quality Assurance Representative (QAR) to schedule an on-site visit date for (WAWF) authorization of the DD250 Receiving Report, which is required for payment purposes. nspection and acceptance of the material, including, if required, signature or Wide Area Workflow (3) Attach the CAV Material Movement Document(s) (MMD) provided by the Proxy CAV Group (one for ach unit repaired) to the WAWF DD250 Receiving Report. The QAR will validate the contract number, efore signing for acceptance. elivery order number, CLIN(s), National Item Identification Number(s), serial number(s) and quantities (4) Notify the contracting officer if a response from a Proxy CAV representative is not received within 3 orking days. (5) Upon QAR acceptance, the repair facility shall contact the Proxy CAV Group and provide the information (v) Receipt document number (e.g (iv) Pieces (number of boxes/containers) (iii) Quantity (e.g. 10 each) (ii) National Item Identification Number (NIIN)(e.g. 01-123-4567) (i) CAGE or DODAAC (e.g. 12345 or Q01234) elow: . N003835001XD01 or N001045001XK01) (xii) Delivery order number for basic ordering agreement or long-term contract (e.g. 0001 or 7001), if (xi) Contract number or purchase order number (e. g. N0038309GA001 or N0010409PDG71) (x) Destination unit identification code ( DODAAC) (e.g. SW3117) (ix) Pick-up address/DODAAC (viii) Condition code of material (e.g. A, F, H or J) (vii) Available pick-up date (date material can be picked up after QAR inspection) (vi) Nomenclature pplicable (xvi) Dimensions (length x width x height) (xv) Weight (xiv) Serial number of the unit(s) (xiii) Contract Line Item Number (CLIN) (e.g. 0001AA) (i) Material Shipment (1) Upon receipt of the information provided in accordance with paragraph (i), the Proxy CAV Group will epair facility which MILSTRIP document number<|eot_id|>
<|start_header_id|>assistant<|end_header_id|> belongs to each shipment. “Additional Data” in the DD1348-1A, or on a supplemental page for bulk shipments, to identify for the uantity will appear on the DD 1348-1A. The serial number(s) of the unit(s) will be referenced in Block 27 e assigned to each shipment for the total quantity in the container; the MILSTRIP document number and rovide a DD Form 1348-1A to the contractor for shipping purposes. A MILSTRIP document number will (2) Two copies of the DD Form 1348-1A must be affixed to the outside of the shipment container and one opy must be placed inside the container. Units ready for shipment must be either single-packed or packed HIPPED. ogether. DO NOT INCLUDE A COPY OF THE DD FORM 250 WITH THE MATERIAL TO BE n multiple quantities of the same NIIN to the same destination. Different NIINs shall NOT be packaged (3) All material shall be placed in a waiting area designated solely for ATAC transportation carrier pickups. 00383-18-G-N801 47 (4) Assets which are CLASSIFIED or SECURITY CODED are excluded from the ATAC process and will be umber. usiness day of any items that were shipped in this manner and provide the carrier name and tracking e used for these shipments. The repair facility shall notify the Proxy CAV Group no later than the next hipped via non-ATAC means with the issuer scheduling the transportation. The DD Form 1348-1A must (5) Urgent shipments that require immediate pickup after hours or over the weekend when the ATAC nd provide the carrier name and tracking number. he Proxy CAV Group no later than the next business day of any items that were shippe<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|> belongs to each shipment. “Additional Data” in the DD1348-1A, or on a supplemental page for bulk shipments, to identify for the uantity will appear on the DD 1348-1A. The serial number(s) of the unit(s) will be referenced in Block 27 e assigned to each shipment for the total quantity in the container; the MILSTRIP document number and rovide a DD Form 1348-1A to the contractor for shipping purposes. A MILSTRIP document number will (2) Two copies of the DD Form 1348-1A must be affixed to the outside of the shipment container and one opy must be placed inside the container. Units ready for shipment must be either single-packed or packed HIPPED. ogether. DO NOT INCLUDE A COPY OF THE DD FORM 250 WITH THE MATERIAL TO BE n multiple quantities of the same NIIN to the same destination. Different NIINs shall NOT be packaged (3) All material shall be placed in a waiting area designated solely for ATAC transportation carrier pickups. 00383-18-G-N801 47 (4) Assets which are CLASSIFIED or SECURITY CODED are excluded from the ATAC process and will be umber. usiness day of any items that were shipped in this manner and provide the carrier name and tracking e used for these shipments. The repair facility shall notify the Proxy CAV Group no later than the next hipped via non-ATAC means with the issuer scheduling the transportation. The DD Form 1348-1A must (5) Urgent shipments that require immediate pickup after hours or over the weekend when the ATAC nd provide the carrier name and tracking number. he Proxy CAV Group no later than the next business day of any items that were shippe<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>d in this manner ransportation. The DD Form 1348-1A must be used for these shipments. The repair facility shall notify ispatching office is closed may be shipped via non-ATAC means with the issuer scheduling the (6) ATAC will email the shipping labels to the contractor. ATAC will send a subcontracted transporter (e.g. ederal Express, Miramar) to the repair facility to pick up the material. (j) Material Returns (1) “A” CONDITION MATERIAL: The DODAAC/address for Ready for Issue (RFI) material will be in the urchase order/contract or delivery order/modification. (2) “F” CONDITION MATERIAL: Unless otherwise provided for in the purchase order, contract, delivery (i) MARK FOR: NAVSUP WSS DIRECTED RETURN FOR ‘F’ CONDITION STOCK. DO NOT hat lies within the closest physical proximity to the facility from which the material is being shipped: hat the material is to be returned to the Government, the units shall be shipped as follows to the location ithout authorization for repair within 90 days (Not Ready for Issue - “F” Condition). If it is determined nown as the Item Manager) and the Procuring Contracting Officer (PCO) for status on units received rder or modification, the repair facility shall contact the appropriate NAVSUP WSS Planner (formerly ROCESS THROUGH ATAC/HUB. (ii) Consignment Addresses are available electronically at: • SW3205 – DD San Diego, CA • SW3117 – DD Norfolk, VA ttps://www.transactionservices.dla.mil/daasinq/default.asp (3) H” CONDITION MATERIAL: The contractor shall obtain written concurrence from the DCMA QAR for roposal for BER pricing to the PCO within 30 days of o proceed is received from the PCO. If provided disposition instructions, the contractor shall submit a <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>d in this manner ransportation. The DD Form 1348-1A must be used for these shipments. The repair facility shall notify ispatching office is closed may be shipped via non-ATAC means with the issuer scheduling the (6) ATAC will email the shipping labels to the contractor. ATAC will send a subcontracted transporter (e.g. ederal Express, Miramar) to the repair facility to pick up the material. (j) Material Returns (1) “A” CONDITION MATERIAL: The DODAAC/address for Ready for Issue (RFI) material will be in the urchase order/contract or delivery order/modification. (2) “F” CONDITION MATERIAL: Unless otherwise provided for in the purchase order, contract, delivery (i) MARK FOR: NAVSUP WSS DIRECTED RETURN FOR ‘F’ CONDITION STOCK. DO NOT hat lies within the closest physical proximity to the facility from which the material is being shipped: hat the material is to be returned to the Government, the units shall be shipped as follows to the location ithout authorization for repair within 90 days (Not Ready for Issue - “F” Condition). If it is determined nown as the Item Manager) and the Procuring Contracting Officer (PCO) for status on units received rder or modification, the repair facility shall contact the appropriate NAVSUP WSS Planner (formerly ROCESS THROUGH ATAC/HUB. (ii) Consignment Addresses are available electronically at: • SW3205 – DD San Diego, CA • SW3117 – DD Norfolk, VA ttps://www.transactionservices.dla.mil/daasinq/default.asp (3) H” CONDITION MATERIAL: The contractor shall obtain written concurrence from the DCMA QAR for roposal for BER pricing to the PCO within 30 days of o proceed is received from the PCO. If provided disposition instructions, the contractor shall submit a <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>uthority for repair of the item. The contractor is NOT authorized to proceed with repair until notification equired documentation, the PCO shall provide the contractor either disposition instructions or contractual nd DCMA written concurrence, shall be provided by the contractor to the PCO. After receipt of the eterminations, including the basis for the determination, the repair required, the proposed price to repair, ll units determined to be Beyond Repair (BR) or Beyond Economical Repair (BER). All such receipt of these instructions. Any disposal action rdered by the PCO shall be performed by the contractor in accordance with applicable regulations and CMA disposal procedures and requirements. If it is determined that a unit should be retained by the (i) MARK FOR: NAVSUP WSS DIRECTED RETURN - H CONDITION STOCK.DO NOT PROCESS he following: efense Distribution Depot (DDD) in lieu of disposal, the contractor shall prepare the unit for delivery to HROUGH ATAC/HUB. 00383-18-G-N801 48 (ii) Consignment Addresses are available electronically at: • SW3205 – DD San Diego, CA • SW3117 – DD Norfolk, VA ttps://www.transactionservices.dla.mil/daasinq/default.asp (4) “J” CONDITION MATERIAL: Unless otherwise provided in the contract/purchase order, delivery order (i) MARK FOR: MISDIRECTED/MISIDENTIFIED MATERIAL. PROCESS AS CONTRACTOR roximity to the facility from which the material is being shipped: ondition), shall be shipped immediately as follows to the location that lies within the closest physical r modification, those units received that are not manufactured or repaired by the contractor’s facility (“J” ETURN AND RESCREEN FOR CORRECT DISPOSITION. (ii) Consignment Addresses are available electronically at: ttps://www.transactionservices.dla.mil/daasinq/default.asp • N46433 - ATAC HUB, San Diego, CA • N68620 – ATAC HUB, Norfolk, VA (iii) If after return, the same unit is received again, call 619-545-9707 or 619-545-8359 for hub shipments, nd call the NAVSUP WSS Supply Planner for all others. ECTION G - CONTRACT ADMINISTRATION DATA (a) Responsibility for performance of contract administration functional areas, both normal and optional, applicable 01 - CONTRACT ADMINISTRATION (APR 2005) uthority for any nonconformance is as provided elsewhere in the Basic Ordering Agreement. o this contract is hereby delegated and assigned to the Defense Contract Management Agency. Approval (b) Authority is hereby delegated to the Contract Administration Office to issue "No Cost" re-consignment irections to the contractor pursuant to requests made by the contracting activity. (c) The Administrative Contracting Officer (ACO) is hereby delegated authority to negotiate prices and delivery equired, the ACO shall obtain additional funds in excess of the monetary limitation prior to definitization. chedules and issue the definitization modifications for all monetary limitation orders under this BOA. If (d) Copies of all modifications issued by the Administrative Contracting Officer (ACO) shall be distributed as • One (1) copy ATTN to Code N85. • One (1) copy ATTN to the Buyer Code in Block 6 of the DD1155 delivery order form and or NAVSUP WSS Philadelphia Ordersfollows: (a) Definitions. As used in this clause— 02 - DFARS 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013) “Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a “Document type” nit, activity, or organization. eans the type of payment request or receiving report available for creation in Wide Area ork Flow (WAWF). 00383-18-G-N801 49 “Local processing office (LPO)” is the office responsible for payment certification when payment certification s done external to the entitlement system. (b) Electronic invoicing. The WAWF s<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>uthority for repair of the item. The contractor is NOT authorized to proceed with repair until notification equired documentation, the PCO shall provide the contractor either disposition instructions or contractual nd DCMA written concurrence, shall be provided by the contractor to the PCO. After receipt of the eterminations, including the basis for the determination, the repair required, the proposed price to repair, ll units determined to be Beyond Repair (BR) or Beyond Economical Repair (BER). All such receipt of these instructions. Any disposal action rdered by the PCO shall be performed by the contractor in accordance with applicable regulations and CMA disposal procedures and requirements. If it is determined that a unit should be retained by the (i) MARK FOR: NAVSUP WSS DIRECTED RETURN - H CONDITION STOCK.DO NOT PROCESS he following: efense Distribution Depot (DDD) in lieu of disposal, the contractor shall prepare the unit for delivery to HROUGH ATAC/HUB. 00383-18-G-N801 48 (ii) Consignment Addresses are available electronically at: • SW3205 – DD San Diego, CA • SW3117 – DD Norfolk, VA ttps://www.transactionservices.dla.mil/daasinq/default.asp (4) “J” CONDITION MATERIAL: Unless otherwise provided in the contract/purchase order, delivery order (i) MARK FOR: MISDIRECTED/MISIDENTIFIED MATERIAL. PROCESS AS CONTRACTOR roximity to the facility from which the material is being shipped: ondition), shall be shipped immediately as follows to the location that lies within the closest physical r modification, those units received that are not manufactured or repaired by the contractor’s facility (“J” ETURN AND RESCREEN FOR CORRECT DISPOSITION. (ii) Consignment Addresses are available electronically at: ttps://www.transactionservices.dla.mil/daasinq/default.asp • N46433 - ATAC HUB, San Diego, CA • N68620 – ATAC HUB, Norfolk, VA (iii) If after return, the same unit is received again, call 619-545-9707 or 619-545-8359 for hub shipments, nd call the NAVSUP WSS Supply Planner for all others. ECTION G - CONTRACT ADMINISTRATION DATA (a) Responsibility for performance of contract administration functional areas, both normal and optional, applicable 01 - CONTRACT ADMINISTRATION (APR 2005) uthority for any nonconformance is as provided elsewhere in the Basic Ordering Agreement. o this contract is hereby delegated and assigned to the Defense Contract Management Agency. Approval (b) Authority is hereby delegated to the Contract Administration Office to issue "No Cost" re-consignment irections to the contractor pursuant to requests made by the contracting activity. (c) The Administrative Contracting Officer (ACO) is hereby delegated authority to negotiate prices and delivery equired, the ACO shall obtain additional funds in excess of the monetary limitation prior to definitization. chedules and issue the definitization modifications for all monetary limitation orders under this BOA. If (d) Copies of all modifications issued by the Administrative Contracting Officer (ACO) shall be distributed as • One (1) copy ATTN to Code N85. • One (1) copy ATTN to the Buyer Code in Block 6 of the DD1155 delivery order form and or NAVSUP WSS Philadelphia Ordersfollows: (a) Definitions. As used in this clause— 02 - DFARS 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013) “Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a “Document type” nit, activity, or organization. eans the type of payment request or receiving report available for creation in Wide Area ork Flow (WAWF). 00383-18-G-N801 49 “Local processing office (LPO)” is the office responsible for payment certification when payment certification s done external to the entitlement system. (b) Electronic invoicing. The WAWF s<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ystem is the method to electronically process vendor payment requests and eceiving Reports. eceiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and (c) WAWF access. To access WAWF, the Contractor shall— (a) Have a designated electronic business point of contact in the System for Award Management at ttps://www.acquisition.gov; and (b) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for selfregistration available at this web site. (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training ccessed by selecting the “Web Based Training” link on the WAWF home page at ourse and use the Practice Training Site before submitting payment requests through WAWF. Both can be ttps://wawf.eb.mil/. (e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data nterchange, or File Transfer Protocol. (f) WAWF payment instructions. The Contractor must use the following information when submitting payment (a) Document type. The Contractor shall use the following document type(s). equests and receiving reports in WAWF for this contract/order: n “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead. ote: If a “Combo” document type is identified but not supportable by the Contractor’s business systems, (Contracting Officer: Insert applicable document type(s). __________________________________________________________ (b) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) (Contracting Officer: Insert inspection and ac _______________________<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ystem is the method to electronically process vendor payment requests and eceiving Reports. eceiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and (c) WAWF access. To access WAWF, the Contractor shall— (a) Have a designated electronic business point of contact in the System for Award Management at ttps://www.acquisition.gov; and (b) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for selfregistration available at this web site. (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training ccessed by selecting the “Web Based Training” link on the WAWF home page at ourse and use the Practice Training Site before submitting payment requests through WAWF. Both can be ttps://wawf.eb.mil/. (e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data nterchange, or File Transfer Protocol. (f) WAWF payment instructions. The Contractor must use the following information when submitting payment (a) Document type. The Contractor shall use the following document type(s). equests and receiving reports in WAWF for this contract/order: n “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead. ote: If a “Combo” document type is identified but not supportable by the Contractor’s business systems, (Contracting Officer: Insert applicable document type(s). __________________________________________________________ (b) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) (Contracting Officer: Insert inspection and ac _______________________<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>____________________________________ n WAWF, as specified by the contracting officer. eptance locations or “Not applicable.”) (c) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in pplicable fields in WAWF when creating payment requests and receiving reports in the system. ther DoDAAC(s) : CAA Auditor DoDAAC: PO DoDAAC: ccept at Other DoDAAC: ervice Acceptor (DoDAAC) : ervice Approver (DoDAAC) : ark For Code: hip From Code: See Schedule hip To Code: See Schedule nspect By DoDAAC: S3605A dmin DoDAAC: S3605A ssue By DoDAAC: N00383 ay Official DoDAAC: HQ0337 IELD NAME IN WAWF DATA TO BE ENTERED IN WAWF 00383-18-G-N801 50 (*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple hip to/acceptance locations apply, or “Not applicable.”) (d) Payment request and supporting documentation. The Contractor shall ensure a payment request includes ppropriate contract line item and subline item descriptions of the work performed or supplies delivered, nit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS ppendix F, (e.g. timesheets) in support of each payment request (e) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send (Contracting Officer: Insert applicable email addresses or “Not applicable.”) _______________________________________________________________ _______________________________________________________________ dditional Email Notifications” field of WAWF once a document is submitted in the system. (g) WAWF point of contact. (a) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting (Contracting Officer: Insert applicable information or “Not applicable.”) avsupwawf.wss.ftc@navy.mil ctivity’s WAWF point of contact. (b) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988. ECTION H - SPECIAL CONTRACT REQUIREMENTS btained by the QAR before signing for acceptance in WA he contractor shall provide to the Quality Assurance Representative (QAR) the following documents which will be 01 - WSSTERMHZ02 - QUALITY ASSURANCE REPRESENTATIVE (QAR) (MAR 2015) F DD250 Receiving Report: (The QAR will validate or Dispatch (non-CAV) reporters, the contractor shall erial number as applicable and quantities.) he contract number, delivery order number, CLIN, shipping location, National Stock Numbers, Condition Code, rovide to the QAR as an attachment to the WAWF he Contractor shall contact the ATAC Dispatcher to ocumentation and/or in print the ATAC Request Form (This is also required for assets determined BR or BER). hip the asset(s) and report asset(s) BR or BER. D Form 254 is attached hereto as part of the contract re his Section and FAR 52.204-2 “Security Requirements,”shall apply to an Order under this agreement only when 02 - WSSTERMHZ10 - CONTRACT SECURITY CLASSIFICATION SPECIFICATION (OCT 2002) rint the CAV Material Movement Document (MMD) (This is also required for assets determined BR or BER). or CAV reporters, the contractor shall provide to the QAR as an attachment to the WAWF documentation and/or in uirements, at which time Far 52.204-2 shall be considered he Contracting Officer via the cognizant government inspector. riting and shall request a final military security requirements checklist (DD254). Such request shall be submitted to he contractor shall, upon completion of final delivery hereunder, promptly so notify the Contracting Officer in ncorporated by Reference in Section I Contract Clauses of this document. 00383-18-G-N801 51 ART II - CONTRACT CLAU<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>____________________________________ n WAWF, as specified by the contracting officer. eptance locations or “Not applicable.”) (c) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in pplicable fields in WAWF when creating payment requests and receiving reports in the system. ther DoDAAC(s) : CAA Auditor DoDAAC: PO DoDAAC: ccept at Other DoDAAC: ervice Acceptor (DoDAAC) : ervice Approver (DoDAAC) : ark For Code: hip From Code: See Schedule hip To Code: See Schedule nspect By DoDAAC: S3605A dmin DoDAAC: S3605A ssue By DoDAAC: N00383 ay Official DoDAAC: HQ0337 IELD NAME IN WAWF DATA TO BE ENTERED IN WAWF 00383-18-G-N801 50 (*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple hip to/acceptance locations apply, or “Not applicable.”) (d) Payment request and supporting documentation. The Contractor shall ensure a payment request includes ppropriate contract line item and subline item descriptions of the work performed or supplies delivered, nit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS ppendix F, (e.g. timesheets) in support of each payment request (e) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send (Contracting Officer: Insert applicable email addresses or “Not applicable.”) _______________________________________________________________ _______________________________________________________________ dditional Email Notifications” field of WAWF once a document is submitted in the system. (g) WAWF point of contact. (a) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting (Contracting Officer: Insert applicable information or “Not applicable.”) avsupwawf.wss.ftc@navy.mil ctivity’s WAWF point of contact. (b) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988. ECTION H - SPECIAL CONTRACT REQUIREMENTS btained by the QAR before signing for acceptance in WA he contractor shall provide to the Quality Assurance Representative (QAR) the following documents which will be 01 - WSSTERMHZ02 - QUALITY ASSURANCE REPRESENTATIVE (QAR) (MAR 2015) F DD250 Receiving Report: (The QAR will validate or Dispatch (non-CAV) reporters, the contractor shall erial number as applicable and quantities.) he contract number, delivery order number, CLIN, shipping location, National Stock Numbers, Condition Code, rovide to the QAR as an attachment to the WAWF he Contractor shall contact the ATAC Dispatcher to ocumentation and/or in print the ATAC Request Form (This is also required for assets determined BR or BER). hip the asset(s) and report asset(s) BR or BER. D Form 254 is attached hereto as part of the contract re his Section and FAR 52.204-2 “Security Requirements,”shall apply to an Order under this agreement only when 02 - WSSTERMHZ10 - CONTRACT SECURITY CLASSIFICATION SPECIFICATION (OCT 2002) rint the CAV Material Movement Document (MMD) (This is also required for assets determined BR or BER). or CAV reporters, the contractor shall provide to the QAR as an attachment to the WAWF documentation and/or in uirements, at which time Far 52.204-2 shall be considered he Contracting Officer via the cognizant government inspector. riting and shall request a final military security requirements checklist (DD254). Such request shall be submitted to he contractor shall, upon completion of final delivery hereunder, promptly so notify the Contracting Officer in ncorporated by Reference in Section I Contract Clauses of this document. 00383-18-G-N801 51 ART II - CONTRACT CLAU<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>SES ECTION I – CONTRACT CLAUSES he parties will negotiate towards reaching an agreement pr NNUAL BASIC ORDERING AGREEMENT (BOA) UPDATE or to the first and all subsequent anniversaries of the ay be accessed electronically at these addresses: n full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause his Agreement incorporates one or more clauses by reference, with the same force and effect as if they were given 01 - FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) his BOA. ppropriate and applicable acquisition Regulations, Solicitation Provisions, and Contract Clauses in all sections of ederal Acquisition Regulations (FAR), Defense Federal Acquisition Regulations Supplement (DFARS), and other ffective date of this Basic Ordering Agreement (BOA) and modify the BOA so as to comply with the then current ee full list at the end of the Table of Contents. SB = Small Business SDB = Small Disadvantaged SAT = Simplified Acquisition Threshold ($250K) MPT = Micro-Purchase Threshold bbreviations have been used: OTE: All clauses listed are applicable to both Solicitations and Contracts unless otherwise noted. The following usiness <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>entified 018-O0012) 07 - FAR 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (DEVIATION able to any resultant contract. (a) Any contract in excess of $750,000 resulting from this solicitation will be subject to the requirements of the . Disclosure Statement -- Cost Accounting Practices and Certification ull or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. f the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to pecified in 48 CFR 9903.201-1. ost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 903.202. When required, the Disclosure Statement must FR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR e submitted as a part of the offeror’s proposal under he offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) onnection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, his solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in 00383-18-G-N801 97 f Part I of this provision. aution: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement roposals or accumulating and reporting contract performance cost data. hall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing (c) Check the appropriate box below: (1) *Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a art of the offer, copies of the Disclosure Statement have been submitted as follows: (i<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>) Original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant ederal agency official authorized to act in that capacity (Federal official), as applicable; and (ii) One copy to the cognizant Federal auditor. (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be he offeror further certifies that the practices used ederal Official Where Filed: _________________________ ate of Disclosure Statement: __________________ Name and Address of Cognizant ACO or ederal Acquisition Regulation.) btained from the cognizant ACO or Federal official and/or from the loose-leaf version of the in estimating costs in pricing this proposal are onsistent with the cost accounting practices disclosed in the Disclosure Statement. (2) *Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required isclosure Statement was filed as follows: he offeror further certifies that the practices used 066 ederal Official Where Filed: David Cook, DCMA, 22260 Pacific Blvd, Rm 6005-R5-6, Sterling, VA ate of Disclosure Statement: Effective January 1, 2017 Name and Address of Cognizant ACO or n estimating costs in pricing this proposal are onsistent with the cost accounting practices disclosed in the applicable Disclosure Statement. (3) *Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all fficer immediately. uch status changes before an award resulting from this proposal, the offeror will advise the Contracting mmediately preceding the period in which this proposal was submitted. The offeror further certifies that if ontracts and subcontracts subject to CAS totaling $50 million or more in the cost accounting period ivisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime (4) *Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this ubmitted and ubsection, in the cost accounting period immediately preceding the period in which this offer was (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure ertificate to the Contracting Officer, in the form ade within 90 days after the end of that period, the offeror will immediately submit a revised tatement. The offeror further certifies that if an award resulting from this proposal has not been pecified under subparagraph (c)(1) or (c)(2) of aution: Offerors currently required to disclose art I of this provision, as appropriate, to verify submission of a completed Disclosure Statement. because they were awarded a CAS-covered prime xemption was exceeded. efore expiration of the 90-day period following the cost accounting period in which the monetary his exemption (4). Further, the exemption applies only in connection with proposals submitted ontract or subcontract of $50 million or more in the current cost accounting period may not claim 00383-18-G-N801 98 I. Cost Accounting Standards -- Eligibility for Modified Contract Coverage ccounting Practices clause because during the cost 8 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost * The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of tandards clause. ubject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting hall indicate by checking the box below. Checking the box below shall mean that the resultant contract is f the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and e<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>) Original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant ederal agency official authorized to act in that capacity (Federal official), as applicable; and (ii) One copy to the cognizant Federal auditor. (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be he offeror further certifies that the practices used ederal Official Where Filed: _________________________ ate of Disclosure Statement: __________________ Name and Address of Cognizant ACO or ederal Acquisition Regulation.) btained from the cognizant ACO or Federal official and/or from the loose-leaf version of the in estimating costs in pricing this proposal are onsistent with the cost accounting practices disclosed in the Disclosure Statement. (2) *Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required isclosure Statement was filed as follows: he offeror further certifies that the practices used 066 ederal Official Where Filed: David Cook, DCMA, 22260 Pacific Blvd, Rm 6005-R5-6, Sterling, VA ate of Disclosure Statement: Effective January 1, 2017 Name and Address of Cognizant ACO or n estimating costs in pricing this proposal are onsistent with the cost accounting practices disclosed in the applicable Disclosure Statement. (3) *Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all fficer immediately. uch status changes before an award resulting from this proposal, the offeror will advise the Contracting mmediately preceding the period in which this proposal was submitted. The offeror further certifies that if ontracts and subcontracts subject to CAS totaling $50 million or more in the cost accounting period ivisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime (4) *Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this ubmitted and ubsection, in the cost accounting period immediately preceding the period in which this offer was (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure ertificate to the Contracting Officer, in the form ade within 90 days after the end of that period, the offeror will immediately submit a revised tatement. The offeror further certifies that if an award resulting from this proposal has not been pecified under subparagraph (c)(1) or (c)(2) of aution: Offerors currently required to disclose art I of this provision, as appropriate, to verify submission of a completed Disclosure Statement. because they were awarded a CAS-covered prime xemption was exceeded. efore expiration of the 90-day period following the cost accounting period in which the monetary his exemption (4). Further, the exemption applies only in connection with proposals submitted ontract or subcontract of $50 million or more in the current cost accounting period may not claim 00383-18-G-N801 98 I. Cost Accounting Standards -- Eligibility for Modified Contract Coverage ccounting Practices clause because during the cost 8 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost * The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of tandards clause. ubject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting hall indicate by checking the box below. Checking the box below shall mean that the resultant contract is f the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and e<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>lects to do so, the offeror ccounting period immediately preceding the period in aution: An offeror may not claim th rom this proposal, the offeror will advise the Contracting Officer immediately. ontracts and subcontracts. The offeror further certifies that if such status changes before an award resulting hich this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime above eligibility for modified contract coverage if this proposal is xpected to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost illion or more. ccounting period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $50 II. Additional Cost Accounting Standards Applicable to Existing Contracts he offeror shall indicate below whether award of the contemplated contract would, in accordance with * Yes ractices affecting existing contracts and subcontracts. ubparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting *NO LTERNATE I-COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (APR 1996). s prescribed in 30.201-3(b), add the following subparagraph (c)(5) to Part I of the basic provision: (5) *Certificate of Disclosure Statement Due Date by Educational Institution. If the offeror is an (i) *A Disclosure Statement Filing Due Date of _____________ has been established with the (check one and complete): equired to submit a Disclosure Statement after receipt of this award, the offeror hereby certifies that ducational institution that, under the transition provisions of 48 CFR 9903.202-1(f), is <|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>lects to do so, the offeror ccounting period immediately preceding the period in aution: An offeror may not claim th rom this proposal, the offeror will advise the Contracting Officer immediately. ontracts and subcontracts. The offeror further certifies that if such status changes before an award resulting hich this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime above eligibility for modified contract coverage if this proposal is xpected to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost illion or more. ccounting period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $50 II. Additional Cost Accounting Standards Applicable to Existing Contracts he offeror shall indicate below whether award of the contemplated contract would, in accordance with * Yes ractices affecting existing contracts and subcontracts. ubparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting *NO LTERNATE I-COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (APR 1996). s prescribed in 30.201-3(b), add the following subparagraph (c)(5) to Part I of the basic provision: (5) *Certificate of Disclosure Statement Due Date by Educational Institution. If the offeror is an (i) *A Disclosure Statement Filing Due Date of _____________ has been established with the (check one and complete): equired to submit a Disclosure Statement after receipt of this award, the offeror hereby certifies that ducational institution that, under the transition provisions of 48 CFR 9903.202-1(f), is <|eot_id|>
<|start_header_id|>assistant<|end_header_id|>or will be ognizant Federal agency. (ii) *The Disclosure Statement will be submitted within the 6-month period ending _________ months iled: __________________________________________ ame and Address of Cognizant ACO or Federal Official Where Disclosure Statement is to be fter receipt of this award. illion as the threshold for obtaining certified cost or pricing data, in lieu of the threshold of $750,000. This [Deviation per DAR Tracking Number: 2018-O0012, Effective 01 July 2018, contracting officers shall use $2 ill remain in effect until incorporated into the FAR, or otherwise rescinded.] ppendix). ertification, in solicitations for proposed contracts subject to CAS as specified in 48 CFR 9903.201 (FAR nsert the following provision, in lieu of the provision at FAR 52.230-1, Cost Accounting Standards Notices and 2.230-1 Cost Accounting Standards Notices and Certification (Deviation 2018-O0012). 00383-18-G-N801 99 ost Accounting Standards Notices and Certification (DEVIATION 2018-O0012) (Apr 2018) fferors shall examine each part and provide the reques y Roman numerals I through III. ote: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified ed information in order to determine Cost Accounting tandards (CAS) requirements applicable to any resultant contract. ull or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. f the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to . Disclosure Statement—Cost Accounting Practices and Certification (b) Any offeror submitting a proposal which, if accepted, will xempt as specified in 48 CFR 9903.201-1. equirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are (a) Any contract in excess of $2 million resulting from this solicitation will be subject to the result in a contract subject to the requirements of 48 903.202. When required, the Disclosure Statement must be su FR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR mitted as a part of the offeror’s proposal under this aution: In the absence of specific regulations or agreemen f this provision. fferor may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I onnection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the olicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in , a practice disclosed in a Disclosure Statement shall not, [ ] (1) Certificate of Concurrent Submission of Disclosure (c) Check the appropriate box below: ccumulating and reporting contract performance cost data. y virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or tatement. The offeror hereby certifies that, as a part of fficial authorized to act (i) Original and one copy to the cognizant Administrative Contracti<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>or will be ognizant Federal agency. (ii) *The Disclosure Statement will be submitted within the 6-month period ending _________ months iled: __________________________________________ ame and Address of Cognizant ACO or Federal Official Where Disclosure Statement is to be fter receipt of this award. illion as the threshold for obtaining certified cost or pricing data, in lieu of the threshold of $750,000. This [Deviation per DAR Tracking Number: 2018-O0012, Effective 01 July 2018, contracting officers shall use $2 ill remain in effect until incorporated into the FAR, or otherwise rescinded.] ppendix). ertification, in solicitations for proposed contracts subject to CAS as specified in 48 CFR 9903.201 (FAR nsert the following provision, in lieu of the provision at FAR 52.230-1, Cost Accounting Standards Notices and 2.230-1 Cost Accounting Standards Notices and Certification (Deviation 2018-O0012). 00383-18-G-N801 99 ost Accounting Standards Notices and Certification (DEVIATION 2018-O0012) (Apr 2018) fferors shall examine each part and provide the reques y Roman numerals I through III. ote: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified ed information in order to determine Cost Accounting tandards (CAS) requirements applicable to any resultant contract. ull or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. f the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to . Disclosure Statement—Cost Accounting Practices and Certification (b) Any offeror submitting a proposal which, if accepted, will xempt as specified in 48 CFR 9903.201-1. equirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are (a) Any contract in excess of $2 million resulting from this solicitation will be subject to the result in a contract subject to the requirements of 48 903.202. When required, the Disclosure Statement must be su FR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR mitted as a part of the offeror’s proposal under this aution: In the absence of specific regulations or agreemen f this provision. fferor may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I onnection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the olicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in , a practice disclosed in a Disclosure Statement shall not, [ ] (1) Certificate of Concurrent Submission of Disclosure (c) Check the appropriate box below: ccumulating and reporting contract performance cost data. y virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or tatement. The offeror hereby certifies that, as a part of fficial authorized to act (i) Original and one copy to the cognizant Administrative Contracti<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ng Officer (ACO) or cognizant Federal agency he offer, copies of the Disclosure Statement have been submitted as follows: n that capacity (Federal official), as applicable; and he offeror further certifies that the practices used in estima ______________________________________ ame and Address of Cognizant ACO or Federal Official Where Filed: ate of Disclosure Statement: _________________________ ognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.) (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the (ii) One copy to the cognizant Federal auditor. ing costs in pricing this proposal are consistent with the ost accounting practices disclosed in the Disclosure Statement. 00383-18-G-N801 100 he offeror further certifies that the practices used in estima ______________________________________ ame and Address of Cognizant ACO or Federal Official Where Filed: ate of Disclosure Statement: _________________________ isclosure Statement was filed as follows: [ ] (2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required ing costs in pricing this proposal are consistent with the ost accounting practices disclosed in the applicable Disclosure Statement. esulting from this proposal, the offeror will eriod in which this proposal was submitted. The offeror further certifies that if such status changes before an award ubcontracts subject to CAS totaling $50 million or more in the cost accounting period immediately preceding the ubsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and [ ] (3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, advise the Contracting Officer immediately. [ ] (4) Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary ertificate to the Contracting Officer, in the form specified as not been made within 90 days after the end of that period, the offeror will immediately submit a revised equired to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal he period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet xemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding under paragraph (c)(1) or (c)(2) of Part I of this rovision, as appropriate, to verify submission of a completed Disclosure Statement. autio<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>ng Officer (ACO) or cognizant Federal agency he offer, copies of the Disclosure Statement have been submitted as follows: n that capacity (Federal official), as applicable; and he offeror further certifies that the practices used in estima ______________________________________ ame and Address of Cognizant ACO or Federal Official Where Filed: ate of Disclosure Statement: _________________________ ognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.) (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the (ii) One copy to the cognizant Federal auditor. ing costs in pricing this proposal are consistent with the ost accounting practices disclosed in the Disclosure Statement. 00383-18-G-N801 100 he offeror further certifies that the practices used in estima ______________________________________ ame and Address of Cognizant ACO or Federal Official Where Filed: ate of Disclosure Statement: _________________________ isclosure Statement was filed as follows: [ ] (2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required ing costs in pricing this proposal are consistent with the ost accounting practices disclosed in the applicable Disclosure Statement. esulting from this proposal, the offeror will eriod in which this proposal was submitted. The offeror further certifies that if such status changes before an award ubcontracts subject to CAS totaling $50 million or more in the cost accounting period immediately preceding the ubsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and [ ] (3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, advise the Contracting Officer immediately. [ ] (4) Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary ertificate to the Contracting Officer, in the form specified as not been made within 90 days after the end of that period, the offeror will immediately submit a revised equired to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal he period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet xemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding under paragraph (c)(1) or (c)(2) of Part I of this rovision, as appropriate, to verify submission of a completed Disclosure Statement. autio<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>n: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or he cost accounting period in which the monetary exemption was exceeded. he exemption applies only in connection with proposals submitted before expiration of the 90-day period following ubcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further, I. Cost Accounting Standards—Eligibility for Modified Contract Coverage ccounting Practices clause because during the cost acc FR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 isclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause. ndicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the f the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror shall unting period immediately preceding the period in which aution: An offeror may not claim the above eligibility for modi roposal, the offeror will advise the Contracting Officer immediately. nd subcontracts. The offeror further certifies that if such status changes before an award resulting from this his proposal was submitted, the offeror received less than $50 million in a<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>n: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or he cost accounting period in which the monetary exemption was exceeded. he exemption applies only in connection with proposals submitted before expiration of the 90-day period following ubcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further, I. Cost Accounting Standards—Eligibility for Modified Contract Coverage ccounting Practices clause because during the cost acc FR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 isclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause. ndicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the f the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror shall unting period immediately preceding the period in which aution: An offeror may not claim the above eligibility for modi roposal, the offeror will advise the Contracting Officer immediately. nd subcontracts. The offeror further certifies that if such status changes before an award resulting from this his proposal was submitted, the offeror received less than $50 million in a<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>wards of CAS-covered prime contracts ied contract coverage if this proposal is expected to esult in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, he offeror has been awarded a single CAS-covered prime contract or subcontract of $50 million or more. II. Additional Cost Accounting Standards Applicable to Existing Contracts he offeror shall indicate below whether award of the contemplated contract would, in accordance with paragraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting 2.230-2 -- Cost Accounting Standards. xisting contracts and subcontracts. (Deviation 2018-O0012). 00383-18-G-N801 101 s prescribed in 30.201-4(a), insert the following clause: ost Accounting Standards (Oct 2015) ncorporated herein by reference and the Contr (a) Unless the contract is exempt under 48 CFR 9903.201-1 and 9903.201-2, the provisions of 48 CFR Part 9903 are ctor, in connection with this contract, shall -- (1) (CAS-covered Contracts Only) By submission of a Disclosure Statement, disclose in writing the ontractor’s cost accounting practices as required by 48 CFR 9903.202-1 through 9903.202-5, including (2) Follow consistently the Contractor’s cost accounti overnment. nd confidential, the Disclosure Statement shall be protected and shall not be released outside of the isclosure Statement contains trade secrets and commercial or financial information which is privileged ccounting Standards (CAS) clause. If the Contractor has notified the Contracting Officer that the n all other contracts and subcontracts being performed by the Contractor and which contain a Cost he practices disclosed for this contract shall be the same as the practices currently disclosed and applied ethods of distinguishing direct costs from indirect costs and the basis used for allocating indirect costs. g practices in accumulating and reporting contract rospectively to this contract and the Disclosure St urposes of any contract or subcontract subject to CAS requirements, the change must be applied erformance cost data concerning this contract. If any change in cost accounting practices is made for the tement must be amended accordingly. If the contract rice or cost allowance of this contract is affected by such changes, adjustment shall be made in accordance hich hereafter become applicable to a contract or su f current cost or pricing data. The Contractor shall also comply with any CAS (or modifications to CAS) ost or pricing data, on the date of final agreement on price as shown on the Contractor’s signed certificate FR Part 9904, in effect on the date of award of this contract or, if the Contractor has submitted certified (3) Comply with all CAS, including any modifications and interpretations indicated th<|eot_id|> |
<|begin_of_text|><|start_header_id|>system<|end_header_id|>Given an excerpt from a Federal contract, auto complete the text to be reasonable and legally compliant.<|eot_id|>
<|start_header_id|>user<|end_header_id|>wards of CAS-covered prime contracts ied contract coverage if this proposal is expected to esult in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, he offeror has been awarded a single CAS-covered prime contract or subcontract of $50 million or more. II. Additional Cost Accounting Standards Applicable to Existing Contracts he offeror shall indicate below whether award of the contemplated contract would, in accordance with paragraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting 2.230-2 -- Cost Accounting Standards. xisting contracts and subcontracts. (Deviation 2018-O0012). 00383-18-G-N801 101 s prescribed in 30.201-4(a), insert the following clause: ost Accounting Standards (Oct 2015) ncorporated herein by reference and the Contr (a) Unless the contract is exempt under 48 CFR 9903.201-1 and 9903.201-2, the provisions of 48 CFR Part 9903 are ctor, in connection with this contract, shall -- (1) (CAS-covered Contracts Only) By submission of a Disclosure Statement, disclose in writing the ontractor’s cost accounting practices as required by 48 CFR 9903.202-1 through 9903.202-5, including (2) Follow consistently the Contractor’s cost accounti overnment. nd confidential, the Disclosure Statement shall be protected and shall not be released outside of the isclosure Statement contains trade secrets and commercial or financial information which is privileged ccounting Standards (CAS) clause. If the Contractor has notified the Contracting Officer that the n all other contracts and subcontracts being performed by the Contractor and which contain a Cost he practices disclosed for this contract shall be the same as the practices currently disclosed and applied ethods of distinguishing direct costs from indirect costs and the basis used for allocating indirect costs. g practices in accumulating and reporting contract rospectively to this contract and the Disclosure St urposes of any contract or subcontract subject to CAS requirements, the change must be applied erformance cost data concerning this contract. If any change in cost accounting practices is made for the tement must be amended accordingly. If the contract rice or cost allowance of this contract is affected by such changes, adjustment shall be made in accordance hich hereafter become applicable to a contract or su f current cost or pricing data. The Contractor shall also comply with any CAS (or modifications to CAS) ost or pricing data, on the date of final agreement on price as shown on the Contractor’s signed certificate FR Part 9904, in effect on the date of award of this contract or, if the Contractor has submitted certified (3) Comply with all CAS, including any modifications and interpretations indicated th<|eot_id|>
<|start_header_id|>assistant<|end_header_id|>ereto contained in 48 ith subparagraph (a)(4) or (a)(5) of this clause, as appropriate. contract of the Contractor. Such compliance shall be (4) equired prospectively from the date of applicability to such contract or subcontract. (i) Agree to an equitable adjustment as provided in the Changes clause of this contract if the ontract cost is affected by a change which, pursuant to subparagraph (a)(3) of this clause, the ontractor is required to make to the Contractor’s established cost accounting practices. (iii) When the parties agree to a change to a co his provision that will increase costs paid by the United States. rovisions of subparagraph (a)(4) of this clause; provided that no agreement may be made under hange may be made to a cost accounting practice, other than a change made under other (ii) Negotiate with the Contracting Officer to determine the terms and conditions under which a t accounting practice, other than a change under lause of this contract. ubdivision (a)(4)(i) of this clause, negotiate an equitable adjustment as provided in the Changes (5) Agree to an adjustment of the contract price or cost allowance, as appropriate, if the Contractor or a ccounting practice consistently and such failure results ubcontractor fails to comply with an applicable Cost Accounting Standard, or to follow any cost in any increased costs paid by the United States. hereon computed at the annual rate established under uch adjustment shall provide for recovery of the increased costs to the United States, together with interest section 6621(a)(2) of the Internal Revenue Code of he time the adjustment is affected. In no case shall 986 (26 U.S.C.6621(a)(2)) for such period, from the time the payment by the United States was made to he Government recover costs greater than the increased ost to the Government, in the aggregate, on the relevant contracts subject to the price adjustment, unless 00383-18-G-N801 102 he Contractor made a change in its cost accounting practices of which it was aware or should have been ware at the time of price negotiations and which it failed to disclose to the Government. (b) If the part<|eot_id|> |